Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SHLX | ||
Entity Registrant Name | Shell Midstream Partners, L.P. | ||
Entity Central Index Key | 1,610,466 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,447.3 | ||
Common Units | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 84,367,376 | ||
Subordinated Units | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 67,475,068 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | ||
Current assets | ||||
Cash and cash equivalents | [1] | $ 93 | $ 150.2 | [2] |
Accounts receivable - third parties, net | 18.8 | 18.3 | [2] | |
Accounts receivable - related parties | 9.8 | 16.1 | [2] | |
Allowance oil | 4.2 | 4.1 | [2] | |
Prepaid expenses | 5 | 4.3 | [2] | |
Total current assets | 130.8 | 193 | [2] | |
Equity method investments | 185 | 160.7 | [2] | |
Property, plant and equipment, net | 392.9 | 372.2 | [2] | |
Other assets | 6.8 | 4.2 | [2] | |
Total assets | 715.5 | 730.1 | [2] | |
Current liabilities | ||||
Accounts payable - third parties | 0.2 | 0.6 | [2] | |
Accounts payable - related parties | [3] | 9.3 | 11 | [2] |
Distribution payable to SPLC | 0 | 11.9 | [2] | |
Deferred revenue - third parties | 2.6 | 15.3 | [2] | |
Deferred revenue - related parties | 3.6 | 4.7 | [2] | |
Accrued liabilities - third parties | 6.8 | 2 | [2] | |
Accrued liabilities - related parties | [4] | 3.6 | 1.4 | [2] |
Total current liabilities | 26.1 | 46.9 | [2] | |
Long-term liabilities | ||||
Debt payable - related party | 458.2 | 0 | [2] | |
Long-term lease liability | 22.8 | 0 | [2] | |
Asset retirement obligations | 1.3 | 1.3 | [2] | |
Total long-term liabilities | 482.3 | 1.3 | [2] | |
Total liabilities | $ 508.4 | $ 48.2 | [2] | |
Commitments and Contingencies (Note 14) | [2] | |||
EQUITY | ||||
Total partners' capital | $ 98.7 | $ 417 | [2] | |
Net parent investment | 0 | 103 | [2] | |
Noncontrolling interest | 108.4 | 161.9 | [2] | |
Total equity | [2] | 207.1 | 681.9 | |
Total liabilities and equity | 715.5 | 730.1 | [2] | |
Shell Pipeline Company L P | ||||
EQUITY | ||||
General Partner - SPLC (3,098,825 and 2,754,084 units issued and outstanding as of December 31, 2015 and December 31, 2014) | (998.6) | (18) | [2] | |
Common Units | ||||
EQUITY | ||||
Limited partner unitholders | 1,016.2 | |||
Common Units | General Public | ||||
EQUITY | ||||
Limited partner unitholders | 1,637.5 | 1,016.2 | [2] | |
Common Units | Shell Pipeline Company L P | ||||
EQUITY | ||||
Limited partner unitholders | (130.4) | (140.3) | [2] | |
Subordinated Units | Shell Pipeline Company L P | ||||
EQUITY | ||||
Limited partner unitholders | (409.8) | (440.9) | [2] | |
Total equity | $ (409.8) | $ (440.9) | ||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||
[3] | Accounts payable – related parties reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. | |||
[4] | Accrued liabilities -- related parties reflects $1.3 million accrued interest, $1.2 million fuel accrual, $0.6 FERC accrual and $0.5 million other accrued liabilities |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 | [1] |
Shell Pipeline Company L P | |||
General partners' capital account, units issued | 3,098,825 | 2,754,084 | |
General partners' capital account, units outstanding | 3,098,825 | 2,754,084 | |
Common unitholders | |||
Limited partners' capital account, units outstanding | 84,367,376 | ||
Common unitholders | General Public | |||
Limited partners' capital account, units issued | 62,892,308 | 46,000,000 | |
Limited partners' capital account, units outstanding | 62,892,308 | 46,000,000 | |
Common unitholders | Shell Pipeline Company L P | |||
Limited partners' capital account, units issued | 21,475,068 | 21,475,068 | |
Limited partners' capital account, units outstanding | 21,475,068 | 21,475,068 | |
Subordinated Units | Shell Pipeline Company L P | |||
Limited partners' capital account, units issued | 67,475,068 | 67,475,068 | |
Limited partners' capital account, units outstanding | 67,475,068 | 67,475,068 | |
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Revenue | |||||||
Third parties | $ 222.8 | [1] | $ 155 | [2] | $ 65 | [2] | |
Related parties | 103.7 | [1] | 95.3 | [2] | 82.8 | [2] | |
Total revenue | 326.5 | [1] | 250.3 | [2] | 147.8 | [2] | |
Costs and expenses | |||||||
Operations and maintenance - third parties | 46.3 | [1] | 41.6 | [2] | 45.3 | [2] | |
Operations and maintenance - related parties | 18.5 | [1] | 21.7 | [2] | 18.7 | [2] | |
Loss (gain) from disposition of fixed assets | 0 | [1] | 0.2 | [2] | (20.8) | [2] | |
General and administrative - third parties | 10.2 | [1] | 3.4 | [2] | 1.3 | [2] | |
General and administrative - related parties | [3] | 24.6 | [1] | 17 | [2] | 13.9 | [2] |
Depreciation, amortization and accretion | 21.6 | [1] | 18.4 | [2] | 13.7 | [2] | |
Property and other taxes | 7.5 | [1] | 6.2 | [2] | 5.1 | [2] | |
Total costs and expenses | 128.7 | [1] | 108.5 | [2] | 77.2 | [2] | |
Operating income | 197.8 | [1] | 141.8 | [2] | 70.6 | [2] | |
Income from equity investments | 70.1 | [1] | 6.7 | [2] | 0 | [2] | |
Dividend income from investment | 9.2 | [1] | 0.8 | [2] | 0 | [2] | |
Investment, dividend and other income | 79.3 | [1] | 7.5 | [2] | 0 | [2] | |
Interest expense, net | 4.3 | [1] | 0.2 | [2] | 0 | [2] | |
Income before income taxes | 272.8 | [1] | 149.1 | [2] | 70.6 | [2] | |
Income tax expense (benefit) | (0.1) | [1] | 0.2 | [2] | 0.1 | [2] | |
Net income | [2] | 272.9 | [1] | 148.9 | $ 70.5 | ||
Less: Net income attributable to the Predecessors | 39.3 | [1] | 124.1 | [2] | |||
Less: Net income attributable to noncontrolling interests | 66.5 | [1] | 11.4 | [2] | |||
Net income attributable to the Partnership | 167.1 | [1] | 13.4 | [2] | |||
General Partner's interest in net income attributable to the Partnership | 5 | [1] | 0.3 | [2] | |||
Limited Partners' interest in net income attributable to the Partnership | $ 162.1 | [1] | $ 13.1 | [2] | |||
Net income per Limited Partner Unit - Basic and Diluted (in dollars): | |||||||
Cash distribution paid per limited partner unit (in dollars): | $ 0.7900 | [1] | $ 0.1042 | [2] | |||
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | |||||||
Weighted average limited partner units - Diluted | 143.8 | 137.7 | |||||
Common Units | |||||||
Net income per Limited Partner Unit - Basic and Diluted (in dollars): | |||||||
Net income subsequent to the Offering per limited partner unit - Basic | $ 1.16 | [1] | $ 0.10 | [2] | |||
Net income subsequent to the Offering per limited partner unit - Diluted | $ 1.13 | [1] | $ 0.10 | [2] | |||
Common Units | Shell Pipeline Company L P | |||||||
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | |||||||
Weighted average limited partner units - Basic | 21.5 | [1] | 21.5 | [2] | |||
Weighted average limited partner units - Diluted | 21.5 | [1] | 21.5 | [2] | |||
Subordinated Units | |||||||
Net income per Limited Partner Unit - Basic and Diluted (in dollars): | |||||||
Net income subsequent to the Offering per limited partner unit - Basic | $ 1.14 | [1] | $ 0.10 | [2] | |||
Net income subsequent to the Offering per limited partner unit - Diluted | $ 1.13 | [1] | $ 0.10 | [2] | |||
Subordinated Units | Shell Pipeline Company L P | |||||||
Costs and expenses | |||||||
Net income | $ 76.6 | $ 6.5 | |||||
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | |||||||
Weighted average limited partner units - Basic | 67.5 | [1] | 67.5 | [2] | |||
Weighted average limited partner units - Diluted | 67.5 | [1] | 67.5 | [2] | |||
Common unitholders - public | |||||||
Costs and expenses | |||||||
Net income | $ 61.1 | $ 4.5 | |||||
Weighted average Limited Partner Units outstanding - Basic and Diluted (in millions): | |||||||
Weighted average limited partner units - Basic | 51.9 | [1] | 46 | [2] | [2] | ||
Weighted average limited partner units - Diluted | 54.1 | [1] | 46 | [2] | |||
Common unitholders - public | Shell Pipeline Company L P | |||||||
Costs and expenses | |||||||
Net income | $ 24.4 | $ 2.1 | |||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||
[3] | For 2015 and 2014, we incurred $7.4 million and $3.5 million, respectively, under the Management Agreement and $8.5 million and $1.4 million, respectively, under the Omnibus Agreement for general and administrative services. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Cash flows from operating activities | |||||||
Net income | [1] | $ 272.9 | [2] | $ 148.9 | $ 70.5 | ||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||
Depreciation, amortization and accretion | 21.6 | [2] | 18.4 | [1] | 13.7 | [1] | |
Loss (gain) from disposition of fixed assets | 0 | [2] | 0.2 | [1] | (20.8) | [1] | |
Allowance oil reduction to net realizable value | 1.6 | [2] | 4.4 | [1] | |||
Income in excess of distributions | [3] | (0.6) | [2] | (0.5) | [1] | ||
Changes in operating assets and liabilities | |||||||
Accounts receivable | [1] | (14.4) | 9.5 | ||||
Allowance oil | (2.8) | [2] | 2.4 | [1] | 0.2 | [1] | |
Prepaid expenses | (1.2) | [2] | (1.5) | [1] | (1) | [1] | |
Accounts payable | (4.5) | [2] | 7.6 | [1] | 0.7 | [1] | |
Deferred revenue | (13.8) | [2] | 20 | [1] | |||
Accrued liabilities | 9.5 | [2] | (18.5) | [1] | 0.6 | [1] | |
Net cash provided by operating activities | 282.7 | [2] | 167 | [1] | 73.4 | [1] | |
Cash flows from investing activities | |||||||
Capital expenditures | (16.2) | [2] | (68.7) | [1] | (107.3) | [1] | |
Return of investment | [4] | 6.8 | [2] | 2.1 | [1] | ||
(Payment) Receipt of pre-IPO distributions from investments to SPLC | (11.9) | [2] | 5.1 | [1] | |||
Proceeds from disposition of assets | [1] | 22.5 | |||||
Net cash used in investing activities | (201.1) | [2] | (61.5) | [1] | (84.8) | [1] | |
Cash flows from financing activities | |||||||
Borrowings under credit facilities | [2] | 458.2 | |||||
Net proceeds from IPO, net of offering costs of $46.3 million | [1] | 1,011.7 | |||||
Net proceeds from private placement | [2] | 297.4 | |||||
Net proceeds from public offering | [2] | 296.8 | |||||
Contribution from General Partner | [2] | 6.1 | |||||
Other contributions from Parent | [2] | 11.1 | |||||
Proceeds from IPO distributed to Parent | [1] | (911.7) | |||||
Capital distributions to General Partner | [2] | (1,002.1) | |||||
Distributions to noncontrolling interest | (67.1) | [2] | (25.2) | [1] | |||
Distributions to unitholders and General Partner | [2] | (96.5) | |||||
Credit facilities issuance costs | (0.3) | [2] | (0.5) | [1] | |||
Net (distributions to) contributions from Parent | (42.4) | [2] | (27.8) | [1] | 11.4 | [1] | |
Distribution of working capital to Parent | [1] | (1.8) | |||||
Net cash (used in) provided by financing activities | (138.8) | [2] | 44.7 | [1] | 11.4 | [1] | |
Net (decrease) increase in cash and cash equivalents | (57.2) | [2] | 150.2 | [1] | |||
Cash at beginning of the year | [1],[2] | 150.2 | |||||
Cash at end of the year | [2] | 93 | 150.2 | [1] | |||
Non-cash investing and financing transactions: | |||||||
Change in accrued capital expenditures | 2.9 | [2] | (13.1) | [1] | $ 19.6 | [1] | |
Contribution of fixed assets from Parent | 0.4 | [2] | 11.4 | [1] | |||
Amount payable to SPLC for pre-IPO distribution | [1] | (6.8) | |||||
Contribution of investments upon IPO | [1] | $ 166 | |||||
Commencement of capital lease | 22.8 | [2] | [1] | ||||
Other non-cash contributions from Parent | [2] | 1.8 | |||||
Distribution of working capital to the Shell Auger and Lockport Predecessor | [2] | (6.4) | |||||
Zydeco | |||||||
Cash flows from investing activities | |||||||
2015 Acquisition | [2] | (55.4) | |||||
Poseidon | |||||||
Cash flows from investing activities | |||||||
2015 Acquisition | [2] | (30.5) | |||||
Return of investment | [4] | 5.1 | |||||
Pecten | |||||||
Cash flows from investing activities | |||||||
2015 Acquisition | [2] | $ (93.9) | |||||
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||
[3] | Income from equity investments in excess of distributions is shown as a reduction to cash flows from operating activities in our consolidated statements of cash flows. | ||||||
[4] | Distributions received in excess of our income from equity investments is shown as a return of investment in our consolidated statements of cash flows. |
CONSOLIDATED STATEMENTS OF CAS6
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Nov. 03, 2014 | Dec. 31, 2014 |
Statement Of Cash Flows [Abstract] | ||
Net proceeds from Offering, Offering costs | $ 46.3 | $ 46.3 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Total | Common unitholders - public | Common unitholders - publicShell Pipeline Company L P | Subordinated UnitsShell Pipeline Company L P | General PartnerShell Pipeline Company L P | ZydecoCommon unitholders - publicShell Pipeline Company L P | ZydecoSubordinated UnitsShell Pipeline Company L P | ZydecoGeneral PartnerShell Pipeline Company L P | Noncontrolling Interest | Noncontrolling InterestZydeco | Net Parent Investment | Net Parent InvestmentZydeco | [1] | |||
Beginning Balance at Dec. 31, 2012 | [1] | $ 235.3 | $ 235.3 | |||||||||||||
Net income | [1] | 70.5 | 70.5 | |||||||||||||
Net contributions from ( distributions to ) Parent | [1] | 11.4 | 11.4 | |||||||||||||
Ending Balance at Dec. 31, 2013 | [1] | 317.2 | 317.2 | |||||||||||||
Net income | 148.9 | [1] | $ 4.5 | $ 2.1 | $ 6.5 | $ 0.3 | $ 11.4 | 124.1 | [1] | |||||||
Net contributions from ( distributions to ) Parent | [1] | (27.8) | (27.8) | |||||||||||||
Distribution of working capital to the Parent | [1] | (1.8) | (1.8) | |||||||||||||
Contribution of fixed assets from the Parent | [1] | 11.4 | 11.4 | |||||||||||||
Allocation of net parent investment to unitholders - Zydeco | $ 32.2 | $ 101.3 | $ 4.1 | $ 182.5 | $ (320.1) | |||||||||||
Contribution of ownership interests in equity and cost method investments | 166 | [1] | 38.9 | 122.1 | 5 | |||||||||||
Net proceeds from the IPO, net of offering costs of $46.3 million | 1,011.7 | [1] | 1,011.7 | |||||||||||||
Proceeds from the IPO distributed to the Parent | (911.7) | [1] | (213.5) | (670.8) | (27.4) | |||||||||||
Distributions to noncontrolling interest | (32) | [1] | (32) | |||||||||||||
Ending Balance at Dec. 31, 2014 | 681.9 | [1] | 1,016.2 | (140.3) | (440.9) | (18) | 161.9 | 103 | [1] | |||||||
Net income | 272.9 | [1],[2] | 61.1 | 24.4 | 76.6 | 5 | 66.5 | 39.3 | [1] | |||||||
Net proceeds from private placement | 297.4 | [1] | 297.4 | |||||||||||||
Net proceeds from public issuance | 296.8 | [1] | 296.8 | |||||||||||||
Contribution from General Partner | 6.1 | [1] | 6.1 | |||||||||||||
Other contributions from Parent | 13.3 | [1] | 12.9 | 0.4 | [1] | |||||||||||
Distribution to unitholders and General Partner | (96.5) | [1] | (34) | (14.5) | (45.5) | (2.5) | ||||||||||
Acquisition of noncontrolling interest | (52.9) | [1] | (52.9) | |||||||||||||
Capital distributions to General Partner | (1,002.1) | [1] | (1,002.1) | |||||||||||||
November 2015 Acquisition | [1] | (93.9) | (93.9) | |||||||||||||
Net contributions from ( distributions to ) Parent | [1] | (42.4) | (42.4) | |||||||||||||
Distribution of working capital to the Parent | [1] | (6.4) | $ (6.4) | |||||||||||||
Distributions to noncontrolling interest | (67.1) | [1] | (67.1) | |||||||||||||
Ending Balance at Dec. 31, 2015 | $ 207.1 | [1] | $ 1,637.5 | $ (130.4) | $ (409.8) | $ (998.6) | $ 108.4 | |||||||||
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||||||||||||||
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. |
CONSOLIDATED STATEMENTS OF CHA8
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Net proceeds from Offering, Offering costs | $ 46.3 |
Common unitholders - public | |
Net proceeds from Offering, Offering costs | $ 46.3 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Shell Midstream Partners, L.P. (“we,” “us,” “our” or “the Partnership”) is a Delaware limited partnership formed on March 19, 2014 to own and operate assets, including certain assets received from Shell Pipeline Company LP (“SPLC”). We conduct our operations through our wholly owned subsidiary Shell Midstream Operating, LLC (“Operating Company”). Our general partner is Shell Midstream Partners GP LLC (“general partner”). References to “Shell” refer collectively to Royal Dutch Shell plc (“RDS”) and its controlled affiliates, other than us, our subsidiaries and our general partner. Description of Business We are a fee-based, growth-oriented master limited partnership formed by Shell to own, operate, develop and acquire pipelines and other midstream assets. Our assets consist of interests in entities that own crude oil and refined products pipelines serving as key infrastructure to transport onshore and offshore crude oil production to Gulf Coast refining markets and to deliver refined products from those markets to major demand centers. As of December 31, 2015, we own interests in four crude oil pipeline systems, two refined products systems and a crude storage terminal. The crude oil pipeline systems, which are held by Zydeco Pipeline Company LLC (“Zydeco”), Mars Oil Pipeline Company (“Mars”), Poseidon Oil Pipeline Company LLC (“Poseidon”) and the Auger Pipeline System (“Auger”), are strategically located along the Texas and Louisiana Gulf Coast and in the Gulf of Mexico. These systems link major onshore and offshore production areas with key refining markets. The refined products pipeline systems, which are held by Bengal Pipeline Company LLC (“Bengal”) and Colonial Pipeline Company (“Colonial”), connect Gulf Coast and southeastern U.S. refineries to major demand centers from Alabama to New York. The crude storage terminal, which is held by the Lockport Terminal (“Lockport”), is located southwest of Chicago and serves Midwest refineries. On July 1, 2014, SPLC formed a wholly owned subsidiary named Zydeco. In anticipation of our initial public offering (“IPO”) of common units by the Partnership, SPLC contributed the fixed assets and certain agreements of the crude oil pipeline system from Houston, Texas to Houma, Louisiana (Ho-Ho, now referred to as “Zydeco pipeline” or “Zydeco pipeline system”) and other related fixed assets of SPLC to Zydeco. The working capital balances of $1.8 million related to Zydeco pipeline as of June 30, 2014 were not contributed from SPLC to Zydeco. On November 3, 2014, we completed our IPO and our common units trade on the New York Stock Exchange under the symbol “SHLX.” In preparation for its sale of the Auger and Lockport businesses to us (the “Shell Auger and Lockport Operations” or “Auger and Lockport”), on October 1, 2015, SPLC contributed all but the working capital of Auger and Lockport to Pecten Midstream LLC (“Pecten”), a wholly owned subsidiary of SPLC. On November 11, 2015 (effective October 1, 2015), we acquired a 100.0% interest in Pecten from SPLC for $390.0 million. We funded this acquisition with a combination of a public issuance of common units, the issuance of additional general partner units to our general partner, borrowings under our 364-Day Revolver and cash on hand. As of December 31, 2015, we own a 100.0% interest in Pecten, a 62.5% interest in Zydeco, a 28.6% interest in Mars, a 36.0% interest in Poseidon, a 49.0% interest in Bengal and a 3.0% interest in Colonial. Zydeco is consolidated within our consolidated financial statements as a subsidiary. We obtained control of this affiliate via a voting agreement with SPLC through which we have voting power over the ownership interest retained by SPLC in Zydeco. The 37.5% ownership interest in Zydeco retained by SPLC is reflected as noncontrolling interest in our consolidated financial statements. The ownership of Pecten is consolidated within our consolidated financial statements as a subsidiary. We account for each of our investments in Mars, Bengal and Poseidon using the equity method of accounting, and we account for our investment in Colonial using the cost method of accounting. We generate the majority of our revenue under long-term agreements by charging fees for the transportation and storage of crude oil and refined products through our pipelines and storage tanks. We do not engage in the marketing and trading of any commodities. Our operations consist of one reportable segment. Basis of Presentation Our consolidated financial statements include all majority owned and non-majority owned subsidiaries required to be consolidated under generally accepted accounting principles in the United States (“GAAP”). Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars. The accompanying consolidated financial statements and related notes have been prepared under the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, the single source of GAAP. The acquisition of Pecten was a transfer of a business between entities under common control, which requires it to be accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative financial information. Accordingly, the accompanying financial statements and notes have been retrospectively adjusted to include the historical results and financial position of the Shell Auger and Lockport Operations prior to the effective date of the acquisition. The additional acquisitions of interests in Zydeco, Colonial and Poseidon, all made in 2015, represented transfers of assets. Accordingly, these assets are included in the financial statements prospectively from the effective date of each acquisition. See Note 3 – Acquisitions The consolidated financial statements for the periods below were derived from the financial statements and accounting records of SPLC and Shell. Our predecessor refers to our operations prior to the IPO. Specifically, our predecessor for accounting purposes (“Predecessor”) comprises the following: · Houston-to-Houma crude oil pipeline system (“Ho-Ho”) for periods prior to July 1, 2014; · Zydeco Pipeline Company LLC (“Zydeco”) for the period from July 1, 2014 through November 2, 2014; provided, however, the financial results of Ho-Ho and Zydeco have been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. We refer to the Shell Auger and Lockport Operations for the period from November 3, 2014 through September 30, 2015 as “the Shell Auger and Lockport Predecessor.” We refer to our Predecessor and the Shell Auger and Lockport Predecessor collectively as our “Predecessors.” Effective October 1, 2015, we acquired a business from SPLC, the Shell Auger and Lockport Operations, which we consolidate. The results of our Predecessors also include the operations of this business prior to October 1, 2015. These statements reflect the consolidated historical results of operations, financial position and cash flows as if the Predecessors’ business and the Shell Auger and Lockport Operations business had been consolidated entities for all periods prior to the effective dates of acquisition, November 3, 2014 and October 1, 2015. Expense Allocations. The consolidated statements of income also include expense allocations to our Predecessor, as retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations, prior to July 1, 2014, and to the Shell Auger and Lockport Predecessor for the period from July 1, 2014 through September 30, 2015, for certain functions performed by SPLC and Shell during such periods. Such costs were charged to our Predecessor and are included in either general and administrative expenses or operations and maintenance expenses in the accompanying consolidated statements of income, depending on the nature of the employee’s role in our operations. The expense allocations have been determined on a basis that we, SPLC and Shell consider to be a reasonable reflection of the utilization of the services provided or the benefit received by our Predecessor during the periods presented. Nevertheless, the consolidated financial statements may not include all of the expenses that would have been incurred as a separate, publicly-traded company during the periods prior to November 3, 2014 and may not reflect our consolidated statements of income and cash flows as a separate, publicly-traded company during the periods prior to November 3, 2014. Beginning from July 1, 2014, Zydeco, our Predecessor, entered into an operating and management agreement with SPLC (the “Management Agreement”) under which SPLC provides general management and administrative services to us. Therefore, we no longer receive allocated corporate expenses from SPLC. We will continue to receive direct and allocated field and regional expenses from SPLC including payroll expenses not covered under the operating and management agreement. In addition, beginning from October 1, 2015, Pecten entered into an operating and management agreement under which we receive direct and allocated field and regional expenses from SPLC. See details of related party transactions in Note 4 — Related Party Transactions Cash. Prior to the contribution of fixed assets and certain agreements on July 1, 2014, regarding Zydeco, and October 1, 2015 regarding the Shell Auger and Lockport Operations, the cash generated and used by our operations was deposited to SPLC’s centralized account which was comingled with the cash of other pipeline entities controlled by SPLC. SPLC funded our operating and investing activities as needed. Accordingly, we did not record any cash and cash equivalents held by SPLC on our behalf for any period prior to July 1, 2014, regarding Zydeco, and October 1, 2015, regarding the Shell Auger and Lockport Operations. We reflected the cash generated by our operations and expenses paid by SPLC on behalf of our operations as Net contributions from (distributions to) Parent within the accompanying consolidated statements of changes in equity and consolidated statements of cash flows. On July 1, 2014, regarding Zydeco, and October 1, 2015, regarding the Shell Auger and Lockport Operations, we established our own cash accounts for the funding of our operating and investing activities, with the exception of the capital expenditures incurred by SPLC on our behalf and then contributed to us. All financial information represents the consolidated statements of income, balance sheets and cash flows accordingly: · Our consolidated statements of income and cash flows for 2015 consist of the combined results of the Shell Auger and Lockport Operations prior to the acquisition date and the consolidated activity of the Partnership. Our consolidated statements of income and cash flows for 2014 consist of the consolidated results of the Partnership for the period from November 3, 2014 through December 31, 2014, the results of the Shell Auger and Lockport Operations for the entirety of 2014, and the combined results of our Predecessor for the period from January 1, 2014 through November 2, 2014. Our consolidated statements of income and cash flows for 2013 consists of the combined results of the Shell Auger and Lockport Operations and our Predecessor. · Our consolidated balance sheet as of December 31, 2015, consists of the consolidated balances of the Partnership, while as of December 31, 2014, it consists of the combined balances of the Shell Auger and Lockport Operations and the Partnership. · Our consolidated statement of changes in equity for 2015 consists of the combined results of the Shell Auger and Lockport Operations prior to the acquisition date and the consolidated activity of the Partnership. Our consolidated statement of changes in equity for 2014 consists of both the combined activity for the Shell Auger and Lockport Operations and our Predecessor prior to November 3, 2014, and the consolidated activity for the Shell Auger and Lockport Operations and the Partnership completed subsequent to the IPO on November 3, 2014. Our consolidated statement of changes in equity for 2013 consists of the combined activity of the Shell Auger and Lockport Operations and our Predecessor. The Partnership generally accounts for investments in 20.0% to 50.0%-owned affiliates, and investments in less than 20.0%-owned affiliates where it has the ability to exercise significant influence, under the equity method. We own a 100.0% interest in Pecten, a 62.5% interest in Zydeco, a 28.6% interest in Mars, a 49.0% interest in Bengal, a 36.0% interest in Poseidon and a 3.0% interest in Colonial. Accordingly, the consolidated historical financial statements for the Partnership reflect the consolidation of Pecten (Shell Auger and Lockport Operations) and Zydeco (100.0%), and the investments in Mars, Bengal and Poseidon using the equity method of accounting. Our investment in Colonial is accounted for as a cost method investment. Post-IPO Periods On November 3, 2014, we completed our IPO of 46,000,000 common units (including 6,000,000 common units issued pursuant to the exercise of the underwriters’ over-allotment option). The Partnership received net proceeds of $1,011.7 million from the sale of 46,000,000 common units, after deducting underwriter discounts, commissions, structuring fees and other offering expenses of $46.3 million. At the completion of the IPO, SPLC owned 21,475,068 common units and 67,475,068 subordinated units, representing an aggregate 64.6% limited partner interest. SPLC also owned a 100.0% interest in our general partner, which in turn owned 2,754,084 general partner units, representing a 2.0% general partner interest. References to the Partnership or other expressions defined above for time periods beginning November 3, 2014 refer to the post-IPO accounting periods of Shell Midstream Partners, L.P. Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. On May 18, 2015, the Partnership completed the sale of 7,692,308 common units representing limited partner interests (the “Common Units”) to unaffiliated third parties in a private placement (the “Private Placement”) for approximately $297.4 million net proceeds ($300.0 million of gross proceeds less $2.6 million of placement agent fees and other offering costs) and issued 156,986 general partner units to our general partner to maintain its 2.0% general partner interest. On November 17, 2015, the Partnership completed the sale of 9,200,000 common units representing limited partner interests to unaffiliated third parties in a public offering (the “Offering”) for approximately $296.8 million net proceeds ($299.4 million of gross proceeds less $2.6 million of underwriters’ discount and other offering costs). The Partnership also issued 187,755 general partner units to our general partner to maintain its 2.0% general partner interest. Upon the closing of the offering on November 17, 2015, SPLC’s wholly-owned subsidiary, Shell Midstream LP Holdings LLC, owned 21,475,068 common units and 67,475,068 subordinated units in the Partnership, representing an aggregate 57.4% limited partner interest. SPLC also owned a 100.0% interest in Shell Midstream Partners GP LLC, which in turn owned 3,098,825 general partner units, representing a 2.0% general partner interest, and all of the incentive distribution rights in the Partnership. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation Our consolidated financial statements include all subsidiaries where the Partnership has control. The assets and liabilities in the accompanying consolidated financial statements have been reflected on a historical basis. All significant intercompany accounts and transactions are eliminated upon consolidation. We own 62.5% of the ownership interest in Zydeco. We record a noncontrolling interest for the 37.5% ownership interest in Zydeco retained by SPLC. We obtained control of Zydeco via the voting agreement between SPLC and us under which we have voting power over the ownership interests retained by SPLC in Zydeco. On November 17, 2015, the Partnership acquired 100.0% of the ownership interest in Pecten, with an effective date of October 1, 2015. Our historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, and cash flows of the Shell Auger and Lockport Operations prior to the effective date of the acquisition, as if we owned the business for all periods presented since this was a common control transaction. Regulation Certain businesses are subject to regulation by various authorities including, but not limited to the Federal Energy Regulatory Commission (“FERC”). Regulatory bodies exercise statutory authority over matters such as construction, rates and ratemaking and agreements with customers. Net Parent Investment In the accompanying consolidated balance sheets, Net Parent Investment represents SPLC’s historical investment in us, our accumulated net earnings through the date which we obtained control of the respective subsidiaries, and the net effect of transactions with, and allocations from, SPLC and Shell Oil Company. Retrospectively adjusted financial information from prior to the acquisition of the Shell Auger and Lockport Operations is included in Net Parent Investment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates. Common Control Transactions Assets and businesses acquired from our Parent and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are combined with ours at their historical costs. If any recognized consideration transferred in such a transaction exceeds the carrying value of the net assets acquired, the excess is treated as a capital distribution to our General Partner, similar to a dividend. If the carrying value of the net assets acquired exceeds any recognized consideration transferred including, if applicable, the fair value of any limited partner units issued, then that excess is treated as a capital contribution from our General Partner. To the extent that such transactions require prior periods to be retrospectively adjusted, historical net equity amounts prior to the transaction date are reflected in “Net Parent Investment.” Cash consideration up to the carrying value of net assets acquired is presented as an investing activity in our consolidated statement of cash flows. Cash consideration in excess of the carrying value of net assets acquired is presented as a financing activity in our consolidated statement of cash flows. Revenue Recognition Our revenues are primarily generated from crude oil transportation services and also storage services. In general, we recognize revenue from customers when all of the following criteria are met: (1) persuasive evidence of an exchange arrangement exists; (2) delivery or storage has occurred or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. We record revenue for crude oil transportation and storage services over the period in which they are earned (i.e., either physical delivery or storage of product has taken place or the services designated in the contract have been performed). We accrue revenue based on services rendered but not billed for that accounting month. Additionally, we provide crude storage rental services to third parties and related parties under long-term contracts. As a result of FERC regulations, revenues we collect may be subject to refund. We establish reserves for these potential refunds based on actual expected refund amounts on the specific facts and circumstances. We had no reserves for potential refunds as of December 31, 2015 and 2014. Our FERC-approved transportation services agreements on Zydeco entitle the customer to a specified amount of guaranteed capacity on a pipeline. This capacity cannot be pro-rated even if the pipeline is oversubscribed. In exchange, the customer makes a specified monthly payment regardless of the volume transported. If the customer does not ship its full guaranteed volume in a given month, it makes the full monthly cash payment and may ship the unused volume in a later month for no additional cash payment for up to 12 months, subject to availability on the pipeline. If there is insufficient capacity on the pipeline to allow the unused volume to be shipped, the customer forfeits its right to ship such unused volume. Cash collected from customers for shortfalls under these agreements are recorded as deferred revenue. The Partnership recognizes deferred revenue under these arrangements into revenue once all contingencies or potential performance obligations associated with the related volumes have either (1) been satisfied through the transportation of future excess volumes of crude oil, or (2) expired (or lapsed) through the passage of time pursuant to the terms of the FERC-approved transportation services agreement. Because the expiration of a customer’s right to utilize shortfall payments is twelve months or less, we classify deferred revenue as a short term liability. Deferred revenue balance was $6.2 million and $20.0 million as of December 31, 2015 and 2014, respectively. Our long-term transportation agreements and tariffs for crude oil transportation include a product loss allowance, or “PLA.” PLA is intended to assure proper measurement of the crude oil despite solids, water, evaporation and variable crude types that can cause mismeasurement. The PLA provides additional revenue for us if product losses on our pipelines are within the allowed levels, and we are required to compensate our customers for any product losses that exceed the allowed levels. We take title to any excess loss allowance when product losses are within an allowed level, and we convert that product to cash several times per year at prevailing market prices to a related party. Revenues for the indicated years comprise the following: 2015 2014 2013 Transportation Revenue - third party $ 214.3 $ 146.5 $ 55.1 Transportation Revenue - related party 96.2 86.1 71.5 Total transportation revenue 310.5 232.6 126.6 Storage services revenue - third party 8.5 8.5 9.9 Storage services revenue - related party 7.5 9.2 11.3 Total storage revenue 16.0 17.7 21.2 Total revenue $ 326.5 $ 250.3 $ 147.8 Cash and cash equivalents Cash and cash equivalents comprise cash on deposit at banks. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent valid claims against customers for products sold or services rendered, net of allowances for doubtful accounts. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. We establish provisions for losses on accounts receivable due from shippers and operators if we determine that we will not collect all or part of the outstanding balance. Outstanding customer receivables are regularly reviewed for possible nonpayment indicators, and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at each balance sheet date. As of December 31, 2015 and 2014, our allowance for doubtful accounts was not material. Allowance Oil A PLA factor per barrel is incorporated into applicable crude oil tariffs to cover evaporation and other loss in transit. Allowance oil represents the net difference between the tariff PLA volumes and the actual volumetric losses. Our allowance oil is valued at cost using the average market price of the relevant type of crude oil during the month product was transported. As of December 31, 2015 and 2014, allowance oil on the balance sheet was $4.2 million and $4.1 million, respectively. Gains and losses from the conversion of allowance oil to cash and gains and losses from pipeline operations that relate to allowance oil are recorded in Operations and maintenance expenses in the accompanying consolidated statements of income. During 2014, we made a sale of allowance oil at prevailing market prices to a Shell affiliate. In 2015, we made multiple sales of allowance oil to third parties and Shell affiliates. See Note 4 — Related Party Transactions Equity Method Investments Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by the equity method investees. Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in net income. Differences in the basis of the investments and the separate net asset value of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets. The following table shows our net purchase cost adjustment and amortization of such regarding our equity method investments as of 2015 and 2014: Mars Bengal (1) Poseidon (2) Total Acquired on November 3, 2014 $ 12.2 $ (6.3 ) $ — $ 5.9 Amortization 0.1 — — 0.1 Balance as of December 31, 2014 12.1 (6.3 ) — 5.8 July 2015 Acquisition — — 10.7 10.7 Amortization 1.0 (0.3 ) 0.4 1.1 Balance as of December 31, 2015 $ 11.1 $ (6.0 ) $ 10.3 $ 15.4 (1) (2) Note 3 - Acquisitions. Property, Plant and Equipment Our property, plant and equipment is recorded at its historical cost of construction or, upon acquisition, at either the fair value of the assets acquired or the cost to the entity that placed the asset in service. Expenditures for major renewals and betterments are capitalized while those minor replacement, maintenance, and repairs which do not improve or extend asset life are expensed when incurred. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirect construction costs. We use the straight-line method to depreciate property, plant and equipment based on the estimated useful life of the asset. We report gains or losses on dispositions of fixed assets as loss (gain) from disposition of fixed assets in the accompanying consolidated statements of income. Impairment of Long-lived Assets We evaluate long-lived assets of identifiable business activities for impairment when events or changes in circumstances indicate, in our management’s judgment, that the carrying value of such assets may not be recoverable. These events include market declines that are believed to be other than temporary, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in the legal or business environment such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we perform an impairment assessment by comparing our management’s estimate of forecasted undiscounted future cash flows associated with the asset to the asset’s net book value. If the net book value exceeds our estimate of forecasted undiscounted cash flows, an impairment is calculated as the amount the net book value exceeds the estimated discounted future cash flows associated with the asset. We determined that there were no asset impairments in 2015, 2014 or 2013. Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income are generally borne by our partners through the allocation of taxable income. Our income tax expense results from partnership activity in the state of Texas, as conducted by Zydeco. Income taxes (benefit) expense for 2015, 2014, and 2013 were $(0.1) million, $0.2 million and $0.1 million, respectively. Cost Method Investment We account for investments in entities we do not control or account for under the equity method under the cost method. Cost method investments are reported as other assets in our consolidated balance sheets. Our cost investment included a 3.0% interest in Colonial with a balance of $6.2 million as of December 31, 2015, and a 1.612% interest in Colonial with a balance of $3.7 million Asset Retirement Obligations Asset retirement obligations represent legal and constructive obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses at fair value on a discounted basis when they are incurred and can be reasonably estimated. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when settled at the time the asset is taken out of service. Our asset retirement obligations relate to our exclusive right of use of a portion of the Garden Banks 128 “A” Platform (GB 128A), where we operate facilities relating to the Auger pipeline system. Our right of use agreement provides that we pay our share of the GB 128A decommissioning costs when and if that platform ceases operation. We have determined that a significant portion of our assets utilizing GB 128A have an indeterminate life, and as such, the fair values of those associated retirement obligations are not reasonably estimable. These assets include offshore pipelines pump and meter stations whose retirement dates will depend mostly on the various supply sources that connect to our systems and the ongoing demand for usage in the markets we serve. We expect these supply sources and market demands to continue for the foreseeable future, therefore we are unable to estimate retirement dates that would result in asset retirement obligations. Asset retirement obligations are adjusted each period for liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows. A reconciliation of changes in asset retirement obligations for 2015 and 2014 is as follows: 2015 2014 Balance at beginning of year $ 1.3 $ 1.2 Accretion expense — 0.1 Balance at end of year $ 1.3 $ 1.3 We continue to evaluate our asset retirement obligations and future developments could impact the amounts we record. The demand for our pipelines depends on the ongoing demand to move crude oil through the system. Although individual assets will be replaced as needed, our pipelines will continue to exist for an indefinite useful life. As such, there is uncertainty around the timing of any asset retirement activities. As a result, with the exception of the platform related asset retirement obligations stated above, we determined that there is not sufficient information to make a reasonable estimate of the asset retirement obligations for our remaining assets as of December 31, 2015 and 2014. Pensions and Other Postretirement Benefits We do not have our own employees. Employees that work on our pipelines or terminal are employees of SPLC and we share employees with other SPLC-controlled and non-controlled entities. For presentation of these accompanying consolidated financial statements, our portion of payroll costs and employee benefit plan costs have been allocated to us as a charge to us by SPLC and Shell Oil Company. Shell Oil Company sponsors various employee pension and postretirement health and life insurance plans. For purposes of these accompanying consolidated financial statements, we are considered to be participating in the benefit plans of Shell Oil Company. We participate in the following defined benefits plans: Shell Oil Pension Plan, Shell Oil Retiree Health Care Plan, and Pennzoil-Quaker State Retiree Medical & Life Insurance. As a participant in these benefit plans, we recognize as expense in each period an allocation from Shell Oil Company, and we do not recognize any employee benefit plan assets or liabilities. See Note 4 — Related Party Transactions Legal We are subject to litigation and regulatory proceedings as the result of our business operations and transactions. We use both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements. In general, we expense legal costs as incurred. When we identify specific litigation that is expected to continue for a significant period of time, is reasonably possible to occur and may require substantial expenditures, we identify a range of possible costs expected to be required to litigate the matter to a conclusion or reach an acceptable settlement, and we accrue for the lower end of the range. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. Environmental Matters We are subject to federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their economic benefit. We expense costs such as permits, compliance with existing environmental regulations, remedial investigations, soil sampling, testing and monitoring costs to meet applicable environmental laws and regulations where prudently incurred or determined to be reasonably possible in the ordinary course of business. We are permitted to recover such expenditure through tariff rates charged to customers. We also expense costs that relate to an existing condition caused by past environmental incidents, which do not contribute to current or future revenue generation. We discount environmental liabilities to a net present value, and we record environmental liabilities when environmental assessments and/or remedial efforts are probable and we can reasonably estimate the costs. Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal plan of action. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. We do not use regulatory accounting principles. For 2015, 2014 and 2013, we incurred zero, $3.0 million and $13.6 million, respectively of environmental cleanup costs. Due to the formation of Zydeco via the contribution of fixed assets and certain agreements from SPLC, Zydeco was indemnified by SPLC against environmental cleanup costs for incidents that occurred prior to Zydeco’s formation on July 1, 2014. In 2013, the West Columbia pipeline segment experienced a breach in which approximately 940 barrels of oil released in the vicinity of the pipeline. During 2013, we incurred $12.1 million in costs primarily related to several large maintenance projects for the containment of this incident at the West Columbia pipeline. Our Predecessor disposed of the West Columbia pipeline in 2013. In addition, as a result of the contribution of Pecten from SPLC, SHLX was indemnified by SPLC against cleanup costs for incidents that occurred at Auger or Lockport prior to the contribution of Pecten on October 1, 2015. There were no environmental incidents related to Auger or Lockport during the periods presented. As of December 31, 2015 and 2014, we had no accruals for environmental clean-up costs. Refer to Note 4 — Related Party Transactions We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income in the period in which they are probable and reasonably estimable. Other Contingencies We recognize liabilities for other contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the lower end of the range is accrued. Fair Value Estimates We measure assets and liabilities requiring fair value presentation or disclosure using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclose such amounts according to the quality of valuation inputs under the following hierarchy: Level 1: Quoted prices in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are directly or indirectly observable. Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. The carrying amounts of our accounts receivable, accounts payable, accrued liabilities and revolving credit agreements approximate their carrying values due to their short term nature. Nonrecurring Fair Value Measurements — Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consist primarily of asset retirement obligations. Nonrecurring fair value measurements are also applied, when applicable, to determine the fair value of our long-lived assets. Net income per limited partner unit Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the IPO by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and incentive distribution rights. Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the period presented. Comprehensive Income We have not reported comprehensive income due to the absence of items of other comprehensive income in the periods presented. Recent Accounting Pronouncements In April 2015, the FASB issued accounting standards update to Subtopic 835-30, Interest – Imputation of Interest In April 2015, the FASB issued an accounting standards update to topic 260, Earnings Per Share In July 2015, the FASB issued accounting standards update to topic 330, Inventory In August 2015, the FASB affirmed its earlier proposal to defer the effective date of the new revenue standard topic 606, Revenue from Contracts with Customers In August 2015, the FASB issued an accounting standards update to Subtopic 835-30, Interest – Imputation of Interest In September 2015, the FASB issued accounting standards update to topic 805, Business Combinations In February 2016, the FASB issued accounting standards update to topic 842, Leases . |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions May 2015 Acquisition On May 18, 2015, we acquired an additional 19.5% interest in Zydeco and an additional 1.388% interest in Colonial for $448.0 million in cash (the “May 2015 Acquisition”). The May 2015 Acquisition closed pursuant to a Purchase and Sale Agreement dated May 12, 2015 (“Purchase and Sale Agreement”) among the Operating Company, the Partnership and SPLC, and was effective on April 1, 2015, and is accounted for as a transaction between entities under common control. We have recorded this asset acquisition prospectively from the effective date. The Partnership funded the May 2015 Acquisition with $297.4 million from the net proceeds from the Private Placement, $80.0 million of cash on hand and $70.8 million in borrowings under our Five-Year Revolver (as defined below in Note 9 – Related Party Debt In connection with the May 2015 Acquisition we acquired book value of net assets under common control, which is included in our consolidated balance sheet, as follows: Other assets (1) $ 2.5 Partners' capital (2) 52.9 May 2015 Acquisition $ 55.4 (1) (2) We recognized $392.6 million of consideration in excess of the book value of net assets acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. July 2015 Acquisition July 1, 2015, Shell Oil Products US (“SOPUS”) conveyed to us its 36.0% interest in Poseidon (the “July 2015 Acquisition”) for $350.0 million in cash. The July 2015 Acquisition closed pursuant to the contribution agreement dated July 1, 2015 (the “Poseidon Contribution Agreement”) among the Operating Company, the Partnership and SOPUS and is accounted for as a transaction between entities under common control. We have recorded this asset acquisition prospectively from the effective date. Poseidon is a Delaware limited liability company formed in February 1996 to design, construct, own and operate a non-FERC regulated crude oil pipeline system located offshore Louisiana in the central region of the Gulf of Mexico. The July 2015 Acquisition was funded with borrowings of $100.0 million under our 364-Day Revolver and $250.0 million under our Five-Year Revolver. For additional information regarding these credit facilities, see Note 9 — Related Party Debt In connection with the July 2015 Acquisition we acquired book value of net assets under common control of $30.5 million which is included in Equity method investments in our consolidated balance sheet. We recognized $319.5 million of consideration in excess of the book value of net assets acquired as a capital distribution to our general partner in accordance with our policy for common control transactions. November 2015 Acquisition On November 17, 2015, we acquired 100.0% interest in Pecten, which holds the Shell Auger and Lockport Operations, for $390.0 million (the “November 2015 Acquisition”). The November 2015 Acquisition closed pursuant to the contribution agreement (the “Pecten Contribution Agreement”) among the Operating Company, the Partnership and SPLC, and became effective on October 1, 2015, and is accounted for as a transaction between entities under common control. The Partnership funded the November 2015 Acquisition with $297.1 million from the net proceeds of the Offering, $49.4 million of cash on hand and $37.4 million in borrowings under one of our revolving credit facilities. The remaining $6.1 million in consideration consisted of the issuance of 187,755 general partner units representing general partner interests to our general partner. Total transaction costs of $0.3 million were incurred in association with the November 2015 Acquisition. The terms of the November 2015 Acquisition were approved by the Board and by the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel. The Pecten Contribution Agreement contains customary representations, warranties and covenants of SPLC, the Partnership and Operating. SPLC, on the one hand, and the Partnership and Operating, on the other hand, have agreed to indemnify each other and their respective affiliates, officers, directors and other representatives against certain losses resulting from any breach of their representations, warranties or covenants contained in the Pecten Contribution Agreement, subject to certain limitations and survival periods. In connection with the November 2015 Acquisition we acquired book value of net assets under common control which is included in our consolidated balance sheet, as follows: Property, plant and equipment, net (1) $ 95.2 Asset retirement obligation (2) (1.3 ) November 2015 Acquisition $ 93.9 (1) (2) . We recognized $290.0 million of consideration as a capital distribution to our general partner in accordance with our policy for common control transactions. Retrospective adjusted information tables The following tables present our financial position and our results of operations giving effect to the November 2015 Acquisition of Pecten. The results of Pecten prior to the effective date of the acquisition are included in “the Shell Auger and Lockport Operations” and the consolidated results are included in “Consolidated Results” within the tables below : December 31, 2014 Consolidated Balance Sheet Shell Midstream Partners, L.P. Shell Auger and Lockport Operations (1) Consolidated Results ASSETS Current assets Cash and cash equivalents $ 150.2 $ — $ 150.2 Accounts receivable - third parties, net 16.3 2.0 18.3 Accounts receivable - related parties 10.3 5.8 16.1 Allowance oil 3.4 0.7 4.1 Prepaid expenses 3.6 0.7 4.3 Total current assets 183.8 9.2 193.0 Equity method investments 160.7 — 160.7 Property, plant and equipment, net 275.0 97.2 372.2 Other assets 4.2 — 4.2 Total assets $ 623.7 $ 106.4 $ 730.1 LIABILITIES Current liabilities Accounts payable - third parties $ — $ 0.6 $ 0.6 Accounts payable - related parties 10.6 0.4 11.0 Distribution payable to SPLC 11.9 — 11.9 Deferred revenue - third parties 15.3 — 15.3 Deferred revenue - related parties 4.7 — 4.7 Accrued liabilities - third parties 0.9 1.1 2.0 Accrued liabilities - related parties 1.4 — 1.4 Total current liabilities 44.8 2.1 46.9 Asset retirement obligations — 1.3 1.3 Total liabilities 44.8 3.4 48.2 Commitments and Contingencies EQUITY Common unitholders - public 1,016.2 — 1,016.2 Common unitholder - SPLC (140.3 ) — (140.3 ) Subordinated unitholder - SPLC (440.9 ) — (440.9 ) General Partner - SPLC (18.0 ) — (18.0 ) Total partners' capital 417.0 — 417.0 Net parent investment — 103.0 103.0 Noncontrolling Interest 161.9 — 161.9 Total equity 578.9 103.0 681.9 Total liabilities and equity $ 623.7 $ 106.4 $ 730.1 (1) 2014 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results Consolidated Statement of Income Revenue Third parties $ 136.9 $ 18.1 $ 155.0 Related parties 45.5 49.8 95.3 Total revenue 182.4 67.9 250.3 Costs and expenses Operations and maintenance - third parties 31.0 10.6 41.6 Operations and maintenance - related parties 16.0 5.7 21.7 Loss (gain) from disposition of fixed assets 0.2 — 0.2 General and administrative - third parties 3.2 0.2 3.4 General and administrative - related parties 13.6 3.4 17.0 Depreciation, amortization and accretion 11.6 6.8 18.4 Property and other taxes 5.5 0.7 6.2 Total costs and expenses 81.1 27.4 108.5 Operating income 101.3 40.5 141.8 Income from equity investments 6.7 — 6.7 Dividend income from investment 0.8 — 0.8 Investment, dividend and other income 7.5 — 7.5 Interest expense, net 0.2 — 0.2 Income before income taxes 108.6 40.5 149.1 Income tax expense 0.2 — 0.2 Net income 108.4 40.5 148.9 Less: Net income attributable to Predecessors 83.6 40.5 124.1 Less: Net income attributable to noncontrolling interests 11.4 — 11.4 Net income attributable to the Partnership $ 13.4 $ 0.0 $ 13.4 (1) (2) 2013 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results Consolidated Statement of Income Revenue Third parties $ 45.6 $ 19.4 $ 65.0 Related parties 48.7 34.1 82.8 Total revenue 94.3 53.5 147.8 Costs and expenses Operations and maintenance - third parties 37.2 8.1 45.3 Operations and maintenance - related parties 14.9 3.8 18.7 Loss (gain) from disposition of fixed assets (20.8 ) — (20.8 ) General and administrative - third parties 1.1 0.2 1.3 General and administrative - related parties 11.1 2.8 13.9 Depreciation, amortization and accretion 6.9 6.8 13.7 Property and other taxes 4.5 0.6 5.1 Total costs and expenses 54.9 22.3 77.2 Operating income 39.4 31.2 70.6 Income before income taxes 39.4 31.2 70.6 Income tax expense 0.1 — 0.1 Net income $ 39.3 $ 31.2 $ 70.5 (1) (2) 2014 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results (in millions of dollars) Cash flows from operating activities Net income $ 108.4 $ 40.5 $ 148.9 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 11.6 6.8 18.4 Loss from disposition of fixed assets 0.2 — 0.2 Allowance oil reduction to net realizable value 4.0 0.4 4.4 Income in excess of distributions (0.5 ) — (0.5 ) Changes in operating assets and liabilities Accounts receivable (9.9 ) (4.5 ) (14.4 ) Allowance oil 2.6 (0.2 ) 2.4 Prepaid expenses (1.6 ) 0.1 (1.5 ) Accounts payable 7.0 0.6 7.6 Deferred revenue 20.0 — 20.0 Accrued liabilities (18.7 ) 0.2 (18.5 ) Net cash provided by operating activities 123.1 43.9 167.0 Cash flows from investing activities Capital expenditures (65.0 ) (3.7 ) (68.7 ) Return of investment 2.1 — 2.1 Receipt of pre-IPO distributions from investments to SPLC 5.1 — 5.1 Net cash used in investing activities (57.8 ) (3.7 ) (61.5 ) Cash flows from financing activities Net proceeds from IPO, net of offering costs of $46.3 million 1,011.7 — 1,011.7 Proceeds from IPO distributed to Parent (911.7 ) — (911.7 ) Distributions to noncontrolling interest (25.2 ) — (25.2 ) Credit facilities issuance costs (0.5 ) — (0.5 ) Net (distributions to) contributions from Parent 12.4 (40.2 ) (27.8 ) Distribution of working capital to Parent (1.8 ) — (1.8 ) Net cash provided by (used in) financing activities 84.9 (40.2 ) 44.7 Net increase in cash and cash equivalents 150.2 — 150.2 Cash at beginning of the year — — — Cash at end of the year $ 150.2 $ — $ 150.2 Supplemental Cash Flow Information Non-cash investing and financing transactions: Change in accrued capital expenditures $ (13.1 ) $ — $ (13.1 ) Contribution of fixed assets from Parent 11.4 — 11.4 Amount payable to SPLC for pre-IPO distribution (6.8 ) — (6.8 ) Contribution of investments upon IPO 166.0 — 166.0 (1) (2) 2013 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results (in millions of dollars) Cash flows from operating activities Net income $ 39.3 $ 31.2 $ 70.5 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 6.9 6.8 13.7 Gain from disposition of fixed assets (20.8 ) — (20.8 ) Changes in operating assets and liabilities — Accounts receivable 4.4 5.1 9.5 Allowance oil (4.8 ) 5.0 0.2 Prepaid expenses (0.5 ) (0.5 ) (1.0 ) Accounts payable 0.7 — 0.7 Deferred revenue — — — Accrued liabilities 0.8 (0.2 ) 0.6 Net cash provided by operating activities 26.0 47.4 73.4 Cash flows from investing activities Capital expenditures (105.1 ) (2.2 ) (107.3 ) Proceeds from disposition of assets 22.5 — 22.5 Net cash used in investing activities (82.6 ) (2.2 ) (84.8 ) Cash flows from financing activities Net (distributions to) contributions from Parent 56.6 (45.2 ) 11.4 Net cash provided by (used in) financing activities 56.6 (45.2 ) 11.4 Net increase (decrease) in cash and cash equivalents — — — Cash at beginning of the year — — — Cash at end of the year $ — $ — $ — Supplemental Cash Flow Information Non-cash investing and financing transactions: Change in accrued capital expenditures $ 19.6 $ — $ 19.6 (1) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Related party transactions include transactions with SPLC and Shell, including those entities in which Shell has an ownership interest but does not have control. Commercial Agreements Omnibus Agreement On November 3, 2014, in connection with the IPO and the acquisition of Zydeco, we entered into an Omnibus Agreement with SPLC and our general partner concerning our payment of an annual general and administrative services fee to SPLC as well as our reimbursement of certain costs incurred by SPLC on our behalf. This agreement addresses the following matters: · our payment of an annual general and administrative fee, initially $8.5 million, for the provision of certain services by SPLC; · our obligation to reimburse SPLC for certain direct or allocated costs and expenses incurred by SPLC on our behalf; · our obligation to reimburse SPLC for all expenses incurred by SPLC as a result of us becoming and continuing as a publicly traded entity; we will reimburse our general partner for these expenses to the extent the fees relating to such services are not included in the general and administrative fee; · the granting of a license from Shell to us with respect to use certain Shell trademarks and trade names; and Under the Omnibus Agreement, certain costs are indemnified by SPLC. Both, the legal and environmental indemnifications are subject to individual $0.5 million deductibles, while we have an aggregate limit of $15.0 million. As of December 31, 2015 we have filed two claims for indemnification. Indemnification for any unknown environmental liabilities is limited to liabilities due to occurrences prior to the closing of the IPO and that are identified before the third anniversary of the closing of the IPO. Indemnification for losses related to right-of-way and permits, retained assets or litigation matters (other than currently pending legal actions) are limited to events reported within one year of the date of the IPO. SPLC will also indemnify us for tax liabilities which are identified prior to the date that is 60 days after the expiration of the statute of limitations applicable to such liabilities. We have agreed to indemnify SPLC for events and conditions associated with the ownership or operation of our assets (other than any environmental liabilities for which SPLC is specifically required to indemnify us as described above). There is no limit on the amount for which we will indemnify SPLC under the Omnibus Agreement. Mars has incurred maintenance expense for an underground cavern integrity project including inspections, plug and abandonment, installations and integrity tests to return the Mars Cavern 4 to service. During 2015, we received reimbursements from SPLC related to the indemnification for the Partnership’s share of these expenses which are included in other contributions from Parent. Zydeco has incurred general and administrative expenses including expert fees related to a legal matter regarding FERC tariff rates and has also recognized an estimated settlement provision. Refer to Note 14 – Commitments and Contingencies – Legal Proceedings Acquisition Agreements See the description of the Purchase and Sale Agreement relating to the May 2015 Acquisition, the Poseidon Contribution Agreement relating to the July 2015 Acquisition and the Pecten Contribution Agreement relating to the November 2015 Acquisition as further described in Note 3 – Acquisitions Formation of Zydeco In connection with the IPO and the formation of Zydeco, the Partnership has entered into various agreements with SPLC and Shell. On July 1, 2014, in conjunction with its formation, Zydeco entered into a contribution agreement (the “Contribution Agreement”) and the Management Agreement with SPLC. Pursuant to the Contribution Agreement, Zydeco reimburses SPLC for capital expenditures incurred by SPLC on behalf of Zydeco subsequent to November 3, 2014. The Management Agreement requires Zydeco to pay SPLC an annual management fee for general and administrative services. Tax Sharing Agreement Zydeco has entered into a tax sharing agreement with an affiliate of Shell pursuant to which Zydeco has agreed to reimburse Shell for state and local franchise taxes attributable to Zydeco’s activity that is reported on Shell’s state or local income or franchise tax returns filed on a combined or unitary basis. Reimbursements under the agreement equal the amount of tax Zydeco would be required to pay if it were to file a consolidated, combined or unitary tax return separate from Shell. Shell will compute and invoice Zydeco for the reimbursement amount within 90 days of Shell filing the combined or unitary tax return on which Zydeco’s activity is included. Zydeco may be required to make prepayments toward the reimbursement amount to the extent that Shell is required to make estimated tax payments. Transfer of the Shell Auger and Lockport Operations from the Parent to the Partnership During 2015, we recognized a $290.0 million capital distribution to our general partner for consideration paid to acquire the Shell Auger and Lockport Operations under common control. For additional information regarding this transaction, see Note 3 – Acquisitions. Maintenance expense and capital expenditures for certain projects associated with the Lockport Terminal have been incurred. These projects improve the existing drainage system to eliminate the crossing of storm water between the Lockport Terminal and adjacent properties. In addition, these projects include inspections and tank repairs of a storage tank. Under the Pecten Contribution Agreement, SPLC has agreed to reimburse us for the maintenance expense and capital expenditures related to these projects. During 2015, we recognized these reimbursements as other contributions from Parent. In connection with the formation of Pecten on October 1, 2015, Pecten entered into an Operating and Administrative Management Agreement with SPLC. Pursuant to this agreement, SPLC performs physical operations and maintenance services for Lockport and Auger and provides general and administrative services for Pecten. Pecten is required to reimburse SPLC for costs and expenses incurred in connection with such services. Also pursuant to the agreement, SPLC and Pecten agree to standard indemnifications as operator and asset owner, respectively. Other Related Party Balances Other related party balances consist of the following as of the dates indicated: December 31, 2015 2014 Accounts receivable $ 9.8 $ 16.1 Prepaid expenses 2.8 2.5 Other assets 0.6 0.5 Total assets $ 13.2 $ 19.1 Accounts payable (1) $ 9.3 $ 11.0 Distribution payable to SPLC — 11.9 Deferred revenue 3.6 4.7 Accrued liabilities (2) 3.6 1.4 Debt payable 458.2 — Total liabilities $ 474.7 $ 29.0 (1) (2) . Related Party Revolving Credit Facilities We have entered into two revolving credit facilities with Shell Treasury Centre (West) Inc. (“STCW”), an affiliate of Shell, the Five-Year Revolver and the 364-Day Revolver. Zydeco has also entered into the Zydeco Revolver with STCW. For additional information regarding these credit facilities, see Note 9 – Related Party Debt Related Party Revenues and Expenses We provide crude oil transportation and storage services to related parties under long-term contracts. We entered into these contracts in the normal course of our business and the services are based on the same terms as those provided to third parties. Our transportation revenue and storage services revenue from related parties for 2015, 2014 and 2013 is disclosed in Note 2- Summary of Significant Accounting Policies Revenue Recognition In 2015, we recorded a $0.1 million gain in operations and maintenance from converting excess allowance oil to cash by selling to multiple customers, including Shell affiliates. In November 2014, we recorded a $0.4 million loss in operations and maintenance – related parties from converting excess allowance oil to cash by selling the allowance oil to an affiliate of Shell. As of December 31, 2014 the amount of the Distribution payable to SPLC was $11.9 million, of which $6.8 million relates to Zydeco. Such amounts were paid to SPLC during 2015. For a discussion of services performed by SPLC and Shell on our behalf, see Note 1 – Description of the Business and Basis of Presentation – Basis of Presentation Beginning July 1, 2014, Zydeco entered into the Management Agreement with SPLC under which SPLC provides general management and administrative services to us. We no longer receive allocated corporate expenses from SPLC or Shell. We will continue to receive direct and allocated field and regional expenses, including payroll expenses not covered under the Management Agreement. In addition, beginning October 1, 2015, Pecten entered into an operating and management agreement under which we receive direct and allocated field and regional expenses from SPLC. These expenses are primarily allocated to us on the basis of headcount, labor or other measure. These expense allocations have been determined on a basis that both SPLC and we consider to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented. For 2015 and the six months ended December 31, 2014, the management fee charged by SPLC under the Management Agreement was $7.4 million and $3.5 million, respectively. Prior to the IPO, we were covered by the insurance policies of SPLC. Subsequent to the IPO, the majority of our coverage is provided by Shell with the remaining coverage by third-party insurers. The related party portion of insurance expense in 2015, 2014 and 2013 was $3.6 million, $5.2 million and $4.4 million, respectively. The following table shows related party expenses, including personnel costs described above, incurred by Shell and SPLC on our behalf that are reflected in the accompanying consolidated statements of income for the indicated periods: 2015 2014 2013 Operations and maintenance - related parties $ 18.5 $ 21.7 $ 18.7 General and administrative - related parties (1) 24.6 17.0 13.9 ( 1) Pension and retirement savings plans Employees who directly or indirectly support our operations participate in the pension, postretirement health and life insurance, and defined contribution benefit plans sponsored by Shell, which include other Shell subsidiaries. Our share of pension and postretirement health and life insurance costs for 2015, 2014 and 2013 was $3.0 million, $3.2 million and $4.0 million, respectively. Our share of defined contribution benefit plan costs for 2015, 2014 and 2013 was $1.3 million, $1.3 million and $1.5 million, respectively. Pension and defined contribution benefit plan expenses are included in either general and administrative expenses or operations and maintenance expenses in the accompanying consolidated statements of income, depending on the nature of the employee’s role in our operations. Share-based compensation Shell’s incentive compensation programs primarily consist of share awards, restricted share awards or cash awards (any of which may be a performance award). The Performance Share Plan (“PSP”) was introduced in 2005 by Shell. Conditional awards of RDS shares are made under the terms of the PSP on a selective basis to senior personnel each year. The extent to which the awards vest is determined over a three-year performance period. Half of the award is linked to the key performance indicators, averaged over the period. For the PSP awards made prior to 2010, the other half of the award was linked to the relative total shareholder return over the period compared with four main competitors of RDS. For awards made in 2010 and onwards, the other half of the award is linked to a comparison with four main competitors of RDS over the period on the basis of four relative performance measures. All shares that vest are increased by an amount equal to the notional dividends accrued on those shares during the period from the award date to the vesting date. None of the awards result in beneficial ownership until the shares are delivered. Shares are awarded subject to a three-year vesting period. Certain SPLC and Shell employees supporting our operations as well as other Shell operations were historically granted these types of awards. These share-based compensation costs have been allocated to us as part of the cost allocations from Shell related to Ho-Ho (for the periods prior to June 30, 2014) and related to Pecten (for the periods prior to October 1, 2015). Beginning July 1, 2014, we did not receive any allocated share-based compensation for Ho-Ho, and beginning October 1, 2015, we did not receive any allocated share –based compensation for Pecten. Share-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of income. These costs totaled less than $0.1 million, approximately $0.2 million and $0.3 million for 2015, 2014 and 2013, respectively. Equity and Cost Method Investments We have equity and cost method investments in entities that own certain of our assets, including Mars, Bengal, Poseidon and Colonial. SPLC also owns interests in some of these entities. In some cases we may be required to make capital contributions or other payments to these entities. See Note 6 – Equity Method Investments Reimbursements from Our General Partner The following table reflects other contributions from our Parent in 2015: Contribution of JV Partner payment (1) $ 4.5 Reimbursement of Zydeco directional drill (2) 2.3 Mars cavern integrity project indemnification (3) 2.9 Reimbursement for Zydeco FERC rate case (4) 1.4 Reimbursement by SPLC (5) 1.8 Total contributions (6) $ 12.9 (1) (2) (3) (4) (5 ) ( 6 ) |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable from third parties comprise the following as of the dates indicated: December 31, 2015 2014 Trade customers $ 18.8 $ 18.3 Allowance for doubtful accounts — — Accounts receivable - third parties, net $ 18.8 $ 18.3 |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Method Investments | 6. Equity Method Investments As of December 31, 2015, our equity method investments consist of 28.6% interest in Mars, 49.0% interest in Bengal and 36.0% interest in Poseidon. Equity investments in affiliates comprise the following as of the dates indicated: December 31, 2015 2014 Mars $ 84.0 $ 85.7 Bengal 75.6 75.0 Poseidon (1) 25.4 — $ 185.0 $ 160.7 (1) Note 3 - Acquisitions Our equity investments in affiliates balance was affected by the following during the periods indicated: 2015 Mars Bengal Poseidon Total Distributions received $ 34.9 $ 20.2 $ 21.2 $ 76.3 Income from equity investments 33.2 20.8 16.1 70.1 Return of investment (1) 1.7 — 5.1 6.8 Income in excess of distributions (2) — (0.6 ) — (0.6 ) 2014 Mars Bengal Total Distributions received $ 5.5 $ 2.8 $ 8.3 Income from equity investments 3.4 3.3 6.7 Return of investment (1) 2.1 — 2.1 Income in excess of distributions (2) — (0.5 ) (0.5 ) (1) (2) Summarized Financial Information The following presents aggregated selected balance sheet and income statement data for our equity method investments (on a 100.0% basis): December 31, 2015 July 1, 2015 - December 31, 2015 Mars Bengal Poseidon Statements of Income Total revenues (1) $ 205.9 $ 70.3 $ — Total operating expenses (1) 85.7 28.1 — Operating income (1) 120.3 42.2 — Net income 120.3 42.1 45.9 Balance Sheets Current assets $ 40.9 $ 29.0 $ 18.5 Non-current assets 208.2 146.3 249.2 Total assets $ 249.1 $ 175.3 $ 267.7 Current liabilities 6.4 11.2 22.5 Non-current liabilities — 0.9 203.5 Equity 242.7 163.2 41.7 Total liabilities and equity $ 249.1 $ 175.3 $ 267.7 ( 1 ) November 3, 2014 - December 31, 2014 Mars Bengal Statements of Income Total revenues (1) $ — $ — Total operating expenses (1) — — Operating income (1) — — Net income 11.9 6.6 Balance Sheets Current assets $ 38.3 $ 35.9 Non-current assets 212.1 146.7 Total assets $ 250.4 $ 182.6 Current liabilities 6.1 19.0 Non-current liabilities — 1.2 Equity 244.3 162.4 Total liabilities and equity $ 250.4 $ 182.6 (1) |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment consist of the following as of the dates indicated: December 31, Depreciable Life 2015 2014 Land — $ 1.4 $ 1.1 Building and improvements 10 - 40 19.5 19.4 Pipeline and equipment 10 - 30 572.4 470.7 Other 5 - 25 years 5.6 5.6 598.9 496.8 Accumulated depreciation, and amortization (216.2 ) (143.1 ) 382.7 353.7 Construction in progress 10.2 18.5 Property, plant and equipment, net $ 392.9 $ 372.2 Depreciation expense on property, plant and equipment of $21.6 million, $18.4 million and $13.7 million is included in cost and expenses in the accompanying consolidated statements of income for 2015, 2014 and 2013, respectively. In August 2015, SPLC contributed an oil gathering line to the Shell Auger and Lockport Operations. This transaction resulted in an increase to Pipeline and equipment of $51.9 million, an increase to Accumulated depreciation of $51.5 million and an increase to Net Parent Investment of $0.4 million. |
Accrued Liabilities - Third Par
Accrued Liabilities - Third Parties | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities – Third Parties | 8. Accrued Liabilities – Third Parties Accrued liabilities – third parties consist of the following as of the dates indicated: December 31, 2015 2014 Transportation, project engineering $ 3.0 $ 1.0 Property taxes 0.3 0.6 FERC accrual 1.7 — Professional fees 1.2 — Other accrued liabilities 0.6 0.4 Accrued liabilities - third parties $ 6.8 $ 2.0 |
Related Party Debt
Related Party Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Related Party Debt | 9. Related Party Debt Consolidated related party debt obligations comprise the following as of the dates indicated: December 31, 2015 2014 Five-Year Revolver, variable rate, due October 2019 (1) $ 320.8 $ — 364-Day Revolver, variable rate, due March 2017 (2) 137.4 — Zydeco Revolver, variable rate, due August 2019 (3) — — Debt payable - related party $ 458.2 $ — (1) (2) (3) . We paid interest of $2.7 million, approximately $0.1 million, and zero in 2015, 2014 and 2013 respectively. Revolving Credit Facility Agreements On November 3, 2014, the Partnership entered into the Five-Year Revolver, with an initial borrowing capacity of $300.0 million. Loans advanced under the initial agreement had up to a six-month term. On May 12, 2015, the Partnership and STCW amended and restated the Five-Year Revolver to increase the borrowing capacity amount to $400.0 million. In connection with the amendment and restatement of the Five-Year Revolver, the Partnership paid an issuance fee of $0.2 million. The Five-Year Revolver, as amended and restated, provides for covenants such as restricting additional indebtedness above $600.0 million and requiring pari passu ranking with any new indebtedness, and contains customary events of default, such as nonpayment of principal when due, nonpayment of interest, fees or other amounts, violation of covenants, and cross-payment default (due to indebtedness in excess of $100.0 million). Borrowings under the Five-Year Revolver bear interest at the three-month LIBOR rate plus a margin. As of December 31, 2015, the interest rate for the Five-Year Revolver was 1.6%. The Five-Year Revolver also provides for customary fees, including administrative agent fees and commitment fees. Commitment fees began to accrue beginning on the date the Partnership entered into the Revolver agreement. The Five-Year Revolver was to originally mature on October 31, 2019. On February 22, 2016, the Partnership and STCW again amended and restated the Five-Year Revolver to provide that loans advanced under the facility could have a term ending on or before its maturity date. This amendment and restatement makes it possible for the Partnership, at its option, to borrow under the facility for periods in excess of the one-year maximum time period previously stipulated in the agreement. During 2015, we borrowed $70.8 million to partially fund the May 2015 Acquisition, and an additional $250.0 million to partially fund the July 2015 Acquisition. There were $320.8 million outstanding borrowings as of December 31, 2015 and no outstanding borrowings as of December 31, 2014. On June 29, 2015, in connection with the July 2015 Acquisition, the Partnership entered into a second revolving credit facility (the “364-Day Revolver”) with STCW as lender with an initial borrowing capacity of $100.0 million. All other terms and conditions are materially the same as those of the Five-Year Revolver. Borrowings under the 364-Day Revolver bear interest at the three-month LIBOR rate plus a margin. As of December 31, 2015 the interest rate for the 364-Day Revolver was 1.4%. The 364-Day Revolver also provides for customary fees, including administrative agent fees and commitment fees. Commitment fees began to accrue beginning on the date the Partnership entered into the 364-Day Revolver agreement. The Partnership paid a credit facility issuance fee of $0.1 million. On November 11, 2015, the Partnership and STCW amended and restated the 364-Day Revolver to increase the borrowing capacity amount from $100.0 million to $180.0 million. The Partnership also agreed to an additional issuance fee of $0.1 million paid within five business days. The 364-Day Revolver was amended to mature on November 10, 2016. On February 22, 2016, the Partnership and STCW again amended and restated the 364-Day Revolver to extend its maturity to March 1, 2017. All other terms and conditions of the agreement were unchanged. As of December 31, 2015 and 2014, the amount of credit facility issuance costs in Other assets is $0.6 million and $0.5 million, respectively. For 2015 and 2014, interest and fee expenses were approximately $4.0 million and $0.1 million, respectively. There were $458.2 million outstanding borrowings as of December 31, 2015 and no outstanding borrowings as of December 31, 2014. Zydeco Revolving Credit Facility Agreement On August 6, 2014, Zydeco entered into the Zydeco Revolver, a senior unsecured revolving credit facility agreement with STCW. The facility has a borrowing capacity of $30.0 million. Loans advanced under the agreement have up to a six-month term. Borrowings under the credit facility bear interest at the three-month LIBOR rate plus a margin. As of December 31, 2015 the interest rate for the Zydeco Revolver was 1.8%. The credit agreement governing the Zydeco Revolver provides for covenants such as requiring pari passu ranking with any new indebtedness and contains customary events of default, such as nonpayment of principal when due, nonpayment of interest, fees or other amounts, violation of covenants, and cross-payment default (due to indebtedness in excess of $100 million). The Zydeco Revolver also requires payment of customary fees, including issuance and commitment fees and matures in August 2019. During 2014, Zydeco had borrowings of $6.0 million from its revolving credit facility agreement in order to meet working capital requirements, which were repaid within two months of the withdrawal. Interest and fees incurred was approximately $0.1 million. There were no outstanding borrowings on the Zydeco Revolver as of December 31, 2015 and 2014. As of December 31, 2015, we were in compliance with the covenants contained in the Five-Year Revolver and the 364-Day Revolver, and Zydeco was in compliance with the covenants contained in the Zydeco Revolver. Any breach of covenants included in our debt agreements which could result in our related party lender demanding payment of the unpaid principal and interest balances will have a material adverse effect upon us and would likely require us to seek to renegotiate these debt arrangements with our related party lender and/or obtain new financing from other sources. Pecten Line of Credit On October 29, 2015, Pecten borrowed $6.0 million under a temporary line of credit with STCW. Pecten repaid this loan on November 25, 2015 and canceled this line of credit shortly thereafter. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | 10. Leases On December 1, 2014, we entered into a terminal services agreement with a related party in which we were to take possession of certain storage tanks storage tanks located in Port Neches, Texas, effective December 1, 2015. On October 26, 2015, the terminal services agreement was amended to provide for an interim in-service period for the purposes of commissioning the tanks in which we pay a nominal monthly fee. Our capitalized costs and related capital lease obligation commenced on December 1, 2015. Upon the in-service date, which is expected to occur during the second quarter of 2016, our monthly lease payment will be $0.4 million. In the eighteenth month after the in-service date, actual fixed and variable costs will be compared to premised costs. If the actual and premised operating costs differ by more than 5.0%, the lease will be adjusted accordingly and this adjustment will be effective for the remainder of the lease. The imputed interest rate on the capital portion of the lease is 15.7%. We are also obligated under various long-term and short-term noncancelable operating leases, primarily related to tank farm land leases. Several of the leases provide for renewal terms. Rental expense included in Operations and maintenance on the consolidated statements of income was $0.6 million for each of 2015, 2014 and 2013. The future minimum lease payments as of December 31, 2015, for the above lease obligations were: Total 2016 2017 2018 2019 2020 Remainder Operating lease for land $ 1.2 $ 0.5 $ 0.5 $ 0.2 $ — $ — $ — Capital lease for Port Neches storage tanks (1) 64.4 2.5 4.3 4.3 4.3 4.3 44.7 $ 65.6 $ 3.0 $ 4.8 $ 4.5 $ 4.3 $ 4.3 $ 44.7 (1) . As of December 31, 2015 and 2014, we had short-term payment obligations relating to capital expenditures totaling $1.9 million and $4.1 million, respectively. These represent unconditional payment obligations to vendors for products to be delivered in connection with capital projects. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | 11. Equity Private Placement On the May 18, 2015, the Partnership completed the sale of the Common Units in the Private Placement for approximately $297.4 million net proceeds ($300.0 million gross proceeds, or $39.00 per Common Unit, less $2.6 million of placement agent fees). In connection with the issuance of the Common Units, the Partnership issued the general partner units to the general partner for $6.1 million in order to maintain its 2.0% general partner interest in the Partnership. The Partnership used the net proceeds of the Private Placement to partially fund the May 2015 Acquisition. See Note 3 — Acquisitions Registration Rights Agreement In connection with the Private Placement, the Partnership entered into a Registration Rights Agreement with the investors, which granted them certain rights, including a requirement for us to file a shelf registration statement under the Securities Act with the SEC for the resale of the Common Units. On June 12, 2015, the Partnership filed a Registration Statement on Form S-1 with the SEC to register for resale the 7,692,308 Common Units issued and sold in the Private Placement. This registration statement was declared effective by the SEC on July 23, 2015. On November 2, 2015, the Partnership filed a Registration Statement on Form S-3 with the SEC relating to an indeterminate number of common units and partnership securities representing limited partner interests. Shelf Registration On November 2, 2015, the Partnership filed a universal shelf registration statement on Form S-3 with the SEC relating to an indeterminate number of common units and partnership securities representing limited partner interests. On November 17, 2015, the Partnership completed the sale of 9,200,000 common units representing limited partner interests to unaffiliated third parties in the Offering for approximately $296.8 million net proceeds ($299.4 million gross proceeds, less $2.6 million of underwriters’ discount and other offering costs) and issued 187,755 general partner units to our general partner to maintain its 2.0% general partner interest. Units Outstanding As of December 31, 2015, we had 84,367,376 common units outstanding. SPLC owned 21,475,068 common units and 67,475,068 subordinated units, representing an aggregate 57.4% limited partner interest, all of the incentive distribution rights, and 3,098,825 general partner units, representing a 2.0% general partner interest in the Partnership. The changes in the number of units outstanding from December 31, 2014 through December 31, 2015 are as follows: (in units) Public Common SPLC Common SPLC Subordinated General Partner Total Units issued in connection with IPO - November 2014 46,000,000 21,475,068 67,475,068 2,754,084 137,704,220 Balance as of December 31, 2014 46,000,000 21,475,068 67,475,068 2,754,084 137,704,220 Units issued in connection with Private Placement - June 2015 7,692,308 — — 156,986 7,849,294 Units issued in connection with public offering - November 2015 9,200,000 — — 187,755 9,387,755 Balance as of December 31, 2015 62,892,308 21,475,068 67,475,068 3,098,825 154,941,269 Distributions to our Unitholders The following table details the distributions declared and/or paid for the periods presented: Distributions Date Paid Three Months Public SPLC SPLC General Partner per Limited or to be Paid Ended Common Common Subordinated Incentive 2.0% Total Partner Unit (in millions, except per unit amounts) February 12, 2015 December 31, 2014 (1) $ 4.8 $ 2.2 $ 7.1 $ — $ 0.3 $ 14.4 $ 0.1042 May 14, 2015 March 31, 2015 8.0 3.8 11.8 — 0.5 24.1 0.1750 August 13, 2015 June 30, 2015 10.2 4.1 12.8 0.1 0.5 27.7 0.1900 November 12, 2015 September 30, 2015 11.0 4.4 13.9 0.4 0.6 30.3 0.2050 February 11, 2016 December 31, 2015 (2) 13.9 4.7 14.8 1.2 0.7 35.3 0.2200 (1) (2) Note 15 - Subsequent Events. Distributions to Noncontrolling Interest Distribution to noncontrolling interest in 2015 was $67.1 million. Distribution to noncontrolling interest in 2014 consists of (i) $25.2 million for the distribution paid to our Parent for its 57.0% equity interest in Zydeco and (ii) $6.8 million for the distribution payable to our Parent for the period October 1, 2014 through November 2, 2014. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 12 Months Ended |
Dec. 31, 2015 | |
Partners Capital Notes [Abstract] | |
Net Income Per Limited Partner Unit | 12. Net Income Per Limited Partner Unit Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income attributable to the partnership for the period by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and incentive distribution rights. Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the period presented. Our net income includes earnings of our Predecessors related to acquired businesses for periods prior to their acquisition by us. Under the two class method these earnings must be allocated entirely to our General Partner. We have allocated these earnings of our Predecessors to our General Partner. The following tables show the allocation of net income to arrive at net income per limited partner unit: 2015 2014 Net income $ 272.9 $ 148.9 Less: Net income attributable to the Predecessors 39.3 124.1 Net income attributable to noncontrolling interests 66.5 11.4 Net income attributable to the Partnership 167.1 13.4 Less: General partner's distribution declared 4.0 0.3 Limited partners' distribution declared on common units 60.1 7.0 Limited partner's distribution declared on subordinated units 53.3 7.1 Income in excess of distributions (distributions in excess of income) $ 49.7 $ (1.0 ) 2015 General Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 4.0 $ 60.1 $ 53.3 $ 117.4 Income in excess of distributions 1.0 25.4 23.3 49.7 Net income attributable to the Partnership $ 5.0 $ 85.5 $ 76.6 $ 167.1 Weighted average units outstanding (in millions): Basic 2.9 73.4 67.5 143.8 Diluted 2.9 73.4 67.5 143.8 Net income per limited partner unit (in dollars): Basic $ 1.16 $ 1.14 Diluted $ 1.16 $ 1.14 2014 General Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 0.3 $ 7.0 $ 7.1 $ 14.4 Distributions in excess of net income subsequent to the IPO — (0.5 ) (0.5 ) (1.0 ) Net income attributable to the Partnership $ 0.3 $ 6.5 $ 6.6 $ 13.4 Weighted average units outstanding (in millions): Basic 2.7 67.5 67.5 137.7 Diluted 2.7 67.5 67.5 137.7 Net income per limited partner unit (in dollars): Basic $ 0.10 $ 0.10 Diluted $ 0.10 $ 0.10 |
Transactions with Major Custome
Transactions with Major Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks And Uncertainties [Abstract] | |
Transactions with Major Customers and Concentration of Credit Risk | 13. Transactions with Major Customers and Concentration of Credit Risk The following table shows revenues from third party customers that accounted for 10% or a greater share of consolidated revenues for the indicated years: 2015 2014 2013 Customer A $ 26.2 $ 22.2 $ 20.8 Customer B 39.5 39.4 1.8 Customer C 85.7 44.6 6.2 Customer D 44.7 20.2 — Our Parent and its affiliates accounted for 32%, 38% and 56% of our total revenues for 2015, 2014 and 2013, respectively. The following table shows accounts receivable from third party customers that accounted for 10% or a greater share of consolidated net accounts receivable for the indicated years: 2015 2014 Customer B $ 3.4 $ 6.3 Customer C 7.2 5.7 Customer D 3.9 3.0 We have a concentration of revenues and trade receivables due from customers in the same industry, our Parent’s affiliates, integrated oil companies, and independent exploration, production and refining companies. These concentrations of customers may impact our overall exposure to credit risk as they may be similarly affected by changes in economic, regulatory and other factors. We are potentially exposed to concentration of credit risk primarily through our accounts receivable with our Parent. These receivables have payment terms of 30 days or less. We monitor the creditworthiness of our Parent, which has an investment grade credit rating and no history of collectability issues, and we monitor the creditworthiness of third-party major customers. We manage our exposure to credit risk through credit analysis, credit limit approvals and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees. As of December 31, 2015 and 2014, there were no such arrangements. We have concentrated credit risk for cash by maintaining deposits in a major bank, which may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the bank and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. As of December 31, 2015, we had approximately $92.5 million in cash and cash equivalents in excess of FDIC limits. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Environmental Matters We are subject to federal, state, and local environmental laws and regulations. We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income in the period in which they are probable and reasonably estimable. As of December 31, 2015 and 2014, there were no accruals for environmental clean-up costs. Legal Proceedings SPLC and certain affiliates are named defendants in lawsuits and governmental proceedings that arise in the ordinary course of our business. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. While there are still uncertainties related to the ultimate costs we may incur, based upon our evaluation and experience to date, we do not expect that the ultimate resolution of these matters will have a material adverse effect on our financial position, operating results or cash flows. Effective July 31, 2014, a rate case was filed against Zydeco with FERC. The rate case was resolved by a settlement approved by FERC which established maximum uncommitted (or non-contract) rates for uncommitted shippers effective December 1, 2015. The settlement also provided for rate refunds for shippers of the difference between the higher pre-settlement uncommitted (or non-contract) rates and the lower settlement rates for the period from July 31, 2014 to November 30, 2015 (plus interest). We accrued $2.3 million for the settlement as of December 31, 2015 which was paid in January 2016. The Partnership has the right under the Omnibus Agreement to seek indemnification from SPLC for some of the costs incurred. On a prospective basis, a successful challenge of any of our rates, or any changes to FERC’s approved rate or index methodologies, could adversely affect our revenue and cash flows, including our ability to make distributions to our unitholders. Indemnification Under our Omnibus Agreement, certain environmental liabilities, tax liabilities, litigation and other matters attributable to the ownership or operation of our assets prior to the IPO are indemnified by SPLC. For more information see Note 4 –Related Party Transactions Other Commitments We hold cancelable easements or rights-of-way arrangements from landowners permitting the use of land for the construction and operation of our pipeline systems. Obligations under these easements are not material to the results of our operations. Leases We have an operating lease for land, and a capital lease for storage tanks. For more information relating to our lease obligations, for more information see Note 4 –Related Party Transactions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event(s) | 15. Subsequent Event(s) We have evaluated events that occurred after December 31, 2015 through the issuance of these consolidated financial statements. Any material subsequent events that occurred during this time have been properly recognized or disclosed in the consolidated financial statements and accompanying notes. Distribution On February 11, 2016, we paid a cash distribution of $0.2200 per limited partner unit to unitholders of record on February 1, 2016, for the three months ended December 31, 2015. The total distribution paid was $35.3 million, with $13.8 million paid to our non-affiliated common unitholders and $19.6 million, $0.7 million and $1.2 million paid to SPLC for its common unit ownership, general partner interest and incentive distribution rights. See Note 11—Equity—Distributions to our Unitholders Amendment and Restatement of Debt On February 22, 2016, the Partnership and STCW again amended and restated the Five-Year Revolver to provide that loans advanced under the facility could have a term ending on or before its maturity date. This amendment and restatement makes it possible for the Partnership, at its option, to borrow under the facility for periods in excess of the one-year maximum time period previously stipulated in the agreement. On February 22, 2016, the Partnership and STCW again amended and restated the 364-Day Revolver to extend its maturity to March 1, 2017. All other terms and conditions of the agreement were unchanged . Facilities Modification and Reimbursement Agreement Zydeco and LOOP LLC, in which SPLC owns a 46.1% interest, entered into a Facilities Modification and Reimbursement Agreement effective January 15, 2016 wherein LOOP LLC agreed to undertake certain upgrades to its facilities to accommodate an additional 100 kbpd of crude receipts in Clovelly, Louisiana resulting from Zydeco electrical and pump upgrades at Houma, Louisiana. If the upgrades are not complete by September 15, 2016, Zydeco agreed to reimburse LOOP LLC for the cost of the upgrades to its facilities up to $5.0 million, unless the project delay is due to force majeure or the parties mutually agreed to a later date. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 16. Selected Quarterly Financial Data (Unaudited) (in millions of dollars, except for per unit data) Total Revenues Income Before Income Taxes Net Income Net Income Attributable to the Partnership Limited Partners' Interest in Net Income Attributable to the Partnership Net Income per Common Unit Attributable to the Partnership - Basic and Diluted 2015 First (1) $ 65.9 $ 49.3 $ 49.1 $ 23.6 $ 23.1 $ 0.17 Second (1) 79.8 60.8 60.7 32.2 31.5 0.23 Third (1) 96.2 90.3 90.6 54.3 52.8 0.37 Fourth 84.6 72.4 72.5 57.0 54.7 0.38 2014 First (1) $ 51.6 $ 23.7 $ 23.7 (2) (2) (2) Second (1) 62.2 40.4 40.4 (2) (2) (2) Third (1) 63.2 39.1 39.1 (2) (2) (2) Fourth (1) 73.3 45.9 45.7 13.4 13.1 0.10 (1) ( 2 ) The following table reconciles the previously reported amounts to those shown above. This table shows 2015 and 2014 quarterly adjustments to total revenues, income before income taxes and net income applicable to our acquisition of the Shell Auger and Lockport Operations. 2015 (in millions of dollars, except for per unit data) Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results First Quarter 2015 Total Revenue $ 51.7 $ 14.2 $ 65.9 Income before income taxes 41.6 7.7 49.3 Net Income 41.4 7.7 49.1 Second Quarter 2015 Total Revenue $ 57.6 $ 22.2 $ 79.8 Income before income taxes 45.4 15.4 60.8 Net Income 45.3 15.4 60.7 Third Quarter 2015 Total Revenue $ 72.4 $ 23.8 $ 96.2 Income before income taxes 74.1 16.2 90.3 Net Income 74.4 16.2 90.6 ( 1) (2) 2014 (in millions of dollars, except for per unit data) Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results First Quarter 2014 Total Revenue $ 36.3 $ 15.3 $ 51.6 Income before income taxes 15.2 8.5 23.7 Net Income 15.2 8.5 23.7 Second Quarter 2014 Total Revenue $ 43.6 $ 18.6 $ 62.2 Income before income taxes 26.6 13.8 40.4 Net Income 26.6 13.8 40.4 Third Quarter 2014 Total Revenue $ 46.9 $ 16.3 $ 63.2 Income before income taxes 31.0 8.1 39.1 Net Income 31.0 8.1 39.1 Fourth Quarter 2014 Total Revenue $ 55.6 $ 17.7 $ 73.3 Income before income taxes 35.8 10.1 45.9 Net Income 35.6 10.1 45.7 (1) (2) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business We are a fee-based, growth-oriented master limited partnership formed by Shell to own, operate, develop and acquire pipelines and other midstream assets. Our assets consist of interests in entities that own crude oil and refined products pipelines serving as key infrastructure to transport onshore and offshore crude oil production to Gulf Coast refining markets and to deliver refined products from those markets to major demand centers. As of December 31, 2015, we own interests in four crude oil pipeline systems, two refined products systems and a crude storage terminal. The crude oil pipeline systems, which are held by Zydeco Pipeline Company LLC (“Zydeco”), Mars Oil Pipeline Company (“Mars”), Poseidon Oil Pipeline Company LLC (“Poseidon”) and the Auger Pipeline System (“Auger”), are strategically located along the Texas and Louisiana Gulf Coast and in the Gulf of Mexico. These systems link major onshore and offshore production areas with key refining markets. The refined products pipeline systems, which are held by Bengal Pipeline Company LLC (“Bengal”) and Colonial Pipeline Company (“Colonial”), connect Gulf Coast and southeastern U.S. refineries to major demand centers from Alabama to New York. The crude storage terminal, which is held by the Lockport Terminal (“Lockport”), is located southwest of Chicago and serves Midwest refineries. On July 1, 2014, SPLC formed a wholly owned subsidiary named Zydeco. In anticipation of our initial public offering (“IPO”) of common units by the Partnership, SPLC contributed the fixed assets and certain agreements of the crude oil pipeline system from Houston, Texas to Houma, Louisiana (Ho-Ho, now referred to as “Zydeco pipeline” or “Zydeco pipeline system”) and other related fixed assets of SPLC to Zydeco. The working capital balances of $1.8 million related to Zydeco pipeline as of June 30, 2014 were not contributed from SPLC to Zydeco. On November 3, 2014, we completed our IPO and our common units trade on the New York Stock Exchange under the symbol “SHLX.” In preparation for its sale of the Auger and Lockport businesses to us (the “Shell Auger and Lockport Operations” or “Auger and Lockport”), on October 1, 2015, SPLC contributed all but the working capital of Auger and Lockport to Pecten Midstream LLC (“Pecten”), a wholly owned subsidiary of SPLC. On November 11, 2015 (effective October 1, 2015), we acquired a 100.0% interest in Pecten from SPLC for $390.0 million. We funded this acquisition with a combination of a public issuance of common units, the issuance of additional general partner units to our general partner, borrowings under our 364-Day Revolver and cash on hand. As of December 31, 2015, we own a 100.0% interest in Pecten, a 62.5% interest in Zydeco, a 28.6% interest in Mars, a 36.0% interest in Poseidon, a 49.0% interest in Bengal and a 3.0% interest in Colonial. Zydeco is consolidated within our consolidated financial statements as a subsidiary. We obtained control of this affiliate via a voting agreement with SPLC through which we have voting power over the ownership interest retained by SPLC in Zydeco. The 37.5% ownership interest in Zydeco retained by SPLC is reflected as noncontrolling interest in our consolidated financial statements. The ownership of Pecten is consolidated within our consolidated financial statements as a subsidiary. We account for each of our investments in Mars, Bengal and Poseidon using the equity method of accounting, and we account for our investment in Colonial using the cost method of accounting. We generate the majority of our revenue under long-term agreements by charging fees for the transportation and storage of crude oil and refined products through our pipelines and storage tanks. We do not engage in the marketing and trading of any commodities. Our operations consist of one reportable segment. |
Basis of Presentation | Basis of Presentation Our consolidated financial statements include all majority owned and non-majority owned subsidiaries required to be consolidated under generally accepted accounting principles in the United States (“GAAP”). Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars. The accompanying consolidated financial statements and related notes have been prepared under the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, the single source of GAAP. The acquisition of Pecten was a transfer of a business between entities under common control, which requires it to be accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative financial information. Accordingly, the accompanying financial statements and notes have been retrospectively adjusted to include the historical results and financial position of the Shell Auger and Lockport Operations prior to the effective date of the acquisition. The additional acquisitions of interests in Zydeco, Colonial and Poseidon, all made in 2015, represented transfers of assets. Accordingly, these assets are included in the financial statements prospectively from the effective date of each acquisition. See Note 3 – Acquisitions The consolidated financial statements for the periods below were derived from the financial statements and accounting records of SPLC and Shell. Our predecessor refers to our operations prior to the IPO. Specifically, our predecessor for accounting purposes (“Predecessor”) comprises the following: · Houston-to-Houma crude oil pipeline system (“Ho-Ho”) for periods prior to July 1, 2014; · Zydeco Pipeline Company LLC (“Zydeco”) for the period from July 1, 2014 through November 2, 2014; provided, however, the financial results of Ho-Ho and Zydeco have been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. We refer to the Shell Auger and Lockport Operations for the period from November 3, 2014 through September 30, 2015 as “the Shell Auger and Lockport Predecessor.” We refer to our Predecessor and the Shell Auger and Lockport Predecessor collectively as our “Predecessors.” Effective October 1, 2015, we acquired a business from SPLC, the Shell Auger and Lockport Operations, which we consolidate. The results of our Predecessors also include the operations of this business prior to October 1, 2015. These statements reflect the consolidated historical results of operations, financial position and cash flows as if the Predecessors’ business and the Shell Auger and Lockport Operations business had been consolidated entities for all periods prior to the effective dates of acquisition, November 3, 2014 and October 1, 2015. Expense Allocations. The consolidated statements of income also include expense allocations to our Predecessor, as retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations, prior to July 1, 2014, and to the Shell Auger and Lockport Predecessor for the period from July 1, 2014 through September 30, 2015, for certain functions performed by SPLC and Shell during such periods. Such costs were charged to our Predecessor and are included in either general and administrative expenses or operations and maintenance expenses in the accompanying consolidated statements of income, depending on the nature of the employee’s role in our operations. The expense allocations have been determined on a basis that we, SPLC and Shell consider to be a reasonable reflection of the utilization of the services provided or the benefit received by our Predecessor during the periods presented. Nevertheless, the consolidated financial statements may not include all of the expenses that would have been incurred as a separate, publicly-traded company during the periods prior to November 3, 2014 and may not reflect our consolidated statements of income and cash flows as a separate, publicly-traded company during the periods prior to November 3, 2014. Beginning from July 1, 2014, Zydeco, our Predecessor, entered into an operating and management agreement with SPLC (the “Management Agreement”) under which SPLC provides general management and administrative services to us. Therefore, we no longer receive allocated corporate expenses from SPLC. We will continue to receive direct and allocated field and regional expenses from SPLC including payroll expenses not covered under the operating and management agreement. In addition, beginning from October 1, 2015, Pecten entered into an operating and management agreement under which we receive direct and allocated field and regional expenses from SPLC. See details of related party transactions in Note 4 — Related Party Transactions Cash. Prior to the contribution of fixed assets and certain agreements on July 1, 2014, regarding Zydeco, and October 1, 2015 regarding the Shell Auger and Lockport Operations, the cash generated and used by our operations was deposited to SPLC’s centralized account which was comingled with the cash of other pipeline entities controlled by SPLC. SPLC funded our operating and investing activities as needed. Accordingly, we did not record any cash and cash equivalents held by SPLC on our behalf for any period prior to July 1, 2014, regarding Zydeco, and October 1, 2015, regarding the Shell Auger and Lockport Operations. We reflected the cash generated by our operations and expenses paid by SPLC on behalf of our operations as Net contributions from (distributions to) Parent within the accompanying consolidated statements of changes in equity and consolidated statements of cash flows. On July 1, 2014, regarding Zydeco, and October 1, 2015, regarding the Shell Auger and Lockport Operations, we established our own cash accounts for the funding of our operating and investing activities, with the exception of the capital expenditures incurred by SPLC on our behalf and then contributed to us. All financial information represents the consolidated statements of income, balance sheets and cash flows accordingly: · Our consolidated statements of income and cash flows for 2015 consist of the combined results of the Shell Auger and Lockport Operations prior to the acquisition date and the consolidated activity of the Partnership. Our consolidated statements of income and cash flows for 2014 consist of the consolidated results of the Partnership for the period from November 3, 2014 through December 31, 2014, the results of the Shell Auger and Lockport Operations for the entirety of 2014, and the combined results of our Predecessor for the period from January 1, 2014 through November 2, 2014. Our consolidated statements of income and cash flows for 2013 consists of the combined results of the Shell Auger and Lockport Operations and our Predecessor. · Our consolidated balance sheet as of December 31, 2015, consists of the consolidated balances of the Partnership, while as of December 31, 2014, it consists of the combined balances of the Shell Auger and Lockport Operations and the Partnership. · Our consolidated statement of changes in equity for 2015 consists of the combined results of the Shell Auger and Lockport Operations prior to the acquisition date and the consolidated activity of the Partnership. Our consolidated statement of changes in equity for 2014 consists of both the combined activity for the Shell Auger and Lockport Operations and our Predecessor prior to November 3, 2014, and the consolidated activity for the Shell Auger and Lockport Operations and the Partnership completed subsequent to the IPO on November 3, 2014. Our consolidated statement of changes in equity for 2013 consists of the combined activity of the Shell Auger and Lockport Operations and our Predecessor. The Partnership generally accounts for investments in 20.0% to 50.0%-owned affiliates, and investments in less than 20.0%-owned affiliates where it has the ability to exercise significant influence, under the equity method. We own a 100.0% interest in Pecten, a 62.5% interest in Zydeco, a 28.6% interest in Mars, a 49.0% interest in Bengal, a 36.0% interest in Poseidon and a 3.0% interest in Colonial. Accordingly, the consolidated historical financial statements for the Partnership reflect the consolidation of Pecten (Shell Auger and Lockport Operations) and Zydeco (100.0%), and the investments in Mars, Bengal and Poseidon using the equity method of accounting. Our investment in Colonial is accounted for as a cost method investment. Post-IPO Periods On November 3, 2014, we completed our IPO of 46,000,000 common units (including 6,000,000 common units issued pursuant to the exercise of the underwriters’ over-allotment option). The Partnership received net proceeds of $1,011.7 million from the sale of 46,000,000 common units, after deducting underwriter discounts, commissions, structuring fees and other offering expenses of $46.3 million. At the completion of the IPO, SPLC owned 21,475,068 common units and 67,475,068 subordinated units, representing an aggregate 64.6% limited partner interest. SPLC also owned a 100.0% interest in our general partner, which in turn owned 2,754,084 general partner units, representing a 2.0% general partner interest. References to the Partnership or other expressions defined above for time periods beginning November 3, 2014 refer to the post-IPO accounting periods of Shell Midstream Partners, L.P. Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. On May 18, 2015, the Partnership completed the sale of 7,692,308 common units representing limited partner interests (the “Common Units”) to unaffiliated third parties in a private placement (the “Private Placement”) for approximately $297.4 million net proceeds ($300.0 million of gross proceeds less $2.6 million of placement agent fees and other offering costs) and issued 156,986 general partner units to our general partner to maintain its 2.0% general partner interest. On November 17, 2015, the Partnership completed the sale of 9,200,000 common units representing limited partner interests to unaffiliated third parties in a public offering (the “Offering”) for approximately $296.8 million net proceeds ($299.4 million of gross proceeds less $2.6 million of underwriters’ discount and other offering costs). The Partnership also issued 187,755 general partner units to our general partner to maintain its 2.0% general partner interest. Upon the closing of the offering on November 17, 2015, SPLC’s wholly-owned subsidiary, Shell Midstream LP Holdings LLC, owned 21,475,068 common units and 67,475,068 subordinated units in the Partnership, representing an aggregate 57.4% limited partner interest. SPLC also owned a 100.0% interest in Shell Midstream Partners GP LLC, which in turn owned 3,098,825 general partner units, representing a 2.0% general partner interest, and all of the incentive distribution rights in the Partnership. |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include all subsidiaries where the Partnership has control. The assets and liabilities in the accompanying consolidated financial statements have been reflected on a historical basis. All significant intercompany accounts and transactions are eliminated upon consolidation. We own 62.5% of the ownership interest in Zydeco. We record a noncontrolling interest for the 37.5% ownership interest in Zydeco retained by SPLC. We obtained control of Zydeco via the voting agreement between SPLC and us under which we have voting power over the ownership interests retained by SPLC in Zydeco. On November 17, 2015, the Partnership acquired 100.0% of the ownership interest in Pecten, with an effective date of October 1, 2015. Our historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, and cash flows of the Shell Auger and Lockport Operations prior to the effective date of the acquisition, as if we owned the business for all periods presented since this was a common control transaction. |
Regulation | Regulation Certain businesses are subject to regulation by various authorities including, but not limited to the Federal Energy Regulatory Commission (“FERC”). Regulatory bodies exercise statutory authority over matters such as construction, rates and ratemaking and agreements with customers. |
Net Parent Investment | Net Parent Investment In the accompanying consolidated balance sheets, Net Parent Investment represents SPLC’s historical investment in us, our accumulated net earnings through the date which we obtained control of the respective subsidiaries, and the net effect of transactions with, and allocations from, SPLC and Shell Oil Company. Retrospectively adjusted financial information from prior to the acquisition of the Shell Auger and Lockport Operations is included in Net Parent Investment. |
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 amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from those estimates. |
Common Control Transactions | Common Control Transactions |
Revenue Recognition | Revenue Recognition Our revenues are primarily generated from crude oil transportation services and also storage services. In general, we recognize revenue from customers when all of the following criteria are met: (1) persuasive evidence of an exchange arrangement exists; (2) delivery or storage has occurred or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. We record revenue for crude oil transportation and storage services over the period in which they are earned (i.e., either physical delivery or storage of product has taken place or the services designated in the contract have been performed). We accrue revenue based on services rendered but not billed for that accounting month. Additionally, we provide crude storage rental services to third parties and related parties under long-term contracts. As a result of FERC regulations, revenues we collect may be subject to refund. We establish reserves for these potential refunds based on actual expected refund amounts on the specific facts and circumstances. We had no reserves for potential refunds as of December 31, 2015 and 2014. Our FERC-approved transportation services agreements on Zydeco entitle the customer to a specified amount of guaranteed capacity on a pipeline. This capacity cannot be pro-rated even if the pipeline is oversubscribed. In exchange, the customer makes a specified monthly payment regardless of the volume transported. If the customer does not ship its full guaranteed volume in a given month, it makes the full monthly cash payment and may ship the unused volume in a later month for no additional cash payment for up to 12 months, subject to availability on the pipeline. If there is insufficient capacity on the pipeline to allow the unused volume to be shipped, the customer forfeits its right to ship such unused volume. Cash collected from customers for shortfalls under these agreements are recorded as deferred revenue. The Partnership recognizes deferred revenue under these arrangements into revenue once all contingencies or potential performance obligations associated with the related volumes have either (1) been satisfied through the transportation of future excess volumes of crude oil, or (2) expired (or lapsed) through the passage of time pursuant to the terms of the FERC-approved transportation services agreement. Because the expiration of a customer’s right to utilize shortfall payments is twelve months or less, we classify deferred revenue as a short term liability. Deferred revenue balance was $6.2 million and $20.0 million as of December 31, 2015 and 2014, respectively. Our long-term transportation agreements and tariffs for crude oil transportation include a product loss allowance, or “PLA.” PLA is intended to assure proper measurement of the crude oil despite solids, water, evaporation and variable crude types that can cause mismeasurement. The PLA provides additional revenue for us if product losses on our pipelines are within the allowed levels, and we are required to compensate our customers for any product losses that exceed the allowed levels. We take title to any excess loss allowance when product losses are within an allowed level, and we convert that product to cash several times per year at prevailing market prices to a related party. Revenues for the indicated years comprise the following: 2015 2014 2013 Transportation Revenue - third party $ 214.3 $ 146.5 $ 55.1 Transportation Revenue - related party 96.2 86.1 71.5 Total transportation revenue 310.5 232.6 126.6 Storage services revenue - third party 8.5 8.5 9.9 Storage services revenue - related party 7.5 9.2 11.3 Total storage revenue 16.0 17.7 21.2 Total revenue $ 326.5 $ 250.3 $ 147.8 |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents comprise cash on deposit at banks. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent valid claims against customers for products sold or services rendered, net of allowances for doubtful accounts. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. We establish provisions for losses on accounts receivable due from shippers and operators if we determine that we will not collect all or part of the outstanding balance. Outstanding customer receivables are regularly reviewed for possible nonpayment indicators, and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at each balance sheet date. As of December 31, 2015 and 2014, our allowance for doubtful accounts was not material. |
Allowance Oil | Allowance Oil A PLA factor per barrel is incorporated into applicable crude oil tariffs to cover evaporation and other loss in transit. Allowance oil represents the net difference between the tariff PLA volumes and the actual volumetric losses. Our allowance oil is valued at cost using the average market price of the relevant type of crude oil during the month product was transported. As of December 31, 2015 and 2014, allowance oil on the balance sheet was $4.2 million and $4.1 million, respectively. Gains and losses from the conversion of allowance oil to cash and gains and losses from pipeline operations that relate to allowance oil are recorded in Operations and maintenance expenses in the accompanying consolidated statements of income. During 2014, we made a sale of allowance oil at prevailing market prices to a Shell affiliate. In 2015, we made multiple sales of allowance oil to third parties and Shell affiliates. See Note 4 — Related Party Transactions |
Equity Method Investments | Equity Method Investments Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by the equity method investees. Equity method investments are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in net income. Differences in the basis of the investments and the separate net asset value of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets. The following table shows our net purchase cost adjustment and amortization of such regarding our equity method investments as of 2015 and 2014: Mars Bengal (1) Poseidon (2) Total Acquired on November 3, 2014 $ 12.2 $ (6.3 ) $ — $ 5.9 Amortization 0.1 — — 0.1 Balance as of December 31, 2014 12.1 (6.3 ) — 5.8 July 2015 Acquisition — — 10.7 10.7 Amortization 1.0 (0.3 ) 0.4 1.1 Balance as of December 31, 2015 $ 11.1 $ (6.0 ) $ 10.3 $ 15.4 (1) (2) Note 3 - Acquisitions. |
Property, Plant and Equipment | Property, Plant and Equipment Our property, plant and equipment is recorded at its historical cost of construction or, upon acquisition, at either the fair value of the assets acquired or the cost to the entity that placed the asset in service. Expenditures for major renewals and betterments are capitalized while those minor replacement, maintenance, and repairs which do not improve or extend asset life are expensed when incurred. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirect construction costs. We use the straight-line method to depreciate property, plant and equipment based on the estimated useful life of the asset. We report gains or losses on dispositions of fixed assets as loss (gain) from disposition of fixed assets in the accompanying consolidated statements of income. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We evaluate long-lived assets of identifiable business activities for impairment when events or changes in circumstances indicate, in our management’s judgment, that the carrying value of such assets may not be recoverable. These events include market declines that are believed to be other than temporary, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in the legal or business environment such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we perform an impairment assessment by comparing our management’s estimate of forecasted undiscounted future cash flows associated with the asset to the asset’s net book value. If the net book value exceeds our estimate of forecasted undiscounted cash flows, an impairment is calculated as the amount the net book value exceeds the estimated discounted future cash flows associated with the asset. We determined that there were no asset impairments in 2015, 2014 or 2013. |
Income Taxes | Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our net income are generally borne by our partners through the allocation of taxable income. Our income tax expense results from partnership activity in the state of Texas, as conducted by Zydeco. Income taxes (benefit) expense for 2015, 2014, and 2013 were $(0.1) million, $0.2 million and $0.1 million, respectively. |
Cost Method Investment | Cost Method Investment We account for investments in entities we do not control or account for under the equity method under the cost method. Cost method investments are reported as other assets in our consolidated balance sheets. Our cost investment included a 3.0% interest in Colonial with a balance of $6.2 million as of December 31, 2015, and a 1.612% interest in Colonial with a balance of $3.7 million |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations represent legal and constructive obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses at fair value on a discounted basis when they are incurred and can be reasonably estimated. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when settled at the time the asset is taken out of service. Our asset retirement obligations relate to our exclusive right of use of a portion of the Garden Banks 128 “A” Platform (GB 128A), where we operate facilities relating to the Auger pipeline system. Our right of use agreement provides that we pay our share of the GB 128A decommissioning costs when and if that platform ceases operation. We have determined that a significant portion of our assets utilizing GB 128A have an indeterminate life, and as such, the fair values of those associated retirement obligations are not reasonably estimable. These assets include offshore pipelines pump and meter stations whose retirement dates will depend mostly on the various supply sources that connect to our systems and the ongoing demand for usage in the markets we serve. We expect these supply sources and market demands to continue for the foreseeable future, therefore we are unable to estimate retirement dates that would result in asset retirement obligations. Asset retirement obligations are adjusted each period for liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows. A reconciliation of changes in asset retirement obligations for 2015 and 2014 is as follows: 2015 2014 Balance at beginning of year $ 1.3 $ 1.2 Accretion expense — 0.1 Balance at end of year $ 1.3 $ 1.3 We continue to evaluate our asset retirement obligations and future developments could impact the amounts we record. The demand for our pipelines depends on the ongoing demand to move crude oil through the system. Although individual assets will be replaced as needed, our pipelines will continue to exist for an indefinite useful life. As such, there is uncertainty around the timing of any asset retirement activities. As a result, with the exception of the platform related asset retirement obligations stated above, we determined that there is not sufficient information to make a reasonable estimate of the asset retirement obligations for our remaining assets as of December 31, 2015 and 2014. |
Pensions and Other Postretirement Benefits | Pensions and Other Postretirement Benefits We do not have our own employees. Employees that work on our pipelines or terminal are employees of SPLC and we share employees with other SPLC-controlled and non-controlled entities. For presentation of these accompanying consolidated financial statements, our portion of payroll costs and employee benefit plan costs have been allocated to us as a charge to us by SPLC and Shell Oil Company. Shell Oil Company sponsors various employee pension and postretirement health and life insurance plans. For purposes of these accompanying consolidated financial statements, we are considered to be participating in the benefit plans of Shell Oil Company. We participate in the following defined benefits plans: Shell Oil Pension Plan, Shell Oil Retiree Health Care Plan, and Pennzoil-Quaker State Retiree Medical & Life Insurance. As a participant in these benefit plans, we recognize as expense in each period an allocation from Shell Oil Company, and we do not recognize any employee benefit plan assets or liabilities. See Note 4 — Related Party Transactions |
Legal | Legal We are subject to litigation and regulatory proceedings as the result of our business operations and transactions. We use both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements. In general, we expense legal costs as incurred. When we identify specific litigation that is expected to continue for a significant period of time, is reasonably possible to occur and may require substantial expenditures, we identify a range of possible costs expected to be required to litigate the matter to a conclusion or reach an acceptable settlement, and we accrue for the lower end of the range. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. |
Environmental Matters | Environmental Matters We are subject to federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on their economic benefit. We expense costs such as permits, compliance with existing environmental regulations, remedial investigations, soil sampling, testing and monitoring costs to meet applicable environmental laws and regulations where prudently incurred or determined to be reasonably possible in the ordinary course of business. We are permitted to recover such expenditure through tariff rates charged to customers. We also expense costs that relate to an existing condition caused by past environmental incidents, which do not contribute to current or future revenue generation. We discount environmental liabilities to a net present value, and we record environmental liabilities when environmental assessments and/or remedial efforts are probable and we can reasonably estimate the costs. Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal plan of action. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. We do not use regulatory accounting principles. For 2015, 2014 and 2013, we incurred zero, $3.0 million and $13.6 million, respectively of environmental cleanup costs. Due to the formation of Zydeco via the contribution of fixed assets and certain agreements from SPLC, Zydeco was indemnified by SPLC against environmental cleanup costs for incidents that occurred prior to Zydeco’s formation on July 1, 2014. In 2013, the West Columbia pipeline segment experienced a breach in which approximately 940 barrels of oil released in the vicinity of the pipeline. During 2013, we incurred $12.1 million in costs primarily related to several large maintenance projects for the containment of this incident at the West Columbia pipeline. Our Predecessor disposed of the West Columbia pipeline in 2013. In addition, as a result of the contribution of Pecten from SPLC, SHLX was indemnified by SPLC against cleanup costs for incidents that occurred at Auger or Lockport prior to the contribution of Pecten on October 1, 2015. There were no environmental incidents related to Auger or Lockport during the periods presented. As of December 31, 2015 and 2014, we had no accruals for environmental clean-up costs. Refer to Note 4 — Related Party Transactions We routinely conduct reviews of potential environmental issues and claims that could impact our assets or operations. These reviews assist us in identifying environmental issues and estimating the costs and timing of remediation efforts. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. These revisions are reflected in our income in the period in which they are probable and reasonably estimable. |
Other Contingencies | Other Contingencies We recognize liabilities for other contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the lower end of the range is accrued. |
Fair Value Estimates | Fair Value Estimates We measure assets and liabilities requiring fair value presentation or disclosure using an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability) and disclose such amounts according to the quality of valuation inputs under the following hierarchy: Level 1: Quoted prices in an active market for identical assets or liabilities. Level 2: Inputs other than quoted prices that are directly or indirectly observable. Level 3: Unobservable inputs that are significant to the fair value of assets or liabilities. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. The carrying amounts of our accounts receivable, accounts payable, accrued liabilities and revolving credit agreements approximate their carrying values due to their short term nature. Nonrecurring Fair Value Measurements — Fair value measurements are applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which consist primarily of asset retirement obligations. Nonrecurring fair value measurements are also applied, when applicable, to determine the fair value of our long-lived assets. |
Net Income per Limited Partner Unit | Net income per limited partner unit Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the IPO by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units, general partner units, and incentive distribution rights. Basic and diluted net income per unit are the same because we do not have any potentially dilutive units outstanding for the period presented. |
Comprehensive Income | Comprehensive Income We have not reported comprehensive income due to the absence of items of other comprehensive income in the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the FASB issued accounting standards update to Subtopic 835-30, Interest – Imputation of Interest In April 2015, the FASB issued an accounting standards update to topic 260, Earnings Per Share In July 2015, the FASB issued accounting standards update to topic 330, Inventory In August 2015, the FASB affirmed its earlier proposal to defer the effective date of the new revenue standard topic 606, Revenue from Contracts with Customers In August 2015, the FASB issued an accounting standards update to Subtopic 835-30, Interest – Imputation of Interest In September 2015, the FASB issued accounting standards update to topic 805, Business Combinations In February 2016, the FASB issued accounting standards update to topic 842, Leases . |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Revenues | Revenues for the indicated years comprise the following: 2015 2014 2013 Transportation Revenue - third party $ 214.3 $ 146.5 $ 55.1 Transportation Revenue - related party 96.2 86.1 71.5 Total transportation revenue 310.5 232.6 126.6 Storage services revenue - third party 8.5 8.5 9.9 Storage services revenue - related party 7.5 9.2 11.3 Total storage revenue 16.0 17.7 21.2 Total revenue $ 326.5 $ 250.3 $ 147.8 |
Summary of Net Purchase Cost Adjustment and Amortization of Equity Method Investment | The following table shows our net purchase cost adjustment and amortization of such regarding our equity method investments as of 2015 and 2014: Mars Bengal (1) Poseidon (2) Total Acquired on November 3, 2014 $ 12.2 $ (6.3 ) $ — $ 5.9 Amortization 0.1 — — 0.1 Balance as of December 31, 2014 12.1 (6.3 ) — 5.8 July 2015 Acquisition — — 10.7 10.7 Amortization 1.0 (0.3 ) 0.4 1.1 Balance as of December 31, 2015 $ 11.1 $ (6.0 ) $ 10.3 $ 15.4 (1) (2) Note 3 - Acquisitions. |
Schedule of Change in Asset Retirement Obligations | A reconciliation of changes in asset retirement obligations for 2015 and 2014 is as follows: 2015 2014 Balance at beginning of year $ 1.3 $ 1.2 Accretion expense — 0.1 Balance at end of year $ 1.3 $ 1.3 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Financial Position and Results of Operations | The following tables present our financial position and our results of operations giving effect to the November 2015 Acquisition of Pecten. The results of Pecten prior to the effective date of the acquisition are included in “the Shell Auger and Lockport Operations” and the consolidated results are included in “Consolidated Results” within the tables below : December 31, 2014 Consolidated Balance Sheet Shell Midstream Partners, L.P. Shell Auger and Lockport Operations (1) Consolidated Results ASSETS Current assets Cash and cash equivalents $ 150.2 $ — $ 150.2 Accounts receivable - third parties, net 16.3 2.0 18.3 Accounts receivable - related parties 10.3 5.8 16.1 Allowance oil 3.4 0.7 4.1 Prepaid expenses 3.6 0.7 4.3 Total current assets 183.8 9.2 193.0 Equity method investments 160.7 — 160.7 Property, plant and equipment, net 275.0 97.2 372.2 Other assets 4.2 — 4.2 Total assets $ 623.7 $ 106.4 $ 730.1 LIABILITIES Current liabilities Accounts payable - third parties $ — $ 0.6 $ 0.6 Accounts payable - related parties 10.6 0.4 11.0 Distribution payable to SPLC 11.9 — 11.9 Deferred revenue - third parties 15.3 — 15.3 Deferred revenue - related parties 4.7 — 4.7 Accrued liabilities - third parties 0.9 1.1 2.0 Accrued liabilities - related parties 1.4 — 1.4 Total current liabilities 44.8 2.1 46.9 Asset retirement obligations — 1.3 1.3 Total liabilities 44.8 3.4 48.2 Commitments and Contingencies EQUITY Common unitholders - public 1,016.2 — 1,016.2 Common unitholder - SPLC (140.3 ) — (140.3 ) Subordinated unitholder - SPLC (440.9 ) — (440.9 ) General Partner - SPLC (18.0 ) — (18.0 ) Total partners' capital 417.0 — 417.0 Net parent investment — 103.0 103.0 Noncontrolling Interest 161.9 — 161.9 Total equity 578.9 103.0 681.9 Total liabilities and equity $ 623.7 $ 106.4 $ 730.1 (1) 2014 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results Consolidated Statement of Income Revenue Third parties $ 136.9 $ 18.1 $ 155.0 Related parties 45.5 49.8 95.3 Total revenue 182.4 67.9 250.3 Costs and expenses Operations and maintenance - third parties 31.0 10.6 41.6 Operations and maintenance - related parties 16.0 5.7 21.7 Loss (gain) from disposition of fixed assets 0.2 — 0.2 General and administrative - third parties 3.2 0.2 3.4 General and administrative - related parties 13.6 3.4 17.0 Depreciation, amortization and accretion 11.6 6.8 18.4 Property and other taxes 5.5 0.7 6.2 Total costs and expenses 81.1 27.4 108.5 Operating income 101.3 40.5 141.8 Income from equity investments 6.7 — 6.7 Dividend income from investment 0.8 — 0.8 Investment, dividend and other income 7.5 — 7.5 Interest expense, net 0.2 — 0.2 Income before income taxes 108.6 40.5 149.1 Income tax expense 0.2 — 0.2 Net income 108.4 40.5 148.9 Less: Net income attributable to Predecessors 83.6 40.5 124.1 Less: Net income attributable to noncontrolling interests 11.4 — 11.4 Net income attributable to the Partnership $ 13.4 $ 0.0 $ 13.4 (1) (2) 2013 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results Consolidated Statement of Income Revenue Third parties $ 45.6 $ 19.4 $ 65.0 Related parties 48.7 34.1 82.8 Total revenue 94.3 53.5 147.8 Costs and expenses Operations and maintenance - third parties 37.2 8.1 45.3 Operations and maintenance - related parties 14.9 3.8 18.7 Loss (gain) from disposition of fixed assets (20.8 ) — (20.8 ) General and administrative - third parties 1.1 0.2 1.3 General and administrative - related parties 11.1 2.8 13.9 Depreciation, amortization and accretion 6.9 6.8 13.7 Property and other taxes 4.5 0.6 5.1 Total costs and expenses 54.9 22.3 77.2 Operating income 39.4 31.2 70.6 Income before income taxes 39.4 31.2 70.6 Income tax expense 0.1 — 0.1 Net income $ 39.3 $ 31.2 $ 70.5 (1) (2) 2014 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results (in millions of dollars) Cash flows from operating activities Net income $ 108.4 $ 40.5 $ 148.9 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 11.6 6.8 18.4 Loss from disposition of fixed assets 0.2 — 0.2 Allowance oil reduction to net realizable value 4.0 0.4 4.4 Income in excess of distributions (0.5 ) — (0.5 ) Changes in operating assets and liabilities Accounts receivable (9.9 ) (4.5 ) (14.4 ) Allowance oil 2.6 (0.2 ) 2.4 Prepaid expenses (1.6 ) 0.1 (1.5 ) Accounts payable 7.0 0.6 7.6 Deferred revenue 20.0 — 20.0 Accrued liabilities (18.7 ) 0.2 (18.5 ) Net cash provided by operating activities 123.1 43.9 167.0 Cash flows from investing activities Capital expenditures (65.0 ) (3.7 ) (68.7 ) Return of investment 2.1 — 2.1 Receipt of pre-IPO distributions from investments to SPLC 5.1 — 5.1 Net cash used in investing activities (57.8 ) (3.7 ) (61.5 ) Cash flows from financing activities Net proceeds from IPO, net of offering costs of $46.3 million 1,011.7 — 1,011.7 Proceeds from IPO distributed to Parent (911.7 ) — (911.7 ) Distributions to noncontrolling interest (25.2 ) — (25.2 ) Credit facilities issuance costs (0.5 ) — (0.5 ) Net (distributions to) contributions from Parent 12.4 (40.2 ) (27.8 ) Distribution of working capital to Parent (1.8 ) — (1.8 ) Net cash provided by (used in) financing activities 84.9 (40.2 ) 44.7 Net increase in cash and cash equivalents 150.2 — 150.2 Cash at beginning of the year — — — Cash at end of the year $ 150.2 $ — $ 150.2 Supplemental Cash Flow Information Non-cash investing and financing transactions: Change in accrued capital expenditures $ (13.1 ) $ — $ (13.1 ) Contribution of fixed assets from Parent 11.4 — 11.4 Amount payable to SPLC for pre-IPO distribution (6.8 ) — (6.8 ) Contribution of investments upon IPO 166.0 — 166.0 (1) (2) 2013 Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results (in millions of dollars) Cash flows from operating activities Net income $ 39.3 $ 31.2 $ 70.5 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, amortization and accretion 6.9 6.8 13.7 Gain from disposition of fixed assets (20.8 ) — (20.8 ) Changes in operating assets and liabilities — Accounts receivable 4.4 5.1 9.5 Allowance oil (4.8 ) 5.0 0.2 Prepaid expenses (0.5 ) (0.5 ) (1.0 ) Accounts payable 0.7 — 0.7 Deferred revenue — — — Accrued liabilities 0.8 (0.2 ) 0.6 Net cash provided by operating activities 26.0 47.4 73.4 Cash flows from investing activities Capital expenditures (105.1 ) (2.2 ) (107.3 ) Proceeds from disposition of assets 22.5 — 22.5 Net cash used in investing activities (82.6 ) (2.2 ) (84.8 ) Cash flows from financing activities Net (distributions to) contributions from Parent 56.6 (45.2 ) 11.4 Net cash provided by (used in) financing activities 56.6 (45.2 ) 11.4 Net increase (decrease) in cash and cash equivalents — — — Cash at beginning of the year — — — Cash at end of the year $ — $ — $ — Supplemental Cash Flow Information Non-cash investing and financing transactions: Change in accrued capital expenditures $ 19.6 $ — $ 19.6 (1) (2) |
Pecten | |
Schedule of Book Value of Net Assets Under Common Control | In connection with the November 2015 Acquisition we acquired book value of net assets under common control which is included in our consolidated balance sheet, as follows: Property, plant and equipment, net (1) $ 95.2 Asset retirement obligation (2) (1.3 ) November 2015 Acquisition $ 93.9 (1) (2) . |
Zydeco | |
Schedule of Book Value of Net Assets Under Common Control | In connection with the May 2015 Acquisition we acquired book value of net assets under common control, which is included in our consolidated balance sheet, as follows: Other assets (1) $ 2.5 Partners' capital (2) 52.9 May 2015 Acquisition $ 55.4 (1) (2) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Other Related Party Balances | Other related party balances consist of the following as of the dates indicated: December 31, 2015 2014 Accounts receivable $ 9.8 $ 16.1 Prepaid expenses 2.8 2.5 Other assets 0.6 0.5 Total assets $ 13.2 $ 19.1 Accounts payable (1) $ 9.3 $ 11.0 Distribution payable to SPLC — 11.9 Deferred revenue 3.6 4.7 Accrued liabilities (2) 3.6 1.4 Debt payable 458.2 — Total liabilities $ 474.7 $ 29.0 (1) (2) . |
Schedule Of Related Party Expenses Including Personnel Costs | The following table shows related party expenses, including personnel costs described above, incurred by Shell and SPLC on our behalf that are reflected in the accompanying consolidated statements of income for the indicated periods: 2015 2014 2013 Operations and maintenance - related parties $ 18.5 $ 21.7 $ 18.7 General and administrative - related parties (1) 24.6 17.0 13.9 ( 1) |
Schedule of Other Contribution from Parent | The following table reflects other contributions from our Parent in 2015: Contribution of JV Partner payment (1) $ 4.5 Reimbursement of Zydeco directional drill (2) 2.3 Mars cavern integrity project indemnification (3) 2.9 Reimbursement for Zydeco FERC rate case (4) 1.4 Reimbursement by SPLC (5) 1.8 Total contributions (6) $ 12.9 (1) (2) (3) (4) (5 ) ( 6 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Summary of Accounts Receivable from Third Parties | Accounts receivable from third parties comprise the following as of the dates indicated: December 31, 2015 2014 Trade customers $ 18.8 $ 18.3 Allowance for doubtful accounts — — Accounts receivable - third parties, net $ 18.8 $ 18.3 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Schedule of Equity Investments in Affiliates | Equity investments in affiliates comprise the following as of the dates indicated: December 31, 2015 2014 Mars $ 84.0 $ 85.7 Bengal 75.6 75.0 Poseidon (1) 25.4 — $ 185.0 $ 160.7 (1) Note 3 - Acquisitions |
Schedule of Equity Investments in Affiliates Balance Affected | Our equity investments in affiliates balance was affected by the following during the periods indicated: 2015 Mars Bengal Poseidon Total Distributions received $ 34.9 $ 20.2 $ 21.2 $ 76.3 Income from equity investments 33.2 20.8 16.1 70.1 Return of investment (1) 1.7 — 5.1 6.8 Income in excess of distributions (2) — (0.6 ) — (0.6 ) 2014 Mars Bengal Total Distributions received $ 5.5 $ 2.8 $ 8.3 Income from equity investments 3.4 3.3 6.7 Return of investment (1) 2.1 — 2.1 Income in excess of distributions (2) — (0.5 ) (0.5 ) (1) (2) |
Summary of Balance Sheet and Income Statement Data for Equity Method Investments | The following presents aggregated selected balance sheet and income statement data for our equity method investments (on a 100.0% basis): December 31, 2015 July 1, 2015 - December 31, 2015 Mars Bengal Poseidon Statements of Income Total revenues (1) $ 205.9 $ 70.3 $ — Total operating expenses (1) 85.7 28.1 — Operating income (1) 120.3 42.2 — Net income 120.3 42.1 45.9 Balance Sheets Current assets $ 40.9 $ 29.0 $ 18.5 Non-current assets 208.2 146.3 249.2 Total assets $ 249.1 $ 175.3 $ 267.7 Current liabilities 6.4 11.2 22.5 Non-current liabilities — 0.9 203.5 Equity 242.7 163.2 41.7 Total liabilities and equity $ 249.1 $ 175.3 $ 267.7 ( 1 ) November 3, 2014 - December 31, 2014 Mars Bengal Statements of Income Total revenues (1) $ — $ — Total operating expenses (1) — — Operating income (1) — — Net income 11.9 6.6 Balance Sheets Current assets $ 38.3 $ 35.9 Non-current assets 212.1 146.7 Total assets $ 250.4 $ 182.6 Current liabilities 6.1 19.0 Non-current liabilities — 1.2 Equity 244.3 162.4 Total liabilities and equity $ 250.4 $ 182.6 (1) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property, plant and equipment consist of the following as of the dates indicated: December 31, Depreciable Life 2015 2014 Land — $ 1.4 $ 1.1 Building and improvements 10 - 40 19.5 19.4 Pipeline and equipment 10 - 30 572.4 470.7 Other 5 - 25 years 5.6 5.6 598.9 496.8 Accumulated depreciation, and amortization (216.2 ) (143.1 ) 382.7 353.7 Construction in progress 10.2 18.5 Property, plant and equipment, net $ 392.9 $ 372.2 |
Accrued Liabilities - Third P32
Accrued Liabilities - Third Parties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities - Third Parties | Accrued liabilities – third parties consist of the following as of the dates indicated: December 31, 2015 2014 Transportation, project engineering $ 3.0 $ 1.0 Property taxes 0.3 0.6 FERC accrual 1.7 — Professional fees 1.2 — Other accrued liabilities 0.6 0.4 Accrued liabilities - third parties $ 6.8 $ 2.0 |
Related Party Debt (Tables)
Related Party Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Consolidated Related Party Debt Obligations | Consolidated related party debt obligations comprise the following as of the dates indicated: December 31, 2015 2014 Five-Year Revolver, variable rate, due October 2019 (1) $ 320.8 $ — 364-Day Revolver, variable rate, due March 2017 (2) 137.4 — Zydeco Revolver, variable rate, due August 2019 (3) — — Debt payable - related party $ 458.2 $ — (1) (2) (3) . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Future Minimum Lease Payments for Lease Obligations | The future minimum lease payments as of December 31, 2015, for the above lease obligations were: Total 2016 2017 2018 2019 2020 Remainder Operating lease for land $ 1.2 $ 0.5 $ 0.5 $ 0.2 $ — $ — $ — Capital lease for Port Neches storage tanks (1) 64.4 2.5 4.3 4.3 4.3 4.3 44.7 $ 65.6 $ 3.0 $ 4.8 $ 4.5 $ 4.3 $ 4.3 $ 44.7 (1) . |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Number of Units Outstanding | The changes in the number of units outstanding from December 31, 2014 through December 31, 2015 are as follows: (in units) Public Common SPLC Common SPLC Subordinated General Partner Total Units issued in connection with IPO - November 2014 46,000,000 21,475,068 67,475,068 2,754,084 137,704,220 Balance as of December 31, 2014 46,000,000 21,475,068 67,475,068 2,754,084 137,704,220 Units issued in connection with Private Placement - June 2015 7,692,308 — — 156,986 7,849,294 Units issued in connection with public offering - November 2015 9,200,000 — — 187,755 9,387,755 Balance as of December 31, 2015 62,892,308 21,475,068 67,475,068 3,098,825 154,941,269 |
Schedule of Distributions Declared and/or Paid | The following table details the distributions declared and/or paid for the periods presented: Distributions Date Paid Three Months Public SPLC SPLC General Partner per Limited or to be Paid Ended Common Common Subordinated Incentive 2.0% Total Partner Unit (in millions, except per unit amounts) February 12, 2015 December 31, 2014 (1) $ 4.8 $ 2.2 $ 7.1 $ — $ 0.3 $ 14.4 $ 0.1042 May 14, 2015 March 31, 2015 8.0 3.8 11.8 — 0.5 24.1 0.1750 August 13, 2015 June 30, 2015 10.2 4.1 12.8 0.1 0.5 27.7 0.1900 November 12, 2015 September 30, 2015 11.0 4.4 13.9 0.4 0.6 30.3 0.2050 February 11, 2016 December 31, 2015 (2) 13.9 4.7 14.8 1.2 0.7 35.3 0.2200 (1) (2) Note 15 - Subsequent Events. |
Net Income Per Limited Partne36
Net Income Per Limited Partner Unit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Partners Capital Notes [Abstract] | |
Schedule of Allocation of Net Income to Arrive at Net Income Per Limited Partner Unit | The following tables show the allocation of net income to arrive at net income per limited partner unit: 2015 2014 Net income $ 272.9 $ 148.9 Less: Net income attributable to the Predecessors 39.3 124.1 Net income attributable to noncontrolling interests 66.5 11.4 Net income attributable to the Partnership 167.1 13.4 Less: General partner's distribution declared 4.0 0.3 Limited partners' distribution declared on common units 60.1 7.0 Limited partner's distribution declared on subordinated units 53.3 7.1 Income in excess of distributions (distributions in excess of income) $ 49.7 $ (1.0 ) |
Schedule of Basic and Diluted Net Income Per Unit | 2015 General Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 4.0 $ 60.1 $ 53.3 $ 117.4 Income in excess of distributions 1.0 25.4 23.3 49.7 Net income attributable to the Partnership $ 5.0 $ 85.5 $ 76.6 $ 167.1 Weighted average units outstanding (in millions): Basic 2.9 73.4 67.5 143.8 Diluted 2.9 73.4 67.5 143.8 Net income per limited partner unit (in dollars): Basic $ 1.16 $ 1.14 Diluted $ 1.16 $ 1.14 2014 General Limited Partners' Common Units Limited Partner's Subordinated Units Total (in millions of dollars, except per unit data) Distributions declared $ 0.3 $ 7.0 $ 7.1 $ 14.4 Distributions in excess of net income subsequent to the IPO — (0.5 ) (0.5 ) (1.0 ) Net income attributable to the Partnership $ 0.3 $ 6.5 $ 6.6 $ 13.4 Weighted average units outstanding (in millions): Basic 2.7 67.5 67.5 137.7 Diluted 2.7 67.5 67.5 137.7 Net income per limited partner unit (in dollars): Basic $ 0.10 $ 0.10 Diluted $ 0.10 $ 0.10 |
Transactions with Major Custo37
Transactions with Major Customers and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks And Uncertainties [Abstract] | |
Schedule of Revenues from Third Party Customers | The following table shows revenues from third party customers that accounted for 10% or a greater share of consolidated revenues for the indicated years: 2015 2014 2013 Customer A $ 26.2 $ 22.2 $ 20.8 Customer B 39.5 39.4 1.8 Customer C 85.7 44.6 6.2 Customer D 44.7 20.2 — |
Schedule of Accounts Receivable from Third Party Customers | Our Parent and its affiliates accounted for 32%, 38% and 56% of our total revenues for 2015, 2014 and 2013, respectively. The following table shows accounts receivable from third party customers that accounted for 10% or a greater share of consolidated net accounts receivable for the indicated years: 2015 2014 Customer B $ 3.4 $ 6.3 Customer C 7.2 5.7 Customer D 3.9 3.0 |
Selected Quarterly Financial 38
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | (in millions of dollars, except for per unit data) Total Revenues Income Before Income Taxes Net Income Net Income Attributable to the Partnership Limited Partners' Interest in Net Income Attributable to the Partnership Net Income per Common Unit Attributable to the Partnership - Basic and Diluted 2015 First (1) $ 65.9 $ 49.3 $ 49.1 $ 23.6 $ 23.1 $ 0.17 Second (1) 79.8 60.8 60.7 32.2 31.5 0.23 Third (1) 96.2 90.3 90.6 54.3 52.8 0.37 Fourth 84.6 72.4 72.5 57.0 54.7 0.38 2014 First (1) $ 51.6 $ 23.7 $ 23.7 (2) (2) (2) Second (1) 62.2 40.4 40.4 (2) (2) (2) Third (1) 63.2 39.1 39.1 (2) (2) (2) Fourth (1) 73.3 45.9 45.7 13.4 13.1 0.10 (1) ( 2 ) |
Schedule of Quarterly Adjustments to Total Revenues, Income before Income Taxes and Net Income | The following table reconciles the previously reported amounts to those shown above. This table shows 2015 and 2014 quarterly adjustments to total revenues, income before income taxes and net income applicable to our acquisition of the Shell Auger and Lockport Operations. 2015 (in millions of dollars, except for per unit data) Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results First Quarter 2015 Total Revenue $ 51.7 $ 14.2 $ 65.9 Income before income taxes 41.6 7.7 49.3 Net Income 41.4 7.7 49.1 Second Quarter 2015 Total Revenue $ 57.6 $ 22.2 $ 79.8 Income before income taxes 45.4 15.4 60.8 Net Income 45.3 15.4 60.7 Third Quarter 2015 Total Revenue $ 72.4 $ 23.8 $ 96.2 Income before income taxes 74.1 16.2 90.3 Net Income 74.4 16.2 90.6 ( 1) (2) 2014 (in millions of dollars, except for per unit data) Shell Midstream Partners, L.P. (1) Shell Auger and Lockport Operations (2) Consolidated Results First Quarter 2014 Total Revenue $ 36.3 $ 15.3 $ 51.6 Income before income taxes 15.2 8.5 23.7 Net Income 15.2 8.5 23.7 Second Quarter 2014 Total Revenue $ 43.6 $ 18.6 $ 62.2 Income before income taxes 26.6 13.8 40.4 Net Income 26.6 13.8 40.4 Third Quarter 2014 Total Revenue $ 46.9 $ 16.3 $ 63.2 Income before income taxes 31.0 8.1 39.1 Net Income 31.0 8.1 39.1 Fourth Quarter 2014 Total Revenue $ 55.6 $ 17.7 $ 73.3 Income before income taxes 35.8 10.1 45.9 Net Income 35.6 10.1 45.7 (1) (2) |
Description of Business and B39
Description of Business and Basis of Presentation - Additional Information (Details) $ in Millions | Nov. 17, 2015USD ($)shares | Nov. 11, 2015USD ($) | Jun. 12, 2015shares | May. 18, 2015USD ($)shares | Nov. 03, 2014USD ($)shares | Dec. 31, 2015USD ($)SegmentBusinessshares | Dec. 31, 2014USD ($)shares | Jul. 01, 2015 | Jul. 01, 2014USD ($) | ||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Number of segments | Segment | 1 | ||||||||||
Number of businesses acquired | Business | 1 | ||||||||||
Common units for initial public offering | shares | 46,000,000 | 9,387,755 | |||||||||
Proceeds from issuance or sale of equity | $ 1,011.7 | ||||||||||
Net proceeds from Offering, Offering costs | $ 46.3 | $ 46.3 | |||||||||
Aggregate percentage of general partner interest | 2.00% | 2.00% | |||||||||
Common units for private placement | shares | 7,849,294 | ||||||||||
Net proceeds from private placement | [1] | $ 297.4 | |||||||||
General partners' capital account, additional units issued | shares | 187,755 | 156,986 | |||||||||
Net proceeds from IPO, net of offering costs of $46.3 million | [2] | $ 1,011.7 | |||||||||
Over-Allotment Option | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Common units for initial public offering | shares | 6,000,000 | ||||||||||
General Partner | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Common units for initial public offering | shares | 187,755 | ||||||||||
Aggregate percentage of general partner interest | 2.00% | 2.00% | |||||||||
General partners' capital account, additional units issued | shares | 156,986 | ||||||||||
Common Units | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Common units for initial public offering | shares | 9,200,000 | ||||||||||
Net proceeds from Offering, Offering costs | $ 2.6 | ||||||||||
Common units for private placement | shares | 7,692,308 | 7,692,308 | |||||||||
Net proceeds from private placement | $ 297.4 | ||||||||||
Gross proceed issuance of private placement offering | 300 | ||||||||||
Placement fees and offering costs | 2.6 | ||||||||||
Net proceeds from IPO, net of offering costs of $46.3 million | 296.8 | ||||||||||
Gross proceed issuance of public offering | 299.4 | ||||||||||
Underwriters discount and other offering costs | $ 2.6 | ||||||||||
Colonial | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Cost method investment percentage | 3.00% | 1.612% | |||||||||
Mars | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Equity method investment percentage | 28.60% | ||||||||||
Poseidon | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Equity method investment percentage | 36.00% | 36.00% | |||||||||
Bengal | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Equity method investment percentage | 49.00% | ||||||||||
Ho-Ho | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Working capital balances | $ 1.8 | ||||||||||
Zydeco | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Business acquisition, transaction costs | $ 0.5 | ||||||||||
Minority interest ownership percentage by parent | 62.50% | ||||||||||
Minority interest ownership percentage by noncontrolling owners | 37.50% | 57.00% | |||||||||
Pecten (Shell Auger and Lockport Operations) and Zydeco | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Minority interest ownership percentage by parent | 100.00% | ||||||||||
Shell Pipeline Company L P | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
General partner ownership interest percentage | 100.00% | 100.00% | |||||||||
General partners' capital account, units issued | shares | 3,098,825 | 2,754,084 | [2] | ||||||||
Aggregate percentage of general partner interest | 2.00% | 2.00% | |||||||||
Shell Pipeline Company L P | Limited Partners' Common Units | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Ownership interest (in percentage) | 64.60% | 57.40% | |||||||||
Limited partners' capital account, units issued | shares | 21,475,068 | 21,475,068 | |||||||||
Shell Pipeline Company L P | Limited Partner's Subordinated Units | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Limited partners' capital account, units issued | shares | 67,475,068 | 67,475,068 | |||||||||
Shell Pipeline Company L P | General Partner | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
General partners' capital account, units issued | shares | 2,754,084 | 3,098,825 | |||||||||
Aggregate percentage of general partner interest | 2.00% | ||||||||||
Shell Pipeline Company L P | Common Units | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Limited partners' capital account, units issued | shares | 21,475,068 | 21,475,068 | [2] | ||||||||
Pecten | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Ownership interest (in percentage) | 100.00% | 100.00% | |||||||||
Business acquisition, transaction costs | $ 0.3 | $ 390 | |||||||||
Minority interest ownership percentage by parent | 100.00% | ||||||||||
Pecten | General Partner | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Common units for initial public offering | shares | 187,755 | ||||||||||
Pecten | Common Units | |||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||
Net proceeds from private placement | $ 297.1 | ||||||||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Additional Information (Details) | Nov. 17, 2015 | Nov. 11, 2015 | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)bbl | |||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Reserves for potential refund | $ 0 | $ 0 | ||||||
Deferred revenue, current | 6,200,000 | 20,000,000 | ||||||
Allowance oil | 4,200,000 | 4,100,000 | [1] | |||||
Asset impairments | 0 | 0 | $ 0 | |||||
Income taxes (benefit) expense | (100,000) | [2] | 200,000 | [1] | 100,000 | [1] | ||
Clean-up costs incurred | 0 | 3,000,000 | 13,600,000 | |||||
Project maintenance costs | $ 12,100,000 | |||||||
Clean-up costs accrued | $ 0 | $ 0 | ||||||
Potentially dilutive units outstanding | shares | 0 | 0 | ||||||
West Columbia Pipeline | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Barrels of oil released | bbl | 940 | |||||||
Colonial | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cost method investments | $ 6,200,000 | $ 3,700,000 | ||||||
Cost method investment percentage | 3.00% | 1.612% | ||||||
Pecten | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Minority interest ownership percentage by parent | 100.00% | |||||||
Ownership interest (in percentage) | 100.00% | 100.00% | ||||||
Business acquisition, date of acquisition | Nov. 17, 2015 | |||||||
Business acquisition, effective date of acquisition | Oct. 1, 2015 | |||||||
Zydeco | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Minority interest ownership percentage by parent | 62.50% | |||||||
Minority interest ownership percentage by noncontrolling owners | 37.50% | |||||||
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||||||
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Schedule of Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [3] | Jun. 30, 2015 | [3] | Mar. 31, 2015 | [3] | Dec. 31, 2014 | [3] | Sep. 30, 2014 | [3] | Jun. 30, 2014 | [3] | Mar. 31, 2014 | [3] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Third parties | $ 222.8 | [1] | $ 155 | [2] | $ 65 | [2] | |||||||||||||||
Related parties | 103.7 | [1] | 95.3 | [2] | 82.8 | [2] | |||||||||||||||
Total revenue | $ 84.6 | $ 96.2 | $ 79.8 | $ 65.9 | $ 73.3 | $ 63.2 | $ 62.2 | $ 51.6 | 326.5 | [1] | 250.3 | [2] | 147.8 | [2] | |||||||
Transportation and Allowance Oil | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Third parties | 214.3 | 146.5 | 55.1 | ||||||||||||||||||
Related parties | 96.2 | 86.1 | 71.5 | ||||||||||||||||||
Total revenue | 310.5 | 232.6 | 126.6 | ||||||||||||||||||
Storage Services | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Third parties | 8.5 | 8.5 | 9.9 | ||||||||||||||||||
Related parties | 7.5 | 9.2 | 11.3 | ||||||||||||||||||
Total revenue | $ 16 | $ 17.7 | $ 21.2 | ||||||||||||||||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||||||||||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||||||||||||||||
[3] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Summary of Net Purchase Cost Adjustment and Amortization of Equity Method Investment (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Jul. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |||
Summary Of Significant Accounting Policies [Line Items] | |||||
Acquired on November 3, 2014 | $ 5.9 | $ 5.8 | |||
Amortization | 0.1 | 1.1 | |||
Balance | 5.8 | 15.4 | |||
July 2015 Acquisition | 10.7 | ||||
Mars | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Acquired on November 3, 2014 | 12.2 | 12.1 | |||
Amortization | 0.1 | 1 | |||
Balance | 12.1 | 11.1 | |||
Bengal | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Acquired on November 3, 2014 | [1] | (6.3) | (6.3) | ||
Amortization | [1] | (0.3) | |||
Balance | [1] | $ (6.3) | (6) | ||
Poseidon | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Amortization | [2] | 0.4 | |||
Balance | [2] | 10.3 | |||
July 2015 Acquisition | $ 30.5 | $ 10.7 | [2] | ||
[1] | Our equity investment balance is recorded net of a deferred gain upon the formation of the joint venture in Bengal. | ||||
[2] | We acquired an equity interest in Poseidon on July 1, 2015. For additional information regarding this transaction, see Note 3 - Acquisitions. |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Reconciliation of Changes in Asset Retirement Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 1.3 | $ 1.2 |
Accretion expense | 0 | 0.1 |
Balance at end of year | $ 1.3 | $ 1.3 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Nov. 17, 2015 | Nov. 11, 2015 | May. 18, 2015 | Nov. 03, 2014 | Jul. 31, 2015 | Dec. 31, 2015 | Jul. 01, 2015 | ||
Business Acquisition [Line Items] | |||||||||
Net proceeds from private placement | [1] | $ 297.4 | |||||||
Contribution from General Partner | [1] | 6.1 | |||||||
General partners' capital account, additional units issued | 187,755 | 156,986 | |||||||
Capital distribution to General Partner | [1] | 1,002.1 | |||||||
Borrowings under credit facilities | [1] | 458.2 | |||||||
Net assets acquired under common control | 10.7 | ||||||||
Contribution from General Partner | [2] | $ 6.1 | |||||||
Common units for initial public offering | 46,000,000 | 9,387,755 | |||||||
Poseidon | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, cash paid | $ 350 | ||||||||
Business acquisition, closing date of acquisition | Jul. 1, 2015 | ||||||||
Capital distribution to General Partner | 319.5 | ||||||||
Equity method investment percentage | 36.00% | 36.00% | |||||||
Net assets acquired under common control | 30.5 | $ 10.7 | [3] | ||||||
Common Units | |||||||||
Business Acquisition [Line Items] | |||||||||
Net proceeds from private placement | $ 297.4 | ||||||||
Common units for initial public offering | 9,200,000 | ||||||||
General Partner | |||||||||
Business Acquisition [Line Items] | |||||||||
Contribution from General Partner | $ 6.1 | ||||||||
General partners' capital account, additional units issued | 156,986 | ||||||||
Common units for initial public offering | 187,755 | ||||||||
Five Year Revolver | Poseidon | |||||||||
Business Acquisition [Line Items] | |||||||||
Borrowings under credit facilities | $ 250 | ||||||||
Line of credit facility, expiration period | 5 years | ||||||||
364 Day Revolver | Poseidon | |||||||||
Business Acquisition [Line Items] | |||||||||
Borrowings under credit facilities | $ 100 | ||||||||
Line of credit facility, expiration period | 364 days | ||||||||
Zydeco | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, transaction costs | $ 0.5 | ||||||||
Zydeco | Shell Treasury Center West Inc | Five Year Revolver | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, cash paid | 70.8 | ||||||||
Cash | Zydeco | Shell Treasury Center West Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, cash paid | $ 80 | ||||||||
Purchase and Sale Agreement | Colonial | |||||||||
Business Acquisition [Line Items] | |||||||||
Additional cost method investment percentage acquired | 1.388% | ||||||||
Purchase and Sale Agreement | Zydeco | |||||||||
Business Acquisition [Line Items] | |||||||||
Additional minority interest ownership percentage by parent acquired | 19.50% | ||||||||
Purchase and Sale Agreement | Zydeco | Colonial | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, cash paid | $ 448 | ||||||||
Business acquisition, closing date of acquisition | May 12, 2015 | ||||||||
Business acquisition, effective date of acquisition | Apr. 1, 2015 | ||||||||
Zydeco and Colonial | |||||||||
Business Acquisition [Line Items] | |||||||||
Capital distribution to General Partner | $ 392.6 | ||||||||
Pecten | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, cash paid | $ 49.4 | ||||||||
Business acquisition, closing date of acquisition | Nov. 17, 2015 | ||||||||
Business acquisition, effective date of acquisition | Oct. 1, 2015 | ||||||||
Business acquisition, transaction costs | $ 0.3 | $ 390 | |||||||
Ownership interest (in percentage) | 100.00% | 100.00% | |||||||
Business acquisition consideration amount | $ 390 | ||||||||
Business combination capital distribution to general partner | 290 | ||||||||
Pecten | Common Units | |||||||||
Business Acquisition [Line Items] | |||||||||
Net proceeds from private placement | 297.1 | ||||||||
Pecten | General Partner | |||||||||
Business Acquisition [Line Items] | |||||||||
Contribution from General Partner | $ 6.1 | ||||||||
Common units for initial public offering | 187,755 | ||||||||
Pecten | Revolving Credit Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, cash paid | $ 37.4 | ||||||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||||
[3] | We acquired an equity interest in Poseidon on July 1, 2015. For additional information regarding this transaction, see Note 3 - Acquisitions. |
Acquisitions - Schedule of Book
Acquisitions - Schedule of Book Value of Net Assets Under Common Control (Details) - USD ($) $ in Millions | Nov. 17, 2015 | May. 18, 2015 | |
Pecten | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment, net | [1] | $ 95.2 | |
Asset retirement obligation | [2] | (1.3) | |
Book value of net assets acquired | $ 93.9 | ||
Zydeco | |||
Business Acquisition [Line Items] | |||
Other assets | [3] | $ 2.5 | |
Partners' capital | [4] | 52.9 | |
Book value of net assets acquired | $ 55.4 | ||
[1] | Historical carrying value of property, plant and equipment, net contributed by SPLC. | ||
[2] | Historical carrying value of asset retirement obligation assumed by the Partnership. | ||
[3] | Book value of 1.388% additional interest in Colonial contributed by SPLC. | ||
[4] | Book value of 19.5% additional interest in Zydeco from SPLC’s noncontrolling interest. |
Acquisitions - Schedule of Bo46
Acquisitions - Schedule of Book Value of Net Assets Under Common Control (Parenthetical) (Details) - Purchase and Sale Agreement | May. 18, 2015 |
Colonial | |
Business Acquisition [Line Items] | |
Additional cost method investment percentage acquired | 1.388% |
Zydeco | |
Business Acquisition [Line Items] | |
Additional minority interest ownership percentage by parent acquired | 19.50% |
Acquisition - Schedule of Conso
Acquisition - Schedule of Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Current assets | ||||||
Cash and cash equivalents | [1] | $ 93 | $ 150.2 | [2] | ||
Accounts receivable - third parties, net | 18.8 | 18.3 | [2] | |||
Accounts receivable - related parties | 9.8 | 16.1 | [2] | |||
Allowance oil | 4.2 | 4.1 | [2] | |||
Prepaid expenses | 5 | 4.3 | [2] | |||
Total current assets | 130.8 | 193 | [2] | |||
Equity method investments | 185 | 160.7 | [2] | |||
Property, plant and equipment, net | 392.9 | 372.2 | [2] | |||
Other assets | 6.8 | 4.2 | [2] | |||
Total assets | 715.5 | 730.1 | [2] | |||
Current liabilities | ||||||
Accounts payable - third parties | 0.2 | 0.6 | [2] | |||
Accounts payable - related parties | [3] | 9.3 | 11 | [2] | ||
Distribution payable to SPLC | 0 | 11.9 | [2] | |||
Deferred revenue - third parties | 2.6 | 15.3 | [2] | |||
Deferred revenue - related parties | 3.6 | 4.7 | [2] | |||
Accrued liabilities - third parties | 6.8 | 2 | [2] | |||
Accrued liabilities - related parties | [4] | 3.6 | 1.4 | [2] | ||
Total current liabilities | 26.1 | 46.9 | [2] | |||
Asset retirement obligations | 1.3 | 1.3 | [2] | |||
Total liabilities | $ 508.4 | $ 48.2 | [2] | |||
Commitments and Contingencies | [2] | |||||
EQUITY | ||||||
Total partners' capital | $ 98.7 | $ 417 | [2] | |||
Net parent investment | 0 | 103 | [2] | |||
Noncontrolling interest | 108.4 | 161.9 | [2] | |||
Total equity | [2] | 207.1 | 681.9 | $ 317.2 | $ 235.3 | |
Total liabilities and equity | 715.5 | 730.1 | [2] | |||
Shell Midstream Partners, L.P. | ||||||
Current assets | ||||||
Cash and cash equivalents | [5] | 150.2 | ||||
Accounts receivable - third parties, net | 16.3 | |||||
Accounts receivable - related parties | 10.3 | |||||
Allowance oil | 3.4 | |||||
Prepaid expenses | 3.6 | |||||
Total current assets | 183.8 | |||||
Equity method investments | 160.7 | |||||
Property, plant and equipment, net | 275 | |||||
Other assets | 4.2 | |||||
Total assets | 623.7 | |||||
Current liabilities | ||||||
Accounts payable - related parties | 10.6 | |||||
Distribution payable to SPLC | 11.9 | |||||
Deferred revenue - third parties | 15.3 | |||||
Deferred revenue - related parties | 4.7 | |||||
Accrued liabilities - third parties | 0.9 | |||||
Accrued liabilities - related parties | 1.4 | |||||
Total current liabilities | 44.8 | |||||
Total liabilities | $ 44.8 | |||||
Commitments and Contingencies | ||||||
EQUITY | ||||||
Total partners' capital | $ 417 | |||||
Noncontrolling interest | 161.9 | |||||
Total equity | 578.9 | |||||
Total liabilities and equity | 623.7 | |||||
Shell Auger and Lockport Operations | ||||||
Current assets | ||||||
Accounts receivable - third parties, net | [6] | 2 | ||||
Accounts receivable - related parties | [6] | 5.8 | ||||
Allowance oil | [6] | 0.7 | ||||
Prepaid expenses | [6] | 0.7 | ||||
Total current assets | [6] | 9.2 | ||||
Property, plant and equipment, net | [6] | 97.2 | ||||
Total assets | [6] | 106.4 | ||||
Current liabilities | ||||||
Accounts payable - third parties | [6] | 0.6 | ||||
Accounts payable - related parties | [6] | 0.4 | ||||
Accrued liabilities - third parties | [6] | 1.1 | ||||
Total current liabilities | [6] | 2.1 | ||||
Asset retirement obligations | [6] | 1.3 | ||||
Total liabilities | [6] | $ 3.4 | ||||
Commitments and Contingencies | [6] | |||||
EQUITY | ||||||
Net parent investment | [6] | $ 103 | ||||
Total equity | [6] | 103 | ||||
Total liabilities and equity | [6] | 106.4 | ||||
Shell Pipeline Company L P | ||||||
EQUITY | ||||||
General Partner - SPLC | (998.6) | (18) | [2] | |||
Shell Pipeline Company L P | Shell Midstream Partners, L.P. | ||||||
EQUITY | ||||||
General Partner - SPLC | (18) | |||||
Common Units | ||||||
EQUITY | ||||||
Limited partner unitholders | 1,016.2 | |||||
Common Units | Shell Midstream Partners, L.P. | ||||||
EQUITY | ||||||
Limited partner unitholders | 1,016.2 | |||||
Common Units | Shell Pipeline Company L P | ||||||
EQUITY | ||||||
Limited partner unitholders | (130.4) | (140.3) | [2] | |||
Common Units | Shell Pipeline Company L P | Shell Midstream Partners, L.P. | ||||||
EQUITY | ||||||
Limited partner unitholders | (140.3) | |||||
Subordinated Units | Shell Pipeline Company L P | ||||||
EQUITY | ||||||
Limited partner unitholders | (409.8) | (440.9) | [2] | |||
Total equity | $ (409.8) | (440.9) | ||||
Subordinated Units | Shell Pipeline Company L P | Shell Midstream Partners, L.P. | ||||||
EQUITY | ||||||
Limited partner unitholders | $ (440.9) | |||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||||
[3] | Accounts payable – related parties reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. | |||||
[4] | Accrued liabilities -- related parties reflects $1.3 million accrued interest, $1.2 million fuel accrual, $0.6 FERC accrual and $0.5 million other accrued liabilities | |||||
[5] | As previously reported in our Annual Report on Form 10-K for 2014. | |||||
[6] | The financial position of the Shell Auger and Lockport Operations Predecessor as of December 31, 2014. |
Acquisition - Schedule of Con48
Acquisition - Schedule of Consolidated Statement of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||
Revenue | ||||||||||||||||||||||
Third parties | $ 222.8 | $ 155 | [2] | $ 65 | [2] | |||||||||||||||||
Related parties | 103.7 | 95.3 | [2] | 82.8 | [2] | |||||||||||||||||
Total revenue | $ 84.6 | $ 96.2 | [3] | $ 79.8 | [3] | $ 65.9 | [3] | $ 73.3 | [3] | $ 63.2 | [3] | $ 62.2 | [3] | $ 51.6 | [3] | 326.5 | 250.3 | [2] | 147.8 | [2] | ||
Costs and expenses | ||||||||||||||||||||||
Operations and maintenance - third parties | 46.3 | 41.6 | [2] | 45.3 | [2] | |||||||||||||||||
Operations and maintenance - related parties | 18.5 | 21.7 | [2] | 18.7 | [2] | |||||||||||||||||
Loss (gain) from disposition of fixed assets | 0 | 0.2 | [2] | (20.8) | [2] | |||||||||||||||||
General and administrative - third parties | 10.2 | 3.4 | [2] | 1.3 | [2] | |||||||||||||||||
General and administrative - related parties | [4] | 24.6 | 17 | [2] | 13.9 | [2] | ||||||||||||||||
Depreciation, amortization and accretion | 21.6 | 18.4 | [2] | 13.7 | [2] | |||||||||||||||||
Property and other taxes | 7.5 | 6.2 | [2] | 5.1 | [2] | |||||||||||||||||
Total costs and expenses | 128.7 | 108.5 | [2] | 77.2 | [2] | |||||||||||||||||
Operating income | 197.8 | 141.8 | [2] | 70.6 | [2] | |||||||||||||||||
Income from equity investments | 70.1 | 6.7 | [2] | 0 | [2] | |||||||||||||||||
Dividend income from investment | 9.2 | 0.8 | [2] | 0 | [2] | |||||||||||||||||
Investment, dividend and other income | 79.3 | 7.5 | [2] | 0 | [2] | |||||||||||||||||
Interest expense, net | 4.3 | 0.2 | [2] | 0 | [2] | |||||||||||||||||
Income before income taxes | 72.4 | 90.3 | [3] | 60.8 | [3] | 49.3 | [3] | 45.9 | [3] | 39.1 | [3] | 40.4 | [3] | 23.7 | [3] | 272.8 | 149.1 | [2] | 70.6 | [2] | ||
Income tax expense (benefit) | (0.1) | 0.2 | [2] | 0.1 | [2] | |||||||||||||||||
Net income | 72.5 | 90.6 | [3] | 60.7 | [3] | 49.1 | [3] | 45.7 | [3] | 39.1 | [3] | 40.4 | [3] | 23.7 | [3] | 272.9 | [2] | 148.9 | [2] | 70.5 | [2] | |
Less: Net income attributable to Predecessors | 39.3 | 124.1 | [2] | |||||||||||||||||||
Less: Net income attributable to noncontrolling interests | 66.5 | 11.4 | [2] | |||||||||||||||||||
Net income attributable to the Partnership | $ 57 | 54.3 | [3] | 32.2 | [3] | 23.6 | [3] | 13.4 | [3] | $ 167.1 | 13.4 | [2] | ||||||||||
Shell Midstream Partners, L.P. | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||
Third parties | [5] | 136.9 | 45.6 | |||||||||||||||||||
Related parties | [5] | 45.5 | 48.7 | |||||||||||||||||||
Total revenue | 72.4 | [6] | 57.6 | [6] | 51.7 | [6] | 55.6 | [7] | 46.9 | [7] | 43.6 | [7] | 36.3 | [7] | 182.4 | [5] | 94.3 | [5] | ||||
Costs and expenses | ||||||||||||||||||||||
Operations and maintenance - third parties | [5] | 31 | 37.2 | |||||||||||||||||||
Operations and maintenance - related parties | [5] | 16 | 14.9 | |||||||||||||||||||
Loss (gain) from disposition of fixed assets | [5] | 0.2 | (20.8) | |||||||||||||||||||
General and administrative - third parties | [5] | 3.2 | 1.1 | |||||||||||||||||||
General and administrative - related parties | [5] | 13.6 | 11.1 | |||||||||||||||||||
Depreciation, amortization and accretion | [5] | 11.6 | 6.9 | |||||||||||||||||||
Property and other taxes | [5] | 5.5 | 4.5 | |||||||||||||||||||
Total costs and expenses | [5] | 81.1 | 54.9 | |||||||||||||||||||
Operating income | [5] | 101.3 | 39.4 | |||||||||||||||||||
Income from equity investments | [5] | 6.7 | ||||||||||||||||||||
Dividend income from investment | [5] | 0.8 | ||||||||||||||||||||
Investment, dividend and other income | [5] | 7.5 | ||||||||||||||||||||
Interest expense, net | [5] | 0.2 | ||||||||||||||||||||
Income before income taxes | 74.1 | [6] | 45.4 | [6] | 41.6 | [6] | 35.8 | [7] | 31 | [7] | 26.6 | [7] | 15.2 | [7] | 108.6 | [5] | 39.4 | [5] | ||||
Income tax expense (benefit) | [5] | 0.2 | 0.1 | |||||||||||||||||||
Net income | 74.4 | [6] | 45.3 | [6] | 41.4 | [6] | 35.6 | [7] | 31 | [7] | 26.6 | [7] | 15.2 | [7] | 108.4 | [5] | 39.3 | [5] | ||||
Less: Net income attributable to Predecessors | [5] | 83.6 | ||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | [5] | 11.4 | ||||||||||||||||||||
Net income attributable to the Partnership | [5] | 13.4 | ||||||||||||||||||||
Shell Auger and Lockport Operations | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||
Third parties | 18.1 | [8] | 19.4 | [9] | ||||||||||||||||||
Related parties | 49.8 | [8] | 34.1 | [9] | ||||||||||||||||||
Total revenue | 23.8 | [10] | 22.2 | [10] | 14.2 | [10] | 17.7 | [11] | 16.3 | [11] | 18.6 | [11] | 15.3 | [11] | 67.9 | [8] | 53.5 | [9] | ||||
Costs and expenses | ||||||||||||||||||||||
Operations and maintenance - third parties | 10.6 | [8] | 8.1 | [9] | ||||||||||||||||||
Operations and maintenance - related parties | 5.7 | [8] | 3.8 | [9] | ||||||||||||||||||
Loss (gain) from disposition of fixed assets | 0 | [8] | 0 | [9] | ||||||||||||||||||
General and administrative - third parties | 0.2 | [8] | 0.2 | [9] | ||||||||||||||||||
General and administrative - related parties | 3.4 | [8] | 2.8 | [9] | ||||||||||||||||||
Depreciation, amortization and accretion | 6.8 | [8],[12] | 6.8 | [9],[13] | ||||||||||||||||||
Property and other taxes | 0.7 | [8] | 0.6 | [9] | ||||||||||||||||||
Total costs and expenses | 27.4 | [8] | 22.3 | [9] | ||||||||||||||||||
Operating income | 40.5 | [8] | 31.2 | [9] | ||||||||||||||||||
Income from equity investments | [8] | 0 | ||||||||||||||||||||
Dividend income from investment | [8] | 0 | ||||||||||||||||||||
Investment, dividend and other income | [8] | 0 | ||||||||||||||||||||
Interest expense, net | [8] | 0 | ||||||||||||||||||||
Income before income taxes | 16.2 | [10] | 15.4 | [10] | 7.7 | [10] | 10.1 | [11] | 8.1 | [11] | 13.8 | [11] | 8.5 | [11] | 40.5 | [8] | 31.2 | [9] | ||||
Income tax expense (benefit) | 0 | [8] | 0 | [9] | ||||||||||||||||||
Net income | $ 16.2 | [10] | $ 15.4 | [10] | $ 7.7 | [10] | $ 10.1 | [11] | $ 8.1 | [11] | $ 13.8 | [11] | $ 8.5 | [11] | 40.5 | [8],[12] | $ 31.2 | [9],[13] | ||||
Less: Net income attributable to Predecessors | [8] | 40.5 | ||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | [8] | 0 | ||||||||||||||||||||
Net income attributable to the Partnership | [8] | $ 0 | ||||||||||||||||||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||||||||||||||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||||||||||||||||||||
[3] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. | |||||||||||||||||||||
[4] | For 2015 and 2014, we incurred $7.4 million and $3.5 million, respectively, under the Management Agreement and $8.5 million and $1.4 million, respectively, under the Omnibus Agreement for general and administrative services. | |||||||||||||||||||||
[5] | As previously reported in our Annual Report on Form 10-K for 2014. | |||||||||||||||||||||
[6] | Includes the consolidated results of the Partnership as previously reported in its 2015 quarterly reports. | |||||||||||||||||||||
[7] | Includes the consolidated results of the Partnership as previously reported in its 2014 quarterly reports. | |||||||||||||||||||||
[8] | Our Predecessors’ results of the Shell Auger and Lockport Operations from January 1, 2014 through December 31, 2014. | |||||||||||||||||||||
[9] | Our Predecessor’s results of the Shell Auger and Lockport Operations from January 1, 2013 through December 31, 2013. | |||||||||||||||||||||
[10] | Results of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||||||||||||||||||
[11] | Results of the Shell Auger and Lockport Operations for 2014. | |||||||||||||||||||||
[12] | Our Predecessors’ cash flows from/to the Shell Auger and Lockport Operations from January 1, 2014 through December 31, 2014. | |||||||||||||||||||||
[13] | Our Predecessor’s cash flows from/to the Shell Auger and Lockport Operations from January 1, 2013 through December 31, 2013. |
Acquisition - Schedule of Con49
Acquisition - Schedule of Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||||||||||
Cash flows from operating activities | ||||||||||||||||||||||
Net income | $ 72.5 | $ 90.6 | [1] | $ 60.7 | [1] | $ 49.1 | [1] | $ 45.7 | [1] | $ 39.1 | [1] | $ 40.4 | [1] | $ 23.7 | [1] | $ 272.9 | [2],[3] | $ 148.9 | [2] | $ 70.5 | [2] | |
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||||||||||||
Depreciation, amortization and accretion | 21.6 | [3] | 18.4 | [2] | 13.7 | [2] | ||||||||||||||||
Loss (gain) from disposition of fixed assets | 0 | [3] | 0.2 | [2] | (20.8) | [2] | ||||||||||||||||
Allowance oil reduction to net realizable value | 1.6 | [3] | 4.4 | [2] | ||||||||||||||||||
Income in excess of distributions | [4] | (0.6) | [3] | (0.5) | [2] | |||||||||||||||||
Changes in operating assets and liabilities | ||||||||||||||||||||||
Accounts receivable | [2] | (14.4) | 9.5 | |||||||||||||||||||
Allowance oil | (2.8) | [3] | 2.4 | [2] | 0.2 | [2] | ||||||||||||||||
Prepaid expenses | (1.2) | [3] | (1.5) | [2] | (1) | [2] | ||||||||||||||||
Accounts payable | (4.5) | [3] | 7.6 | [2] | 0.7 | [2] | ||||||||||||||||
Deferred revenue | (13.8) | [3] | 20 | [2] | ||||||||||||||||||
Accrued liabilities | 9.5 | [3] | (18.5) | [2] | 0.6 | [2] | ||||||||||||||||
Net cash provided by operating activities | 282.7 | [3] | 167 | [2] | 73.4 | [2] | ||||||||||||||||
Cash flows from investing activities | ||||||||||||||||||||||
Capital expenditures | (16.2) | [3] | (68.7) | [2] | (107.3) | [2] | ||||||||||||||||
Return of investment | [5] | 6.8 | [3] | 2.1 | [2] | |||||||||||||||||
(Payment) Receipt of pre-IPO distributions from investments to SPLC | (11.9) | [3] | 5.1 | [2] | ||||||||||||||||||
Proceeds from disposition of assets | [2] | 22.5 | ||||||||||||||||||||
Net cash used in investing activities | (201.1) | [3] | (61.5) | [2] | (84.8) | [2] | ||||||||||||||||
Cash flows from financing activities | ||||||||||||||||||||||
Net proceeds from IPO, net of offering costs of $46.3 million | [2] | 1,011.7 | ||||||||||||||||||||
Proceeds from IPO distributed to Parent | [2] | (911.7) | ||||||||||||||||||||
Distributions to noncontrolling interest | (67.1) | [3] | (25.2) | [2] | ||||||||||||||||||
Credit facilities issuance costs | (0.3) | [3] | (0.5) | [2] | ||||||||||||||||||
Net (distributions to) contributions from Parent | (42.4) | [3] | (27.8) | [2] | 11.4 | [2] | ||||||||||||||||
Distribution of working capital to Parent | [2] | (1.8) | ||||||||||||||||||||
Net cash (used in) provided by financing activities | (138.8) | [3] | 44.7 | [2] | 11.4 | [2] | ||||||||||||||||
Net (decrease) increase in cash and cash equivalents | (57.2) | [3] | 150.2 | [2] | ||||||||||||||||||
Cash at beginning of the year | [2],[3] | 150.2 | 150.2 | |||||||||||||||||||
Cash at end of the year | [3] | $ 93 | 150.2 | [2] | 93 | 150.2 | [2] | |||||||||||||||
Non-cash investing and financing transactions: | ||||||||||||||||||||||
Change in accrued capital expenditures | 2.9 | [3] | (13.1) | [2] | 19.6 | [2] | ||||||||||||||||
Contribution of fixed assets from Parent | 11.4 | |||||||||||||||||||||
Amount payable to SPLC for pre-IPO distribution | [2] | (6.8) | ||||||||||||||||||||
Contribution of investments upon IPO | [2] | 166 | ||||||||||||||||||||
Shell Midstream Partners, L.P. | ||||||||||||||||||||||
Cash flows from operating activities | ||||||||||||||||||||||
Net income | 74.4 | [6] | 45.3 | [6] | 41.4 | [6] | 35.6 | [7] | 31 | [7] | 26.6 | [7] | 15.2 | [7] | 108.4 | [8] | 39.3 | [8] | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||||||||||||
Depreciation, amortization and accretion | [8] | 11.6 | 6.9 | |||||||||||||||||||
Loss (gain) from disposition of fixed assets | [8] | 0.2 | (20.8) | |||||||||||||||||||
Allowance oil reduction to net realizable value | [8] | 4 | ||||||||||||||||||||
Income in excess of distributions | [8] | (0.5) | ||||||||||||||||||||
Changes in operating assets and liabilities | ||||||||||||||||||||||
Accounts receivable | [8] | (9.9) | 4.4 | |||||||||||||||||||
Allowance oil | [8] | 2.6 | (4.8) | |||||||||||||||||||
Prepaid expenses | [8] | (1.6) | (0.5) | |||||||||||||||||||
Accounts payable | [8] | 7 | 0.7 | |||||||||||||||||||
Deferred revenue | [8] | 20 | ||||||||||||||||||||
Accrued liabilities | [8] | (18.7) | 0.8 | |||||||||||||||||||
Net cash provided by operating activities | [8] | 123.1 | 26 | |||||||||||||||||||
Cash flows from investing activities | ||||||||||||||||||||||
Capital expenditures | [8] | (65) | (105.1) | |||||||||||||||||||
Return of investment | [8] | 2.1 | ||||||||||||||||||||
(Payment) Receipt of pre-IPO distributions from investments to SPLC | [8] | 5.1 | ||||||||||||||||||||
Proceeds from disposition of assets | [8] | 22.5 | ||||||||||||||||||||
Net cash used in investing activities | [8] | (57.8) | (82.6) | |||||||||||||||||||
Cash flows from financing activities | ||||||||||||||||||||||
Net proceeds from IPO, net of offering costs of $46.3 million | [8] | 1,011.7 | ||||||||||||||||||||
Proceeds from IPO distributed to Parent | [8] | (911.7) | ||||||||||||||||||||
Distributions to noncontrolling interest | [8] | (25.2) | ||||||||||||||||||||
Credit facilities issuance costs | [8] | (0.5) | ||||||||||||||||||||
Net (distributions to) contributions from Parent | [8] | 12.4 | 56.6 | |||||||||||||||||||
Distribution of working capital to Parent | [8] | (1.8) | ||||||||||||||||||||
Net cash (used in) provided by financing activities | [8] | 84.9 | 56.6 | |||||||||||||||||||
Net (decrease) increase in cash and cash equivalents | [8] | 150.2 | ||||||||||||||||||||
Cash at beginning of the year | [8] | 150.2 | $ 150.2 | |||||||||||||||||||
Cash at end of the year | [8] | 150.2 | 150.2 | |||||||||||||||||||
Non-cash investing and financing transactions: | ||||||||||||||||||||||
Change in accrued capital expenditures | [8] | (13.1) | 19.6 | |||||||||||||||||||
Contribution of fixed assets from Parent | [8] | 11.4 | ||||||||||||||||||||
Amount payable to SPLC for pre-IPO distribution | [8] | (6.8) | ||||||||||||||||||||
Contribution of investments upon IPO | [8] | 166 | ||||||||||||||||||||
Shell Auger and Lockport Operations | ||||||||||||||||||||||
Cash flows from operating activities | ||||||||||||||||||||||
Net income | $ 16.2 | [9] | $ 15.4 | [9] | $ 7.7 | [9] | $ 10.1 | [10] | $ 8.1 | [10] | $ 13.8 | [10] | $ 8.5 | [10] | 40.5 | [11],[12] | 31.2 | [13],[14] | ||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||||||||||||
Depreciation, amortization and accretion | 6.8 | [11],[12] | 6.8 | [13],[14] | ||||||||||||||||||
Loss (gain) from disposition of fixed assets | 0 | [12] | 0 | [14] | ||||||||||||||||||
Allowance oil reduction to net realizable value | [11] | 0.4 | ||||||||||||||||||||
Changes in operating assets and liabilities | ||||||||||||||||||||||
Accounts receivable | (4.5) | [11] | 5.1 | [13] | ||||||||||||||||||
Allowance oil | (0.2) | [11] | 5 | [13] | ||||||||||||||||||
Prepaid expenses | 0.1 | [11] | (0.5) | [13] | ||||||||||||||||||
Accounts payable | [11] | 0.6 | ||||||||||||||||||||
Accrued liabilities | 0.2 | [11] | (0.2) | [13] | ||||||||||||||||||
Net cash provided by operating activities | 43.9 | [11] | 47.4 | [13] | ||||||||||||||||||
Cash flows from investing activities | ||||||||||||||||||||||
Capital expenditures | (3.7) | [11] | (2.2) | [13] | ||||||||||||||||||
Net cash used in investing activities | (3.7) | [11] | (2.2) | [13] | ||||||||||||||||||
Cash flows from financing activities | ||||||||||||||||||||||
Net (distributions to) contributions from Parent | (40.2) | [11] | (45.2) | [13] | ||||||||||||||||||
Net cash (used in) provided by financing activities | $ (40.2) | [11] | $ (45.2) | [13] | ||||||||||||||||||
[1] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. | |||||||||||||||||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||||||||||||||||||||
[3] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||||||||||||||||||
[4] | Income from equity investments in excess of distributions is shown as a reduction to cash flows from operating activities in our consolidated statements of cash flows. | |||||||||||||||||||||
[5] | Distributions received in excess of our income from equity investments is shown as a return of investment in our consolidated statements of cash flows. | |||||||||||||||||||||
[6] | Includes the consolidated results of the Partnership as previously reported in its 2015 quarterly reports. | |||||||||||||||||||||
[7] | Includes the consolidated results of the Partnership as previously reported in its 2014 quarterly reports. | |||||||||||||||||||||
[8] | As previously reported in our Annual Report on Form 10-K for 2014. | |||||||||||||||||||||
[9] | Results of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||||||||||||||||||
[10] | Results of the Shell Auger and Lockport Operations for 2014. | |||||||||||||||||||||
[11] | Our Predecessors’ cash flows from/to the Shell Auger and Lockport Operations from January 1, 2014 through December 31, 2014. | |||||||||||||||||||||
[12] | Our Predecessors’ results of the Shell Auger and Lockport Operations from January 1, 2014 through December 31, 2014. | |||||||||||||||||||||
[13] | Our Predecessor’s cash flows from/to the Shell Auger and Lockport Operations from January 1, 2013 through December 31, 2013. | |||||||||||||||||||||
[14] | Our Predecessor’s results of the Shell Auger and Lockport Operations from January 1, 2013 through December 31, 2013. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)CreditFacility | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Related Party Transaction [Line Items] | ||||||
Indemnification liability deductible amount | $ 500,000 | |||||
Aggregate liability of SPLC | 15,000,000 | |||||
Capital distribution to General Partner | [1] | 1,002,100,000 | ||||
Gain (loss) from sale of excess allowance oil | $ (400,000) | 100,000 | ||||
Pension and Retirement Savings Plans | ||||||
Related Party Transaction [Line Items] | ||||||
Pension and postretirement health and life insurance costs | 3,000,000 | $ 3,200,000 | $ 4,000,000 | |||
Defined contribution benefit plan costs | $ 1,300,000 | 1,300,000 | 1,500,000 | |||
PSP | ||||||
Related Party Transaction [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||
Share-based compensation expense | 200,000 | 300,000 | ||||
PSP | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Share-based compensation expense | $ 100,000 | |||||
Shell Treasury Center West Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Number of revolving credit facilities | CreditFacility | 2 | |||||
SPLC | ||||||
Related Party Transaction [Line Items] | ||||||
Total distributions to general partners | 11,900,000 | |||||
General and administrative - related parties | $ 5,800,000 | 9,900,000 | 13,800,000 | |||
Fixed management service fee | $ 3,500,000 | 7,400,000 | ||||
General insurance expense | 3,600,000 | 5,200,000 | $ 4,400,000 | |||
Pecten | Shell Auger and Lockport Operations | ||||||
Related Party Transaction [Line Items] | ||||||
Capital distribution to General Partner | 290,000,000 | |||||
Shell Pipeline Company L P | ||||||
Related Party Transaction [Line Items] | ||||||
Payment of general and administrative fee | $ 8,500,000 | |||||
Zydeco | ||||||
Related Party Transaction [Line Items] | ||||||
Total distributions to general partners | $ 6,800,000 | |||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Other Related Party Balances (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||||
Accounts receivable | $ 9.8 | $ 16.1 | [1] | |
Prepaid expenses | 2.8 | 2.5 | ||
Other assets | 0.6 | 0.5 | ||
Total assets | 13.2 | 19.1 | ||
Accounts payable | [2] | 9.3 | 11 | [1] |
Distribution payable to SPLC | 0 | 11.9 | [1] | |
Deferred revenue | 3.6 | 4.7 | [1] | |
Accrued liabilities | [3] | 3.6 | 1.4 | [1] |
Debt payable | 458.2 | |||
Total liabilities | $ 474.7 | $ 29 | ||
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||
[2] | Accounts payable – related parties reflects amounts owed to SPLC for reimbursement of third-party expenses incurred by SPLC for our benefit. | |||
[3] | Accrued liabilities -- related parties reflects $1.3 million accrued interest, $1.2 million fuel accrual, $0.6 FERC accrual and $0.5 million other accrued liabilities |
Related Party Transactions - 52
Related Party Transactions - Schedule of Other Related Party Balances (Parenthetical) (Details) $ in Millions | Dec. 31, 2015USD ($) |
Related Party Transactions [Abstract] | |
Accrued interest, related parties | $ 1.3 |
Fuel accrual, related parties | 1.2 |
FERC accrual, related parties | 0.6 |
Other accrued liabilities, related parties | $ 0.5 |
Related Party Transactions - 53
Related Party Transactions - Schedule of Combined Statement of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Dec. 31, 2013 | [2] | ||
Related Party Transactions [Abstract] | |||||||
Operations and maintenance - related parties | $ 18.5 | $ 21.7 | $ 18.7 | ||||
General and administrative - related parties | [3] | $ 24.6 | $ 17 | $ 13.9 | |||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||
[3] | For 2015 and 2014, we incurred $7.4 million and $3.5 million, respectively, under the Management Agreement and $8.5 million and $1.4 million, respectively, under the Omnibus Agreement for general and administrative services. |
Related Party Transactions - 54
Related Party Transactions - Schedule of Combined Statement of Operations (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Management Agreement | ||
Related Party Transaction [Line Items] | ||
Payment for general administrative services | $ 7.4 | $ 3.5 |
Omnibus Agreement | ||
Related Party Transaction [Line Items] | ||
Payment for general administrative services | $ 8.5 | $ 1.4 |
Related Party Transactions - 55
Related Party Transactions - Schedule of Other Contribution from Parent (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($) | ||
Related Party Transaction [Line Items] | ||
Contribution of JV Partner payment | $ 4.5 | [1] |
Total contributions | 12.9 | [2] |
SPLC | ||
Related Party Transaction [Line Items] | ||
Reimbursement by SPLC | 1.8 | [3] |
Mars | ||
Related Party Transaction [Line Items] | ||
Mars cavern integrity project indemnification | 2.9 | [4] |
Zydeco | ||
Related Party Transaction [Line Items] | ||
Reimbursement of Zydeco directional drill | 2.3 | [5] |
Reimbursement for Zydeco FERC rate case | $ 1.4 | [6] |
[1] | The JV partner agreed to pay us $4.5 million in order to secure a waiver of rights of refusal from SOPUS and us permitting the JV partner to acquire another owner’s interest in Poseidon. | |
[2] | Total contributions include $11.1 million of cash received and $1.8 million contribution receivable from our Parent. | |
[3] | Contractual reimbursement by SPLC pursuant to the Pecten Contribution Agreement regarding costs and expenses for maintenance projects at Lockport. | |
[4] | Environmental indemnification by SPLC under the Omnibus Agreement regarding maintenance expense for Mars underground cavern integrity project including inspections, plug and abandonment, installations and integrity tests to return the Mars Cavern 4 to service. | |
[5] | Contractual reimbursement by SPLC pursuant to the Purchase and Sale Agreement for our proportionate share of costs and expenses incurred by Zydeco after April 1, 2015 regarding a directional drilling project. | |
[6] | Legal indemnification by SPLC under the Omnibus Agreement for expenses and settlement payments relating to the Zydeco FERC rate case. |
Related Party Transactions - 56
Related Party Transactions - Schedule of Other Contribution from Parent (Parenthetical) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($) | ||
Related Party Transactions [Abstract] | ||
Contribution of JV Partner payment | $ 4.5 | [1] |
Cash contribution received from Parent | 11.1 | [2] |
Contribution receivable from Parent | $ 1.8 | [2] |
[1] | The JV partner agreed to pay us $4.5 million in order to secure a waiver of rights of refusal from SOPUS and us permitting the JV partner to acquire another owner’s interest in Poseidon. | |
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable from Third Parties (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Trade customers | $ 18.8 | $ 18.3 | |
Allowance for doubtful accounts | 0 | 0 | |
Accounts receivable - third parties, net | $ 18.8 | $ 18.3 | [1] |
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) | Dec. 31, 2015 | Jul. 01, 2015 |
Mars | ||
Schedule Of Equity Method Investments [Line Items] | ||
Equity method investment percentage | 28.60% | |
Bengal | ||
Schedule Of Equity Method Investments [Line Items] | ||
Equity method investment percentage | 49.00% | |
Poseidon | ||
Schedule Of Equity Method Investments [Line Items] | ||
Equity method investment percentage | 36.00% | 36.00% |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Investments in Affiliates (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | ||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 185 | $ 160.7 | [1] | |
Mars | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investments | 84 | 85.7 | ||
Bengal | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investments | 75.6 | $ 75 | ||
Poseidon | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investments | [2] | $ 25.4 | ||
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | |||
[2] | We acquired an equity interest in Poseidon on July 1, 2015. For additional information regarding this transaction, see Note 3 - Acquisitions. |
Equity Method Investments - S60
Equity Method Investments - Schedule of Equity Investments in Affiliates Balance Affected (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | [2] | ||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Distributions received | $ 76.3 | $ 8.3 | |||||
Income from equity investments | 70.1 | [1] | 6.7 | [2] | $ 0 | ||
Return of investment | [3] | 6.8 | [1] | 2.1 | [2] | ||
Income in excess of distributions | [4] | (0.6) | [1] | (0.5) | [2] | ||
Mars | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Distributions received | 34.9 | 5.5 | |||||
Income from equity investments | 33.2 | 3.4 | |||||
Return of investment | [3] | 1.7 | 2.1 | ||||
Bengal | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Distributions received | 20.2 | 2.8 | |||||
Income from equity investments | 20.8 | 3.3 | |||||
Income in excess of distributions | [4] | (0.6) | $ (0.5) | ||||
Poseidon | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Distributions received | 21.2 | ||||||
Income from equity investments | 16.1 | ||||||
Return of investment | [3] | $ 5.1 | |||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||
[3] | Distributions received in excess of our income from equity investments is shown as a return of investment in our consolidated statements of cash flows. | ||||||
[4] | Income from equity investments in excess of distributions is shown as a reduction to cash flows from operating activities in our consolidated statements of cash flows. |
Equity Method Investments - Sum
Equity Method Investments - Summary of Balance Sheet and Income Statement Data for Equity Method Investments (Details) - USD ($) $ in Millions | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Mars | |||||
Statements of Income | |||||
Total revenues | $ 205.9 | [1] | $ 160.5 | ||
Total operating expenses | 85.7 | [1] | 73 | ||
Operating income | 120.3 | [1] | 87.4 | ||
Net income | $ 11.9 | 120.3 | |||
Balance Sheets | |||||
Current assets | 38.3 | $ 40.9 | 40.9 | 38.3 | |
Non-current assets | 212.1 | 208.2 | 208.2 | 212.1 | |
Total assets | 250.4 | 249.1 | 249.1 | 250.4 | |
Current liabilities | 6.1 | 6.4 | 6.4 | 6.1 | |
Equity | 244.3 | 242.7 | 242.7 | 244.3 | |
Total liabilities and equity | 250.4 | 249.1 | 249.1 | 250.4 | |
Bengal | |||||
Statements of Income | |||||
Total revenues | 70.3 | [1] | 65.9 | ||
Total operating expenses | 28.1 | [1] | 27.2 | ||
Operating income | 42.2 | [1] | 38.7 | ||
Net income | 6.6 | 42.1 | |||
Balance Sheets | |||||
Current assets | 35.9 | 29 | 29 | 35.9 | |
Non-current assets | 146.7 | 146.3 | 146.3 | 146.7 | |
Total assets | 182.6 | 175.3 | 175.3 | 182.6 | |
Current liabilities | 19 | 11.2 | 11.2 | 19 | |
Non-current liabilities | 1.2 | 0.9 | 0.9 | 1.2 | |
Equity | 162.4 | 163.2 | 163.2 | 162.4 | |
Total liabilities and equity | $ 182.6 | 175.3 | 175.3 | $ 182.6 | |
Poseidon | |||||
Statements of Income | |||||
Total revenues | 123.7 | ||||
Total operating expenses | 28.6 | ||||
Operating income | 95.1 | ||||
Net income | 45.9 | ||||
Balance Sheets | |||||
Current assets | 18.5 | 18.5 | |||
Non-current assets | 249.2 | 249.2 | |||
Total assets | 267.7 | 267.7 | |||
Current liabilities | 22.5 | 22.5 | |||
Non-current liabilities | 203.5 | 203.5 | |||
Equity | 41.7 | 41.7 | |||
Total liabilities and equity | $ 267.7 | $ 267.7 | |||
[1] | Interest in Poseidon was acquired by the Partnership on July 1, 2015. For 2015, Poseidon total revenue, total operating expenses and operating income (on a 100% basis) was $123.7 million, $28.6 million, and $95.1 million, respectively. |
Equity Method Investments - S62
Equity Method Investments - Summary of Balance Sheet and Income Statement Data for Equity Method Investments (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Poseidon | |||
Schedule Of Equity Method Investments [Line Items] | |||
Total revenues | $ 123.7 | ||
Total operating expenses | 28.6 | ||
Operating income | 95.1 | ||
Mars | |||
Schedule Of Equity Method Investments [Line Items] | |||
Total revenues | 205.9 | [1] | $ 160.5 |
Total operating expenses | 85.7 | [1] | 73 |
Operating income | 120.3 | [1] | 87.4 |
Bengal | |||
Schedule Of Equity Method Investments [Line Items] | |||
Total revenues | 70.3 | [1] | 65.9 |
Total operating expenses | 28.1 | [1] | 27.2 |
Operating income | $ 42.2 | [1] | $ 38.7 |
[1] | Interest in Poseidon was acquired by the Partnership on July 1, 2015. For 2015, Poseidon total revenue, total operating expenses and operating income (on a 100% basis) was $123.7 million, $28.6 million, and $95.1 million, respectively. |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property,Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Property Plant And Equipment [Line Items] | |||
Land | $ 1.4 | $ 1.1 | |
Building and improvements | 19.5 | 19.4 | |
Pipeline and equipment | 572.4 | 470.7 | |
Other | 5.6 | 5.6 | |
Property, plant and equipment, gross | 598.9 | 496.8 | |
Accumulated depreciation, and amortization | (216.2) | (143.1) | |
Property plant and equipment excluding construction in progress | 382.7 | 353.7 | |
Construction in progress | 10.2 | 18.5 | |
Property, plant and equipment, net | $ 392.9 | $ 372.2 | [1] |
Building and Improvements | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 10 years | ||
Building and Improvements | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 40 years | ||
Pipeline and Equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 10 years | ||
Pipeline and Equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 30 years | ||
Other | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 5 years | ||
Other | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, depreciable life | 25 years | ||
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Property, Plant and Equipment64
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation | $ 21.6 | $ 18.4 | $ 13.7 | |
Shell Pipeline Company L P | Pipeline and Equipment | ||||
Property Plant And Equipment [Line Items] | ||||
Increase in Pipeline and equipment | $ 51.9 | |||
Increase in Accumulated depreciation | 51.5 | |||
Increase in Net Parent Investment | $ 0.4 |
Accrued Liabilities - Third P65
Accrued Liabilities - Third Parties - Schedule of Accrued Liabilities - Third Parties (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | |
Payables And Accruals [Abstract] | |||
Transportation, project engineering | $ 3 | $ 1 | |
Property taxes | 0.3 | 0.6 | |
FERC accrual | 1.7 | ||
Professional fees | 1.2 | ||
Other accrued liabilities | 0.6 | 0.4 | |
Accrued liabilities - third parties | $ 6.8 | $ 2 | [1] |
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Related Party Debt - Schedule o
Related Party Debt - Schedule of Consolidated Related Party Debt Obligations (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | ||
Line Of Credit Facility [Line Items] | ||||
Outstanding borrowing | $ 458,200,000 | $ 0 | ||
Five Year Revolver Due on October 2019 | ||||
Line Of Credit Facility [Line Items] | ||||
Outstanding borrowing | 320,800,000 | [1] | $ 0 | |
364 Day Revolver Due on March 2017 | ||||
Line Of Credit Facility [Line Items] | ||||
Outstanding borrowing | [2] | 137,400,000 | ||
Zydeco | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Outstanding borrowing | $ 0 | |||
[1] | As of December 31, 2015, availability under the $400.0 million Five-Year Revolver was $79.2 million. We pay interest of 0.19% on the unused capacity of the Five-Year Revolver. | |||
[2] | As of December 31, 2015, availability under the $180.0 million 364-Day Revolver was $42.6 million. We pay interest of 0.12% on the unused capacity of the 364-Day Revolver. |
Related Party Debt - Schedule67
Related Party Debt - Schedule of Consolidated Related Party Debt Obligations (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Five Year Revolver | |
Line Of Credit Facility [Line Items] | |
Line of credit facility maximum borrowing capacity | $ 400,000,000 |
Borrowing available under credit facility | $ 79,200,000 |
Interest of unused capacity | 0.19% |
364 Day Revolver | |
Line Of Credit Facility [Line Items] | |
Line of credit facility maximum borrowing capacity | $ 180,000,000 |
Borrowing available under credit facility | $ 42,600,000 |
Interest of unused capacity | 0.12% |
Revolving Credit Facility | Zydeco | |
Line Of Credit Facility [Line Items] | |
Line of credit facility maximum borrowing capacity | $ 30,000,000 |
Borrowing available under credit facility | $ 30,000,000 |
Interest of unused capacity | 0.23% |
Related Party Debt - Additional
Related Party Debt - Additional Information (Details) - USD ($) | Feb. 22, 2016 | Nov. 11, 2015 | Oct. 29, 2015 | May. 12, 2015 | Nov. 03, 2014 | Aug. 06, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 29, 2015 | ||
Line Of Credit Facility [Line Items] | ||||||||||||
Interest paid | $ 2,700,000 | $ 100,000 | $ 0 | |||||||||
Borrowings under credit facilities | [1] | 458,200,000 | ||||||||||
Outstanding borrowing | 458,200,000 | 0 | ||||||||||
Five Year Revolver | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 400,000,000 | |||||||||||
Revolving credit facility, interest rate terms | Borrowings under the Five-Year Revolver bear interest at the three-month LIBOR rate plus a margin. | |||||||||||
Line of credit facility maturity period | Oct. 31, 2019 | |||||||||||
Interest rate | 1.60% | |||||||||||
Outstanding borrowing | $ 320,800,000 | [2] | 0 | |||||||||
364 Day Revolver | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | 180,000,000 | |||||||||||
Outstanding borrowing | [3] | 137,400,000 | ||||||||||
Revolving Credit Facility | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Interest and fee expenses | 4,000,000 | 100,000 | ||||||||||
Revolving Credit Facility | Zydeco | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 30,000,000 | |||||||||||
Line of credit facility covenant terms | The credit agreement governing the Zydeco Revolver provides for covenants such as requiring pari passu ranking with any new indebtedness and contains customary events of default, such as nonpayment of principal when due, nonpayment of interest, fees or other amounts, violation of covenants, and cross-payment default (due to indebtedness in excess of $100 million). | |||||||||||
Revolving credit facility, interest rate terms | Borrowings under the credit facility bear interest at the three-month LIBOR rate plus a margin. | |||||||||||
Interest rate | 1.80% | |||||||||||
Outstanding borrowing | $ 0 | |||||||||||
Interest and fee expenses | 100,000 | |||||||||||
Amount borrowed and repaid | 6,000,000 | |||||||||||
Term of repayment | two months of the withdrawal | |||||||||||
Revolving Credit Facility | Other Assets | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Credit facility issuance fee | $ 600,000 | $ 500,000 | ||||||||||
STCW | Pecten | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Amount borrowed and repaid | $ 6,000,000 | |||||||||||
Line of credit facility date of repayment | Nov. 25, 2015 | |||||||||||
STCW | Amended and Restated Revolver 1 | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 400,000,000 | |||||||||||
Credit facility issuance fee | 200,000 | |||||||||||
Line of credit facility covenant terms | The Five-Year Revolver, as amended and restated, provides for covenants such as restricting additional indebtedness above $600.0 million and requiring pari passu ranking with any new indebtedness, and contains customary events of default, such as nonpayment of principal when due, nonpayment of interest, fees or other amounts, violation of covenants, and cross-payment default (due to indebtedness in excess of $100.0 million). | |||||||||||
STCW | Amended and Restated Revolver 1 | May 2015 Acquisition | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Borrowings under credit facilities | $ 70,800,000 | |||||||||||
STCW | Amended and Restated Revolver 1 | July 2015 Acquisition | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Borrowings under credit facilities | 250,000,000 | |||||||||||
STCW | Five Year Revolver | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 300,000,000 | |||||||||||
Line of credit facility, expiration period | 6 months | |||||||||||
STCW | 364 Day Revolver | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 180,000,000 | $ 100,000,000 | ||||||||||
Credit facility issuance fee | $ 100,000 | $ 100,000 | ||||||||||
Revolving credit facility, interest rate terms | Borrowings under the 364-Day Revolver bear interest at the three-month LIBOR rate plus a margin. | |||||||||||
Interest rate | 1.40% | |||||||||||
Line of credit facility amended maturity period | Nov. 10, 2016 | |||||||||||
STCW | 364 Day Revolver | Subsequent Event | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maturity period | Mar. 1, 2017 | |||||||||||
STCW | Revolving Credit Facility | Zydeco | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 30,000,000 | |||||||||||
Line of credit facility, expiration period | 6 months | |||||||||||
Line of credit facility maturity Period | 2019-08 | |||||||||||
Minimum | Revolving Credit Facility | Zydeco | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Limit on indebtedness | $ 100,000,000 | |||||||||||
Minimum | STCW | Amended and Restated Revolver 1 | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Restriction on additional indebtedness | 600,000,000 | |||||||||||
Limit on indebtedness | $ 100,000,000 | |||||||||||
Maximum | STCW | Amended and Restated Revolver 1 | Subsequent Event | ||||||||||||
Line Of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, expiration period | 1 year | |||||||||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||||||||
[2] | As of December 31, 2015, availability under the $400.0 million Five-Year Revolver was $79.2 million. We pay interest of 0.19% on the unused capacity of the Five-Year Revolver. | |||||||||||
[3] | As of December 31, 2015, availability under the $180.0 million 364-Day Revolver was $42.6 million. We pay interest of 0.12% on the unused capacity of the 364-Day Revolver. |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Dec. 01, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Capital And Operating Leased Assets [Line Items] | |||||
Rental expense | $ 0.6 | $ 0.6 | $ 0.6 | ||
Short-term payment obligations | $ 1.9 | $ 4.1 | |||
Port Neches Tank Lease | |||||
Schedule Of Capital And Operating Leased Assets [Line Items] | |||||
Lease agreement effective date | Dec. 1, 2015 | ||||
Minimum actual and premises operating cost difference percentage required for lease adjustment. | 5.00% | ||||
Imputed interest rate on capital portion of lease | 15.70% | ||||
Scenario Forecast | Port Neches Tank Lease | |||||
Schedule Of Capital And Operating Leased Assets [Line Items] | |||||
Monthly lease payment | $ 0.4 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments for Lease Obligations (Details) $ in Millions | Dec. 31, 2015USD ($) | |
Schedule Of Capital And Operating Leased Assets [Line Items] | ||
Operating lease for land, Total | $ 1.2 | |
Operating lease for land, 2016 | 0.5 | |
Operating lease for land, 2017 | 0.5 | |
Operating lease for land, 2018 | 0.2 | |
Future minimum lease payments, Total | 65.6 | |
Future minimum lease payments, 2016 | 3 | |
Future minimum lease payments, 2017 | 4.8 | |
Future minimum lease payments, 2018 | 4.5 | |
Future minimum lease payments, 2019 | 4.3 | |
Future minimum lease payments, 2020 | 4.3 | |
Future minimum lease payments, Remainder | 44.7 | |
Port Neches Storage Tanks | ||
Schedule Of Capital And Operating Leased Assets [Line Items] | ||
Capital lease for Port Neches storage tanks, Total | 64.4 | [1] |
Capital lease for Port Neches storage tanks, 2016 | 2.5 | [1] |
Capital lease for Port Neches storage tanks, 2017 | 4.3 | [1] |
Capital lease for Port Neches storage tanks, 2018 | 4.3 | [1] |
Capital lease for Port Neches storage tanks, 2019 | 4.3 | [1] |
Capital lease for Port Neches storage tanks, 2020 | 4.3 | [1] |
Capital lease for Port Neches storage tanks, Remainder | $ 44.7 | [1] |
[1] | Future minimum lease payments include $41.6 million in interest, $22.8 million in principal and excludes $11.3 million in executory costs. |
Leases - Future Minimum Lease71
Leases - Future Minimum Lease Payments for Lease Obligations (Parenthetical) (Details) - Port Neches Storage Tanks $ in Millions | Dec. 31, 2015USD ($) |
Capital Leased Assets [Line Items] | |
Capital lease for Port Neches storage tanks, interest | $ 41.6 |
Capital lease for Port Neches storage tanks, principal | 22.8 |
Capital lease for Port Neches storage tanks, executory costs | $ 11.3 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 17, 2015 | Jun. 12, 2015 | May. 18, 2015 | Nov. 03, 2014 | Nov. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Class Of Stock [Line Items] | |||||||||
Net proceeds from private placement | [1] | $ 297.4 | |||||||
Consideration for units issued in connection with private placement | [1] | $ 6.1 | |||||||
Aggregate percentage of general partner interest | 2.00% | 2.00% | |||||||
Common units for private placement | 7,849,294 | ||||||||
Private placement registration effective date | Jul. 23, 2015 | ||||||||
Common units for initial public offering | 46,000,000 | 9,387,755 | |||||||
Net proceeds from public offering | [2] | $ 1,011.7 | |||||||
Underwriters discount and other offering costs | $ 46.3 | 46.3 | |||||||
Distribution paid to noncontrolling interest | $ 67.1 | ||||||||
Net Parent Investment | |||||||||
Class Of Stock [Line Items] | |||||||||
Distribution paid to noncontrolling interest | $ 25.2 | ||||||||
Shell Pipeline Company L P | |||||||||
Class Of Stock [Line Items] | |||||||||
Aggregate percentage of general partner interest | 2.00% | 2.00% | |||||||
General partners' capital account, units outstanding | 3,098,825 | 2,754,084 | [2] | ||||||
Distribution payable to parent | $ 6.8 | ||||||||
Zydeco | |||||||||
Class Of Stock [Line Items] | |||||||||
Minority interest ownership percentage by noncontrolling owners | 37.50% | 57.00% | |||||||
Common Units | |||||||||
Class Of Stock [Line Items] | |||||||||
Net proceeds from private placement | $ 297.4 | ||||||||
Gross proceed issuance of private placement offering | $ 300 | ||||||||
Common units per share | $ 39 | ||||||||
Placement fees | $ 2.6 | ||||||||
Common units for private placement | 7,692,308 | 7,692,308 | |||||||
Common units for initial public offering | 9,200,000 | ||||||||
Net proceeds from public offering | $ 296.8 | ||||||||
Gross proceed issuance of public offering | 299.4 | ||||||||
Underwriters discount and other offering costs | $ 2.6 | ||||||||
Limited partners' capital account, units outstanding | 84,367,376 | ||||||||
Common Units | Shell Pipeline Company L P | |||||||||
Class Of Stock [Line Items] | |||||||||
Limited partners' capital account, units outstanding | 21,475,068 | 21,475,068 | [2] | ||||||
General Partner | |||||||||
Class Of Stock [Line Items] | |||||||||
Consideration for units issued in connection with private placement | $ 6.1 | ||||||||
Aggregate percentage of general partner interest | 2.00% | 2.00% | |||||||
Common units for initial public offering | 187,755 | ||||||||
General partners' capital account, units outstanding | 3,098,825 | 2,754,084 | |||||||
General Partner | Shell Pipeline Company L P | |||||||||
Class Of Stock [Line Items] | |||||||||
Aggregate percentage of general partner interest | 2.00% | ||||||||
General partners' capital account, units outstanding | 3,098,825 | ||||||||
Subordinated Units | Shell Pipeline Company L P | |||||||||
Class Of Stock [Line Items] | |||||||||
Limited partners' capital account, units outstanding | 67,475,068 | 67,475,068 | [2] | ||||||
Limited Partners' Common Units | Shell Pipeline Company L P | |||||||||
Class Of Stock [Line Items] | |||||||||
Ownership interest (in percentage) | 64.60% | 57.40% | |||||||
[1] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Equity - Schedule of Number of
Equity - Schedule of Number of Units Outstanding (Details) - shares | Nov. 17, 2015 | Jun. 12, 2015 | May. 18, 2015 | Nov. 03, 2014 | Nov. 30, 2014 | Dec. 31, 2015 | |
Class Of Stock [Line Items] | |||||||
Units issued in connection with IPO - November 2014 | 137,704,220 | ||||||
Balance as of December 31, 2014 | 137,704,220 | ||||||
Units issued in connection with Private Placement - June 2015 | 7,849,294 | ||||||
Units issued in connection with public offering - November 2015 | 46,000,000 | 9,387,755 | |||||
Balance as of December 31, 2015 | 154,941,269 | ||||||
Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Limited Partner, Balance as of December 31, 2015 | 84,367,376 | ||||||
Units issued in connection with Private Placement - June 2015 | 7,692,308 | 7,692,308 | |||||
Units issued in connection with public offering - November 2015 | 9,200,000 | ||||||
General Partner | |||||||
Class Of Stock [Line Items] | |||||||
General Partner, Units issued in connection with IPO - November 2014 | 2,754,084 | ||||||
General Partner, Balance as of December 31, 2014 | 2,754,084 | ||||||
General Partner, Units issued in connection with Private Placement - June 2015 | 156,986 | ||||||
General Partner, Units issued in connection with public offering - November 2015 | 187,755 | ||||||
General Partner, Balance as of December 31, 2015 | 3,098,825 | ||||||
Units issued in connection with public offering - November 2015 | 187,755 | ||||||
Public | Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Limited Partner, Units issued in connection with IPO - November 2014 | 46,000,000 | ||||||
Limited Partner, Balance as of December 31, 2014 | [1] | 46,000,000 | |||||
Limited Partner, Units issued in connection with Private Placement - June 2015 | 7,692,308 | ||||||
Limited Partner, Units issued in connection with public offering - November 2015 | 9,200,000 | ||||||
Limited Partner, Balance as of December 31, 2015 | 62,892,308 | ||||||
Shell Pipeline Company L P | |||||||
Class Of Stock [Line Items] | |||||||
General Partner, Balance as of December 31, 2014 | [1] | 2,754,084 | |||||
General Partner, Balance as of December 31, 2015 | 3,098,825 | ||||||
Shell Pipeline Company L P | Common Units | |||||||
Class Of Stock [Line Items] | |||||||
Limited Partner, Units issued in connection with IPO - November 2014 | 21,475,068 | ||||||
Limited Partner, Balance as of December 31, 2014 | [1] | 21,475,068 | |||||
Limited Partner, Balance as of December 31, 2015 | 21,475,068 | ||||||
Shell Pipeline Company L P | Subordinated Units | |||||||
Class Of Stock [Line Items] | |||||||
Limited Partner, Units issued in connection with IPO - November 2014 | 67,475,068 | ||||||
Limited Partner, Balance as of December 31, 2014 | [1] | 67,475,068 | |||||
Limited Partner, Balance as of December 31, 2015 | 67,475,068 | ||||||
Shell Pipeline Company L P | General Partner | |||||||
Class Of Stock [Line Items] | |||||||
General Partner, Balance as of December 31, 2015 | 3,098,825 | ||||||
[1] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Equity - Schedule of Distributi
Equity - Schedule of Distributions Declared and/or Paid (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | [2] | Dec. 31, 2015 | [3] | Dec. 31, 2014 | [4] | |||
Distribution Made To Limited Partner [Line Items] | ||||||||||||
Date Paid or to be Paid | Feb. 11, 2016 | [1] | Nov. 12, 2015 | Aug. 13, 2015 | May 14, 2015 | Feb. 12, 2015 | ||||||
Distributions declared and/or paid | $ 35.3 | [1] | $ 30.3 | $ 27.7 | $ 24.1 | $ 14.4 | ||||||
Distributions paid per limited partner unit | $ 0.2050 | $ 0.1900 | $ 0.1750 | $ 0.1042 | $ 0.7900 | $ 0.1042 | ||||||
Distributions declared per limited partner unit | [1] | $ 0.2200 | ||||||||||
Common Units | ||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||
Distributions declared and/or paid | $ 13.9 | [1] | $ 11 | $ 10.2 | $ 8 | $ 4.8 | ||||||
Common Units | SPLC | ||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||
Distributions declared and/or paid | 4.7 | [1] | 4.4 | 4.1 | 3.8 | 2.2 | ||||||
Subordinate Units | SPLC | ||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||
Distributions declared and/or paid | 14.8 | [1] | 13.9 | 12.8 | 11.8 | 7.1 | ||||||
General Partner | ||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||
Distributions declared and/or paid | 0.7 | [1] | 0.6 | 0.5 | $ 0.5 | $ 0.3 | ||||||
General Partner | General Partner Incentive | ||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||
Distributions declared and/or paid | $ 1.2 | [1] | $ 0.4 | $ 0.1 | ||||||||
[1] | For more information see Note 15 - Subsequent Events. | |||||||||||
[2] | The fourth quarter 2014 minimum quarterly distribution was prorated for the 59-day period from November 3, 2014 to December 31, 2014 in accordance with the Partnership Agreement. | |||||||||||
[3] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||||||||
[4] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Net Income Per Limited Partne75
Net Income Per Limited Partner Unit - Schedule of Allocation of Net Income to Arrive at Net Income Per Limited Partner Unit (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [1] | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | [2] | |||
Limited Partners Capital Account [Line Items] | |||||||||||||||||||||
Net income | $ 72.5 | $ 90.6 | $ 60.7 | $ 49.1 | $ 45.7 | $ 39.1 | $ 40.4 | $ 23.7 | $ 272.9 | [2],[3] | $ 148.9 | [2] | $ 70.5 | ||||||||
Less: Net income attributable to the Predecessors | 39.3 | [3] | 124.1 | [2] | |||||||||||||||||
Less: Net income attributable to noncontrolling interests | 66.5 | [3] | 11.4 | [2] | |||||||||||||||||
Net income attributable to the Partnership | $ 57 | $ 54.3 | $ 32.2 | $ 23.6 | $ 13.4 | 167.1 | [3] | 13.4 | [2] | ||||||||||||
Income in excess of distributions (distributions in excess of income) | 49.7 | (1) | |||||||||||||||||||
General Partner | |||||||||||||||||||||
Limited Partners Capital Account [Line Items] | |||||||||||||||||||||
Net income attributable to the Partnership | 5 | 0.3 | |||||||||||||||||||
General partner's distribution declared | 4 | 0.3 | |||||||||||||||||||
Limited Partners' Common Units | |||||||||||||||||||||
Limited Partners Capital Account [Line Items] | |||||||||||||||||||||
Net income attributable to the Partnership | 85.5 | 6.5 | |||||||||||||||||||
Limited partners' distribution declared | 60.1 | 7 | |||||||||||||||||||
Limited Partner's Subordinated Units | |||||||||||||||||||||
Limited Partners Capital Account [Line Items] | |||||||||||||||||||||
Net income attributable to the Partnership | 76.6 | 6.6 | |||||||||||||||||||
Limited partners' distribution declared | $ 53.3 | $ 7.1 | |||||||||||||||||||
[1] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. | ||||||||||||||||||||
[2] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||||||||||||||||
[3] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. |
Net Income Per Limited Partne76
Net Income Per Limited Partner Unit - Schedule of Basic and Diluted Net Income Per Unit (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | |||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 117.4 | $ 14.4 | |||||||||||
Income in excess of distributions | 49.7 | ||||||||||||
Distributions in excess of net income subsequent to the IPO | (1) | ||||||||||||
Net income attributable to the Partnership | $ 57 | $ 54.3 | $ 32.2 | $ 23.6 | $ 13.4 | $ 167.1 | [2] | $ 13.4 | [3] | ||||
Weighted average units outstanding | |||||||||||||
Basic | 143.8 | 137.7 | |||||||||||
Diluted | 143.8 | 137.7 | |||||||||||
General Partner | |||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 4 | $ 0.3 | |||||||||||
Income in excess of distributions | 1 | ||||||||||||
Net income attributable to the Partnership | $ 5 | $ 0.3 | |||||||||||
Weighted average units outstanding | |||||||||||||
Basic | 2.9 | 2.7 | |||||||||||
Diluted | 2.9 | 2.7 | |||||||||||
Limited Partners' Common Units | |||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 60.1 | $ 7 | |||||||||||
Income in excess of distributions | 25.4 | ||||||||||||
Distributions in excess of net income subsequent to the IPO | (0.5) | ||||||||||||
Net income attributable to the Partnership | $ 85.5 | $ 6.5 | |||||||||||
Weighted average units outstanding | |||||||||||||
Basic | 73.4 | 67.5 | |||||||||||
Diluted | 73.4 | 67.5 | |||||||||||
Net income per limited partner unit | |||||||||||||
Basic | $ 1.16 | $ 0.10 | |||||||||||
Diluted | $ 1.16 | $ 0.10 | |||||||||||
Limited Partner's Subordinated Units | |||||||||||||
Distribution Made To Limited Partner [Line Items] | |||||||||||||
Distributions declared | $ 53.3 | $ 7.1 | |||||||||||
Income in excess of distributions | 23.3 | ||||||||||||
Distributions in excess of net income subsequent to the IPO | (0.5) | ||||||||||||
Net income attributable to the Partnership | $ 76.6 | $ 6.6 | |||||||||||
Weighted average units outstanding | |||||||||||||
Basic | 67.5 | 67.5 | |||||||||||
Diluted | 67.5 | 67.5 | |||||||||||
Net income per limited partner unit | |||||||||||||
Basic | $ 1.14 | $ 0.10 | |||||||||||
Diluted | $ 1.14 | $ 0.10 | |||||||||||
[1] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. | ||||||||||||
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||||||
[3] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Transactions with Major Custo77
Transactions with Major Customers and Concentration of Credit Risk - Schedule of Revenues from Third Party Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [1] | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Concentration Risk [Line Items] | |||||||||||||||||||||
Revenues | $ 84.6 | $ 96.2 | $ 79.8 | $ 65.9 | $ 73.3 | $ 63.2 | $ 62.2 | $ 51.6 | $ 326.5 | [2] | $ 250.3 | [3] | $ 147.8 | [3] | |||||||
Customer A | |||||||||||||||||||||
Concentration Risk [Line Items] | |||||||||||||||||||||
Revenues | 26.2 | 22.2 | 20.8 | ||||||||||||||||||
Customer B | |||||||||||||||||||||
Concentration Risk [Line Items] | |||||||||||||||||||||
Revenues | 39.5 | 39.4 | 1.8 | ||||||||||||||||||
Customer C | |||||||||||||||||||||
Concentration Risk [Line Items] | |||||||||||||||||||||
Revenues | 85.7 | 44.6 | $ 6.2 | ||||||||||||||||||
Customer D | |||||||||||||||||||||
Concentration Risk [Line Items] | |||||||||||||||||||||
Revenues | $ 44.7 | $ 20.2 | |||||||||||||||||||
[1] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. | ||||||||||||||||||||
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||||||||||||||
[3] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Transactions with Major Custo78
Transactions with Major Customers and Concentration of Credit Risk - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | |||
Cash and cash equivalents in excess of FDIC limits | $ 92.5 | ||
Maximum | |||
Concentration Risk [Line Items] | |||
Receivables payment terms | 30 days | ||
Sales Revenue Net | Customer Concentration Risk | Parent and Affiliates [Member] | |||
Concentration Risk [Line Items] | |||
Revenue with parent as percentage of total revenues | 32.00% | 38.00% | 56.00% |
Transactions with Major Custo79
Transactions with Major Customers and Concentration of Credit Risk - Schedule of Accounts Receivable from Third Party Customers (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Customer B | ||
Concentration Risk [Line Items] | ||
Accounts receivable, net | $ 3.4 | $ 6.3 |
Customer C | ||
Concentration Risk [Line Items] | ||
Accounts receivable, net | 7.2 | 5.7 |
Customer D | ||
Concentration Risk [Line Items] | ||
Accounts receivable, net | $ 3.9 | $ 3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments And Contingencies Disclosure [Abstract] | ||
Clean-up costs accrued | $ 0 | $ 0 |
Accrual for settlement of litigation | $ 2,300,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Feb. 22, 2016 | Feb. 11, 2016USD ($)$ / shares | Jan. 15, 2016USD ($)MBbls / d | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | [2] | Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | [4] | ||
Subsequent Event [Line Items] | ||||||||||||||
Date Paid or to be Paid | Feb. 11, 2016 | [1] | Nov. 12, 2015 | Aug. 13, 2015 | May 14, 2015 | Feb. 12, 2015 | ||||||||
Cash distribution paid per limited partner unit (in dollars): | $ / shares | $ 0.2050 | $ 0.1900 | $ 0.1750 | $ 0.1042 | $ 0.7900 | [3] | $ 0.1042 | |||||||
Distributions declared and/or paid | $ 35,300,000 | [1] | $ 30,300,000 | $ 27,700,000 | $ 24,100,000 | $ 14,400,000 | ||||||||
Common Units | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distributions declared and/or paid | 13,900,000 | [1] | 11,000,000 | 10,200,000 | 8,000,000 | 4,800,000 | ||||||||
General Partner | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distributions declared and/or paid | $ 700,000 | [1] | 600,000 | 500,000 | 500,000 | 300,000 | ||||||||
SPLC | Facilities Modification and Reimbursement Agreement | LOOP LLC | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Equity method investment percentage | 46.10% | 46.10% | ||||||||||||
SPLC | Common Units | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distributions declared and/or paid | $ 4,700,000 | [1] | $ 4,400,000 | $ 4,100,000 | $ 3,800,000 | $ 2,200,000 | ||||||||
Subsequent Event | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Cash distribution paid per limited partner unit (in dollars): | $ / shares | $ 0.2200 | |||||||||||||
Distributions declared and/or paid | $ 35,300,000 | |||||||||||||
Subsequent Event | Amended and Restated Revolver 1 | STCW | Maximum | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Line of credit facility, expiration period | 1 year | |||||||||||||
Subsequent Event | 364 Day Revolver | STCW | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Line of credit facility maturity period | Mar. 1, 2017 | |||||||||||||
Subsequent Event | Non-affiliated Common Unitholders | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distributions declared and/or paid | 13,800,000 | |||||||||||||
Subsequent Event | General Partner | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distributions declared and/or paid | 700,000 | |||||||||||||
Subsequent Event | Incentive Distribution Rights | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distributions declared and/or paid | 1,200,000 | |||||||||||||
Subsequent Event | SPLC | Common Units | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Distributions declared and/or paid | $ 19,600,000 | |||||||||||||
Subsequent Event | Zydeco | Facilities Modification and Reimbursement Agreement | LOOP LLC | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Additional upgraded capacity of crude receipts | MBbls / d | 100 | |||||||||||||
Maximum time limit for completion of upgrade | Sep. 15, 2016 | |||||||||||||
Maximum reimbursement amount payable on lapse of time limit | $ 5,000,000 | |||||||||||||
[1] | For more information see Note 15 - Subsequent Events. | |||||||||||||
[2] | The fourth quarter 2014 minimum quarterly distribution was prorated for the 59-day period from November 3, 2014 to December 31, 2014 in accordance with the Partnership Agreement. | |||||||||||||
[3] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | |||||||||||||
[4] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Selected Quarterly Financial 82
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [1] | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2015 | [2] | Dec. 31, 2014 | [3] | Dec. 31, 2013 | [3] | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Total Revenues | $ 84.6 | $ 96.2 | $ 79.8 | $ 65.9 | $ 73.3 | $ 63.2 | $ 62.2 | $ 51.6 | $ 326.5 | $ 250.3 | $ 147.8 | ||||||||||
Income Before Income Taxes | 72.4 | 90.3 | 60.8 | 49.3 | 45.9 | 39.1 | 40.4 | 23.7 | 272.8 | 149.1 | 70.6 | ||||||||||
Net income | 72.5 | 90.6 | 60.7 | 49.1 | 45.7 | $ 39.1 | $ 40.4 | $ 23.7 | 272.9 | [3] | 148.9 | $ 70.5 | |||||||||
Net Income Attributable to the Partnership | 57 | 54.3 | 32.2 | 23.6 | 13.4 | 167.1 | 13.4 | ||||||||||||||
Limited Partners' Interest in Net Income Attributable to the Partnership | $ 54.7 | $ 52.8 | $ 31.5 | $ 23.1 | $ 13.1 | $ 162.1 | $ 13.1 | ||||||||||||||
Net Income per Common Unit Attributable to the Partnership - Basic and Diluted | $ 0.38 | $ 0.37 | $ 0.23 | $ 0.17 | $ 0.10 | ||||||||||||||||
[1] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. | ||||||||||||||||||||
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||||||||||||||
[3] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. |
Selected Quarterly Financial 83
Selected Quarterly Financial Data (Unaudited) - Schedule of Quarterly Adjustments to Total Revenues, Income before Income Taxes and Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | [2] | Dec. 31, 2014 | Dec. 31, 2013 | ||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Total Revenues | $ 84.6 | $ 96.2 | [1] | $ 79.8 | [1] | $ 65.9 | [1] | $ 73.3 | [1] | $ 63.2 | [1] | $ 62.2 | [1] | $ 51.6 | [1] | $ 326.5 | $ 250.3 | [3] | $ 147.8 | [3] | |
Income before income taxes | 72.4 | 90.3 | [1] | 60.8 | [1] | 49.3 | [1] | 45.9 | [1] | 39.1 | [1] | 40.4 | [1] | 23.7 | [1] | 272.8 | 149.1 | [3] | 70.6 | [3] | |
Net income | $ 72.5 | 90.6 | [1] | 60.7 | [1] | 49.1 | [1] | 45.7 | [1] | 39.1 | [1] | 40.4 | [1] | 23.7 | [1] | $ 272.9 | [3] | 148.9 | [3] | 70.5 | [3] |
Shell Midstream Partners, L.P. | |||||||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Total Revenues | 72.4 | [4] | 57.6 | [4] | 51.7 | [4] | 55.6 | [5] | 46.9 | [5] | 43.6 | [5] | 36.3 | [5] | 182.4 | [6] | 94.3 | [6] | |||
Income before income taxes | 74.1 | [4] | 45.4 | [4] | 41.6 | [4] | 35.8 | [5] | 31 | [5] | 26.6 | [5] | 15.2 | [5] | 108.6 | [6] | 39.4 | [6] | |||
Net income | 74.4 | [4] | 45.3 | [4] | 41.4 | [4] | 35.6 | [5] | 31 | [5] | 26.6 | [5] | 15.2 | [5] | 108.4 | [6] | 39.3 | [6] | |||
Shell Auger and Lockport Operations | |||||||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Total Revenues | 23.8 | [7] | 22.2 | [7] | 14.2 | [7] | 17.7 | [8] | 16.3 | [8] | 18.6 | [8] | 15.3 | [8] | 67.9 | [9] | 53.5 | [10] | |||
Income before income taxes | 16.2 | [7] | 15.4 | [7] | 7.7 | [7] | 10.1 | [8] | 8.1 | [8] | 13.8 | [8] | 8.5 | [8] | 40.5 | [9] | 31.2 | [10] | |||
Net income | $ 16.2 | [7] | $ 15.4 | [7] | $ 7.7 | [7] | $ 10.1 | [8] | $ 8.1 | [8] | $ 13.8 | [8] | $ 8.5 | [8] | $ 40.5 | [9],[11] | $ 31.2 | [10],[12] | |||
[1] | Information has been retrospectively adjusted to include the Shell Auger and Lockport Operations for periods prior to October 1, 2015. | ||||||||||||||||||||
[2] | The 2015 financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||||||||||||||
[3] | Prior period financial information has been retrospectively adjusted for the acquisition of the Shell Auger and Lockport Operations. | ||||||||||||||||||||
[4] | Includes the consolidated results of the Partnership as previously reported in its 2015 quarterly reports. | ||||||||||||||||||||
[5] | Includes the consolidated results of the Partnership as previously reported in its 2014 quarterly reports. | ||||||||||||||||||||
[6] | As previously reported in our Annual Report on Form 10-K for 2014. | ||||||||||||||||||||
[7] | Results of the Shell Auger and Lockport Operations from January 1, 2015 through September 30, 2015. | ||||||||||||||||||||
[8] | Results of the Shell Auger and Lockport Operations for 2014. | ||||||||||||||||||||
[9] | Our Predecessors’ results of the Shell Auger and Lockport Operations from January 1, 2014 through December 31, 2014. | ||||||||||||||||||||
[10] | Our Predecessor’s results of the Shell Auger and Lockport Operations from January 1, 2013 through December 31, 2013. | ||||||||||||||||||||
[11] | Our Predecessors’ cash flows from/to the Shell Auger and Lockport Operations from January 1, 2014 through December 31, 2014. | ||||||||||||||||||||
[12] | Our Predecessor’s cash flows from/to the Shell Auger and Lockport Operations from January 1, 2013 through December 31, 2013. |