þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________ |
Delaware | 90-1006559 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
One Valero Way | |||
San Antonio, Texas | 78249 | ||
(Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (210) 345-2000 |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
PAGE | ||
• | Port Arthur Refinery–Port Arthur, Texas; |
• | McKee Refinery–Sunray, Texas; |
• | Three Rivers Refinery–Three Rivers, Texas; |
• | Memphis Refinery–Memphis, Tennessee; |
• | Ardmore Refinery–Ardmore, Oklahoma; |
• | St. Charles Refinery–Norco, Louisiana; |
• | Houston Refinery–Houston, Texas; and |
• | Corpus Christi East and West Refineries–Corpus Christi, Texas. |
• | Lucas Terminal. Our Lucas terminal is located 12 miles from Valero’s Port Arthur Refinery on 495 acres. The facility consists of seven storage tanks with an aggregate of 1.9 million barrels of storage capacity. The Lucas terminal receives crude oil through our Nederland pipeline, which connects to the Sunoco Logistics Partners L.P. marine terminal in Nederland, Texas, as well as through connections to the Cameron Highway crude oil pipeline and Enterprise’s Beaumont marine terminal. The terminal connects to TransCanada’s Cushing MarketLink pipeline via our TransCanada connection and to the Seaway crude oil pipeline via our Seaway connection. The Lucas terminal delivers crude oil to Valero’s Port Arthur Refinery through our Lucas pipeline. |
• | Lucas Pipeline. Our Lucas pipeline is a 12-mile, 30-inch pipeline with 400,000 barrels per day of capacity that delivers crude oil from our Lucas terminal to Valero’s Port Arthur Refinery. |
• | Nederland Pipeline. Our Nederland pipeline is a five-mile, 32-inch pipeline with 600,000 barrels per day of capacity that delivers crude oil to our Lucas terminal from the Sunoco Logistics Nederland marine terminal. |
• | TransCanada Connection. Our TransCanada connection has 400,000 barrels per day of capacity and connects our Lucas terminal to TransCanada’s Cushing MarketLink pipeline. |
• | Seaway Connection. Our Seaway connection has 750,000 barrels per day of capacity and connects our Lucas terminal to the Seaway crude oil pipeline. |
• | Port Arthur Products Pipelines (PAPS – El Vista). Our Port Arthur products pipelines consist of a four-mile, 20-inch pipeline with 144,000 barrels per day of capacity that delivers gasoline from Valero’s Port Arthur Refinery to our El Vista terminal and a three-mile, 20-inch pipeline with 216,000 barrels per day of capacity that delivers diesel from Valero’s Port Arthur Refinery to our Port Arthur Products Station (PAPS) terminal. |
• | 12-10 Pipeline. Our 12-10 pipeline consists of 13 miles of 12-inch and 10-inch pipeline with 60,000 barrels per day of capacity that delivers refined petroleum products from Valero’s Port Arthur Refinery to the Enterprise TE Products pipeline connection, the Sunoco Logistics MagTex pipeline connection, and Enterprise’s Beaumont marine terminal. |
• | PAPS and El Vista Terminals. Our PAPS terminal consists of eight tanks with 821,000 barrels of diesel storage capacity, and our El Vista terminal consists of eight tanks with 1.2 million barrels of gasoline storage capacity. Our PAPS terminal also contains storage tanks owned by Colonial, which serves as the operator of our PAPS terminal. Each party owns its own tanks at the PAPS terminal and its own external pipelines connecting to the terminal, but certain equipment and improvements located at and serving the terminal are jointly owned. We own all of the El Vista terminal assets. |
• | McKee to El Paso Pipeline. Our McKee to El Paso pipeline consists of 408 miles of 10-inch pipeline that delivers diesel and gasoline produced at Valero’s McKee Refinery to our El Paso terminal. The pipeline has a total capacity of 63,000 barrels per day (of which 21,000 barrels per day of capacity are allocable to our 33⅓ percent undivided interest). |
• | SFPP Pipeline Connection. Our SFPP pipeline connection consists of 12 miles of 16- and 8-inch pipelines that deliver diesel and gasoline from our El Paso terminal to Kinder Morgan’s SFPP system. The SFPP pipeline connection has 98,400 barrels per day of capacity (of which 33,000 barrels per day of capacity are allocable to our 33⅓ percent undivided interest). |
• | El Paso Terminal. Our El Paso terminal is located on 117 acres and consists of 10 storage tanks with 499,000 barrels of storage capacity (of which 166,000 barrels of capacity are allocable to our 33⅓ percent undivided interest). The El Paso terminal receives refined petroleum products delivered to the terminal through our McKee to El Paso pipeline and delivers refined petroleum products to our four-bay truck rack at our El Paso terminal and to Kinder Morgan’s SFPP system through our SFPP pipeline connection. Our El Paso terminal truck rack has 30,000 barrels per day of capacity (of which 10,000 barrels per day of capacity are allocable to our 33⅓ percent undivided interest). |
• | Collierville Pipeline System. Our Collierville pipeline system consists of 52 miles of 10- to 20-inch pipelines with 210,000 barrels per day of capacity that deliver crude oil to Valero’s Memphis Refinery. We lease an approximate 13 mile portion of this pipeline, which runs from the Mississippi state line to the Memphis Refinery, from Memphis Light, Gas and Water (MLGW). The initial term of the lease, along with renewal periods available at our option, extend through 2046. |
• | Collierville Terminal. Our Collierville terminal is located in Byhalia, Mississippi on 60 acres. The facility consists of three storage tanks with 975,000 barrels of storage capacity. The Collierville terminal receives crude oil delivered to the terminal through the Capline pipeline. |
• | St. James Crude Tank. We own a 330,000 barrel crude oil storage tank in St. James, Louisiana located on land we lease from Shell. The tank is used to aggregate crude oil volumes to batch deliveries through the Capline pipeline to our Collierville terminal. |
• | Shorthorn Pipeline System. Our Shorthorn pipeline system consists of seven miles of 14-inch pipeline that delivers diesel and gasoline produced at Valero’s Memphis Refinery to our West Memphis terminal and two miles of 12-inch pipeline that delivers diesel and gasoline from our West Memphis terminal and Valero’s Memphis Refinery to Exxon’s Memphis refined petroleum products terminal. We lease the 14-inch pipeline from MLGW. The initial term of the lease, along with renewal periods available at our option, extend through 2046. The Shorthorn pipeline system has a total capacity of 120,000 barrels per day. |
• | Memphis Airport Pipeline System. Our Memphis Airport pipeline system consists of a nine-mile, six-inch pipeline that delivers jet fuel produced at Valero’s Memphis Refinery to the Swissport Fueling, Inc. terminal located at the Memphis International Airport and a two-mile, six-inch pipeline that delivers jet fuel from Valero’s Memphis Refinery to the FedEx jet fuel terminal located at the Memphis International Airport. The Memphis Airport pipeline system has a total capacity of 20,000 barrels per day. Both six-inch pipelines are owned by MLGW and we have an agreement with MLGW under which we are the exclusive operator of both pipelines. Our agreement with MLGW automatically renews and MLGW does not have a right to terminate. |
• | West Memphis Terminal. Our West Memphis terminal is located in West Memphis, Arkansas on 75 acres. The facility consists of 18 storage tanks with over one million barrels of storage capacity, a truck rack, and a barge dock on the Mississippi River. Our West Memphis terminal receives refined petroleum products through our Shorthorn pipeline system and through a biodiesel truck unloading rack located at the terminal. The terminal delivers refined petroleum products to the five-bay, 50,000 barrels per day truck rack at the terminal, our two-berth, 4,000 barrels per hour barge dock on the Mississippi River, and our Shorthorn pipeline system for deliveries to Exxon’s Memphis terminal. |
• | Memphis Truck Rack. Our Memphis truck rack is located on five acres of land adjacent to Valero’s Memphis Refinery. The facility consists of a high-capacity seven-bay truck rack and five biodiesel storage tanks with 8,000 barrels of storage capacity. The truck rack has a capacity of 110,000 barrels per day. |
• | Corpus Christi East Terminal. Our Corpus Christi East terminal supports Valero’s Corpus Christi East Refinery. The Corpus Christi East terminal is located on the Corpus Christi ship channel and has storage tanks with 6.2 million barrels of storage capacity. |
• | Corpus Christi West Terminal. Our Corpus Christi West terminal supports Valero’s Corpus Christi West Refinery. The Corpus Christi West terminal is located on the Corpus Christi ship channel and has storage tanks with 3.8 million barrels of storage capacity. |
Pipeline | Diameter (inches) | Length (miles) | Throughput Capacity (thousand barrels per day) | Commodity | Associated Valero Refinery | Significant Third-party System Connections | ||||||
Port Arthur logistics system | ||||||||||||
Lucas crude system | ||||||||||||
Lucas pipeline | 30 | 12 | 400 | crude oil | Port Arthur | Sunoco Logistics Nederland; Enterprise Beaumont; Cameron Highway; TransCanada Cushing MarketLink | ||||||
Nederland pipeline | 32 | 5 | 600 | crude oil | Port Arthur | Sunoco Logistics Nederland | ||||||
Port Arthur products system | ||||||||||||
20-inch gasoline pipeline | 20 | 4 | 144 | gasoline | Port Arthur | Explorer; Colonial | ||||||
20-inch diesel pipeline | 20 | 3 | 216 | diesel | Port Arthur | Explorer; Colonial | ||||||
12-10 pipeline | 12, 10 | 13 | 60 | refined petroleum products | Port Arthur | Sunoco Logistics MagTex; Enterprise TE Products; Enterprise Beaumont | ||||||
McKee logistics system | ||||||||||||
McKee crude system | multiple segments | 145 | 72 | crude oil | McKee | — | ||||||
McKee products system | ||||||||||||
McKee to El Paso pipeline | 10 | 408 | 21(1) | refined petroleum products | McKee | — | ||||||
SFPP pipeline connection | 16, 8 | 12 | 33(2) | refined petroleum products | McKee | Kinder Morgan's SFPP System | ||||||
Memphis logistics system(3) | ||||||||||||
Collierville crude system | ||||||||||||
Collierville pipeline | 10-20 | 52 | 210 | crude oil | Memphis | Capline | ||||||
Memphis products system | ||||||||||||
Shorthorn pipeline system | 14, 12 | 9 | 120 | refined petroleum products | Memphis | Exxon Memphis | ||||||
Memphis Airport pipeline system | 6 | 11 | 20 | jet fuel | Memphis | Memphis International Airport | ||||||
Three Rivers crude system | ||||||||||||
Three Rivers crude system | 12 | 3 | 110 | crude oil | Three Rivers | Harvest Arrowhead, Plains Gardendale, and EOG Eagle Ford West | ||||||
Wynnewood products system | ||||||||||||
Wynnewood refined products pipeline | 12 | 30 | 90 | refined petroleum products | Ardmore | Magellan |
(1) | Capacity shown represents our 33⅓ percent undivided interest in the pipeline. Total capacity for the pipeline is 63,000 barrels per day. |
(2) | Capacity shown represents our 33⅓ percent undivided interest in the pipeline connection. Total capacity for the pipeline connection is 98,400 barrels per day. |
(3) | Portions of our Memphis logistics system pipelines are owned by MLGW, but they are operated and maintained exclusively by us under long-term arrangements with MLGW. |
Terminal | Tank Storage Capacity (thousands of barrels) | Throughput Capacity (thousand barrels per day) | Commodity | Associated Valero Refinery | Significant Third-party System Connections | |||||
Port Arthur logistics system | ||||||||||
Lucas crude system | ||||||||||
Lucas terminal | 1,915 | — | crude oil | Port Arthur | Sunoco Logistics Nederland; Enterprise Beaumont; Cameron Highway; TransCanada Cushing MarketLink; Seaway | |||||
TransCanada connection | — | 400 | crude oil | Port Arthur | TransCanada Cushing MarketLink | |||||
Seaway connection | — | 750 | crude oil | Port Arthur | Seaway | |||||
Port Arthur products system | ||||||||||
PAPS terminal | 821 | — | diesel | Port Arthur | Explorer; Colonial | |||||
El Vista terminal | 1,210 | — | gasoline | Port Arthur | Explorer; Colonial | |||||
McKee logistics system | ||||||||||
McKee crude system | ||||||||||
Various terminals | 240 | — | crude oil | McKee | — | |||||
McKee products system | ||||||||||
El Paso terminal | 166 (1) | — | refined petroleum products | McKee | Kinder Morgan SFPP System | |||||
El Paso terminal truck rack | — | 10 (2) | refined petroleum products | McKee | — | |||||
Memphis logistics system | ||||||||||
Collierville crude system | ||||||||||
Collierville terminal | 975 | — | crude oil | Memphis | Capline | |||||
St. James crude tank | 330 | — | crude oil | Memphis | Capline | |||||
Memphis products system | ||||||||||
West Memphis terminal | 1,080 | — | refined petroleum products | Memphis | Exxon Memphis; Enterprise TE Products | |||||
West Memphis terminal truck rack | — | 50 | refined petroleum products | Memphis | — | |||||
West Memphis terminal dock | — | 4 (3) | refined petroleum products | Memphis | — | |||||
Memphis truck rack | 8 | 110 | refined petroleum products | Memphis | — | |||||
Wynnewood products system | ||||||||||
Wynnewood terminal | 180 | — | refined petroleum products | Ardmore | Magellan | |||||
Houston terminal | 3,642 | — | crude oil and refined petroleum products | Houston | HFOTCO, Magellan, Seaway | |||||
St. Charles terminal | 10,004 | — | crude oil and refined petroleum products | St. Charles | LOOP, Plantation, Colonial | |||||
Terminal | Tank Storage Capacity (thousands of barrels) | Throughput Capacity (thousand barrels per day) | Commodity | Associated Valero Refinery | Significant Third-party System Connections | |||||
Corpus Christi terminals | ||||||||||
Corpus Christi East terminal | 6,241 | — | crude oil and refined petroleum products | Corpus Christi East | Eagle Ford Pipeline LLC; NuStar North Beach terminal, Eagle Ford pipelines, and South Texas pipeline network | |||||
Corpus Christi West terminal | 3,835 | — | crude oil and refined petroleum products | Corpus Christi West | (same as Corpus Christi East terminal) |
(1) | Capacity shown represents our 33⅓ percent undivided interest in the terminal. Total storage capacity is 499,000 barrels. |
(2) | Capacity shown represents our 33⅓ percent undivided interest in the truck rack. Total capacity is 30,000 barrels per day. |
(3) | Dock throughput is reflected in thousands of barrels per hour. |
• | disruption of Valero’s ability to obtain crude oil; |
• | interruptions at Valero’s refineries and other facilities; |
• | any decision by Valero to temporarily or permanently curtail or shut down operations at one or more of its refineries or other facilities and reduce or terminate its obligations under our commercial agreements; |
• | competitors that produce their own supply of feedstocks, have more extensive retail outlets, or have greater financial resources may have a competitive advantage over Valero; |
• | the ability to obtain credit and financing on acceptable terms, which could also adversely affect the financial strength of business partners; |
• | the costs to comply with environmental laws and regulations; |
• | significant losses resulting from the hazards and risks of operations may not be fully covered by insurance, and could adversely affect Valero’s operations and financial results; |
• | large capital projects can take many years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns; |
• | interruptions of supply and increased costs as a result of Valero’s reliance on third-party transportation of crude oil and refined petroleum products; |
• | potential losses from Valero’s derivative transactions; and |
• | the effects of changing commodity and refined product prices. |
• | the amount of our operating expenses and general and administrative expenses, including reimbursements to Valero, which are not subject to any caps or other limits, in respect of those expenses; |
• | the amount and timing of capital expenditures and acquisitions we make; |
• | our debt service requirements and other liabilities, and restrictions contained in our revolving credit facility; |
• | fluctuations in our working capital needs; and |
• | the amount of cash reserves established by our general partner. |
• | we are able to identify attractive acquisition candidates; |
• | we are able to negotiate acceptable purchase agreements; |
• | we are able to obtain financing for these acquisitions on economically acceptable terms; and |
• | we are outbid by competitors. |
• | damages to facilities, equipment, and surrounding properties caused by third parties, severe weather, natural disasters, and acts of terrorism; |
• | maintenance, repairs, mechanical or structural failures at our or Valero’s facilities or at third-party facilities on which our or Valero’s operations are dependent, including electrical shortages, power disruptions, and power grid failures; |
• | damages to and loss of availability of interconnecting third-party pipelines, terminals, and other means of delivering crude oil, feedstocks, and refined petroleum products; |
• | disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or attack; |
• | curtailments of operations due to severe seasonal weather; and |
• | riots, work stoppages, slowdowns or strikes, as well as other industrial disturbances. |
• | neither our partnership agreement nor any other agreement requires Valero to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by Valero to increase or decrease refinery production, shut down or reconfigure a refinery, shift the focus of its investment and growth to areas not served by our assets, or undertake acquisition opportunities for itself; |
• | Valero, as our only customer, has an economic incentive to cause us to not seek higher rates and fees, even if such higher rates and fees would reflect those that could be obtained in arm’s-length, third-party transactions; |
• | Valero’s directors and officers have a fiduciary duty to make decisions beneficial to the stockholders of Valero, which may be contrary to our interests; in addition, many of the officers and directors of our general partner are also officers and/or directors of Valero and will owe fiduciary duties to Valero and its stockholders; |
• | Valero may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests; |
• | our partnership agreement replaces the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing its duties, limiting our general partner’s liabilities, and restricting the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty; |
• | except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval; |
• | disputes may arise under our commercial agreements with Valero; |
• | our general partner will determine the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of cash reserves, each of which can affect the amount of cash that is distributed to our unitholders; |
• | our general partner will determine the amount and timing of many of our capital expenditures and whether a capital expenditure is classified as an expansion capital expenditure, which would not reduce operating surplus, or a maintenance capital expenditure, which would reduce our operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and the ability of the subordinated units to convert into common units; |
• | our general partner will determine which costs incurred by it are reimbursable by us; |
• | our general partner may cause us to borrow funds in order to permit the payment of distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions, or to accelerate expiration of the subordination period; |
• | our partnership agreement permits us to classify up to $50 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings, or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated units or to our general partner in respect of the general partner units or the incentive distribution rights; |
• | our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf; |
• | our general partner intends to limit its liability regarding our contractual and other obligations; |
• | our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if it and its affiliates own more than 80 percent of the common units. As of February 1, 2016, Valero owned 41.1 percent of our common units, and, as a result, Valero did not have the ability to exercise the limited call right; |
• | our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including under the omnibus agreement and our commercial agreements with Valero; |
• | our general partner decides whether to retain separate counsel, accountants, or others to perform services for us; and |
• | our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner, which we refer to as our conflicts committee, or our unitholders. This election may result in lower distributions to our common unitholders in certain situations. |
• | whenever our general partner (acting in its capacity as our general partner), the board of directors of our general partner, or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner, and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was not |
• | our general partner is not liable to us or our unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith; |
• | our general partner and its officers and directors are not liable to us or our limited partners for monetary damages resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and |
• | our general partner is not in breach of its obligations under the partnership agreement (including any duties to us or our unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is: |
◦ | approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval; |
◦ | approved by the vote of a majority of our outstanding common units, excluding any common units owned by our general partner and its affiliates; |
◦ | determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or |
◦ | determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us. |
• | our existing unitholders’ proportionate ownership interest in us will decrease; |
• | the amount of cash we have available to distribute on each unit may decrease; |
• | because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of minimum quarterly distributions will be borne by our common unitholders will increase; |
• | because the amount payable to holders of incentive distribution rights is based on a percentage of total available cash, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same; |
• | the ratio of taxable income to distributions may increase; |
• | the relative voting strength of each previously outstanding unit may be diminished; and |
• | the market price of our common units may decline. |
• | how to allocate corporate opportunities among us and its other affiliates; |
• | whether to exercise its limited call right; |
• | whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner; |
• | how to exercise its voting rights with respect to the units it owns; |
• | whether to exercise its registration rights; |
• | whether to elect to reset target distribution levels; |
• | whether to transfer the incentive distribution rights to a third party; and |
• | whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement. |
Quarter Ended | High Sale Price | Low Sale Price | Quarterly Cash Distribution per Unit | Record Date | Distribution Date | |||||||||||
2015: | ||||||||||||||||
December 31 | $ | 53.25 | $ | 40.64 | $ | 0.3200 | February 4, 2016 | February 11, 2016 | ||||||||
September 30 | 54.50 | 37.96 | 0.3075 | November 2, 2015 | November 10, 2015 | |||||||||||
June 30 | 54.87 | 48.13 | 0.2925 | August 3, 2015 | August 11, 2015 | |||||||||||
March 31 | 55.00 | 38.53 | 0.2775 | May 1, 2015 | May 12, 2015 | |||||||||||
2014: | ||||||||||||||||
December 31 | 52.65 | 35.96 | 0.2660 | February 5, 2015 | February 12, 2015 | |||||||||||
September 30 | 56.89 | 43.33 | 0.2400 | October 31, 2014 | November 12, 2014 | |||||||||||
June 30 | 50.98 | 38.01 | 0.2225 | August 1, 2014 | August 13, 2014 | |||||||||||
March 31 | 40.60 | 31.30 | 0.2125 | May 1, 2014 | May 14, 2014 |
• | less, the amount of cash reserves established by our general partner to: |
◦ | provide for the proper conduct of our business (including reserves for our future capital expenditures and anticipated future credit needs requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter); |
◦ | comply with applicable law, any of our or our subsidiaries’ debt instruments or other agreements; or |
◦ | provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from paying the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter); |
• | plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter. |
Total Quarterly Distribution per Unit Target Amount | Marginal Percentage Interest in Distributions | |||||
Unitholders | General Partner | |||||
Minimum Quarterly Distribution | $0.2125 | 98% | 2% | |||
First Target Distribution | above $0.2125 up to $0.244375 | 98% | 2% | |||
Second Target Distribution | above $0.244375 up to $0.265625 | 85% | 15% | |||
Third Target Distribution | above $0.265625 up to $0.31875 | 75% | 25% | |||
Thereafter | $0.31875 | 50% | 50% |
• | distributions of available cash from operating surplus on each of the outstanding common units, subordinated units and general partner units equaled or exceeded $0.2125 per unit per quarter, for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; |
• | the adjusted operating surplus (as defined in our partnership agreement) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $0.85 (the annualized minimum quarterly distribution) on all of the outstanding common units, subordinated units and general partner units during those periods on a fully diluted basis; and |
• | there are no arrearages in payment of the minimum quarterly distribution on the common units. |
• | distributions of available cash from operating surplus on each of the outstanding common units, subordinated units, and general partner units equaled or exceeded $1.275 (150 percent of the annualized minimum quarterly distribution), for the four-consecutive-quarter period immediately preceding that date; |
• | the adjusted operating surplus (as defined in our partnership agreement) generated during the four-quarter period immediately preceding that date equaled or exceeded the sum of (i) $1.275 per unit (150 percent of the annualized minimum quarterly distribution) on all of the outstanding common units, subordinated units, and general partner units during that period on a fully diluted basis and (ii) the corresponding distributions on the incentive distribution rights; and |
• | there are no arrearages in payment of the minimum quarterly distributions on the common units. |
• | the subordinated units held by any person will immediately and automatically convert into common units on a one-for-one basis, provided that (i) neither such person nor any of its affiliates voted any of its units in favor of the removal and (ii) such person is not an affiliate of the successor general partner; |
• | if all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units will be extinguished and the subordination period will end; and |
• | our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests. |
Year Ended December 31, | ||||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Operating revenues – related party | $ | 243,624 | $ | 129,180 | $ | 124,985 | $ | 115,889 | $ | 90,933 | ||||||||||
Net income (loss) | 101,841 | (1,955 | ) | 2,989 | (8,497 | ) | (24,830 | ) | ||||||||||||
Net income attributable to partners | 131,878 | 59,281 | 2,041 | — | — | |||||||||||||||
Limited partners’ interest in net income | 125,809 | 57,902 | 2,000 | — | — | |||||||||||||||
Net income per limited partner unit – (basic and diluted): | ||||||||||||||||||||
Common units | 2.12 | 1.01 | 0.03 | n/a | n/a | |||||||||||||||
Subordinated units | 2.07 | 1.01 | 0.03 | n/a | n/a | |||||||||||||||
Cash distribution declared per unit | 1.1975 | 0.9410 | 0.0370 | n/a | n/a | |||||||||||||||
Cash and cash equivalents | 80,783 | 236,579 | 375,118 | — | — | |||||||||||||||
Total assets | 850,107 | 975,953 | 1,032,895 | 557,052 | 521,815 | |||||||||||||||
Debt and capital lease obligations, net of current portion | 175,246 | 1,519 | 3,079 | 5,405 | 6,952 | |||||||||||||||
Notes payable to related party | 370,000 | — | — | — | — |
• | the suspension, reduction, or termination of Valero’s obligation under our commercial agreements and our services and secondment agreement; |
• | changes in global economic conditions and the effects of the global economic downturn on Valero’s business and the business of its suppliers, customers, business partners, and credit lenders; |
• | a material decrease in Valero’s profitability; |
• | disruptions due to equipment interruption or failure at our facilities, Valero’s facilities, or third-party facilities on which our business or Valero’s business is dependent; |
• | the risk of contract cancellation, non-renewal, or failure to perform by Valero’s customers, and Valero’s inability to replace such contracts and/or customers; |
• | Valero’s ability to remain in compliance with the terms of its outstanding indebtedness; |
• | the timing and extent of changes in commodity prices and demand for Valero’s refined petroleum products; |
• | our ability to obtain credit and financing on acceptable terms in light of uncertainty and illiquidity in credit and capital markets; |
• | actions of customers and competitors; |
• | changes in our cash flows from operations; |
• | state and federal environmental, economic, health and safety, energy, and other policies and regulations, including those related to climate change and any changes therein, and any legal or regulatory investigations, delays, or other factors beyond our control; |
• | operational hazards inherent in refining operations and in transporting and storing crude oil and refined petroleum products; |
• | earthquakes or other natural disasters affecting operations; |
• | changes in capital requirements or in execution of planned capital projects; |
• | the availability and costs of crude oil, other refinery feedstocks, and refined petroleum products; |
• | changes in the cost or availability of third-party vessels, pipelines, and other means of delivering and transporting crude oil, feedstocks, and refined petroleum products; |
• | direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war; |
• | weather conditions affecting our or Valero’s operations or the areas in which Valero markets its refined petroleum products; |
• | seasonal variations in demand for refined petroleum products; |
• | adverse rulings, judgments, or settlements in litigation or other legal or tax matters, including unexpected environmental remediation costs in excess of any accruals, which affect us or Valero; |
• | risks related to labor relations and workplace safety; |
• | changes in insurance markets impacting costs and the level and types of coverage available; and |
• | political developments. |
• | On July 1, 2014, we acquired the Texas Crude Systems Business for total cash consideration of $154.0 million. |
• | On March 1, 2015, we acquired the Houston and St. Charles Terminal Services Business for total consideration of $671.2 million. |
• | On October 1, 2015, we acquired the Corpus Christi Terminal Services Business for total consideration of $465.0 million. |
• | The increase in net income of $103.8 million in 2015 compared to 2014 was due primarily to $111.3 million of revenues generated by our Houston, St. Charles, and Corpus Christi terminals from the date of their respective acquisitions. The Houston and St. Charles Terminal Services Business and the Corpus Christi Terminal Services Business did not charge Valero for services provided and therefore, did not generate revenues prior to our acquisition of those businesses on March 1, 2015 and October 1, 2015, respectively. |
• | Net income attributable to partners represents our results of operations and only includes those of an acquired business for the period subsequent to the effective date of its acquisition. Therefore, the increase in net income attributable to partners of $72.6 million in 2015 compared to 2014 was due primarily to the comparable periods reflecting the results of operations of the Texas Crude Systems Business, the Houston and St. Charles Terminal Services Business, and the Corpus Christi Terminal Services Business from the date of their respective acquisition. |
Year Ended December 31, | ||||||||||||
2015 | 2014 | Change | ||||||||||
Operating revenues – related party | $ | 243,624 | $ | 129,180 | $ | 114,444 | ||||||
Costs and expenses: | ||||||||||||
Operating expenses | 83,681 | 88,200 | (4,519 | ) | ||||||||
General and administrative expenses | 13,758 | 12,921 | 837 | |||||||||
Depreciation expense | 38,203 | 30,098 | 8,105 | |||||||||
Total costs and expenses | 135,642 | 131,219 | 4,423 | |||||||||
Operating income (loss) | 107,982 | (2,039 | ) | 110,021 | ||||||||
Other income, net | 223 | 1,504 | (1,281 | ) | ||||||||
Interest expense | (6,113 | ) | (872 | ) | (5,241 | ) | ||||||
Income (loss) before income taxes | 102,092 | (1,407 | ) | 103,499 | ||||||||
Income tax expense | 251 | 548 | (297 | ) | ||||||||
Net income (loss) | 101,841 | (1,955 | ) | 103,796 | ||||||||
Less: Net loss attributable to Predecessor | (30,037 | ) | (61,236 | ) | 31,199 | |||||||
Net income attributable to partners | 131,878 | 59,281 | 72,597 | |||||||||
Less: General partner’s interest in net income | 6,069 | 1,379 | 4,690 | |||||||||
Limited partners’ interest in net income | $ | 125,809 | $ | 57,902 | $ | 67,907 | ||||||
Net income per limited partner unit (basic and diluted): | ||||||||||||
Common units | $ | 2.12 | $ | 1.01 | ||||||||
Subordinated units | $ | 2.07 | $ | 1.01 | ||||||||
Weighted average number of limited partner units outstanding: | ||||||||||||
Common units – basic | 31,222 | 28,790 | ||||||||||
Common units – diluted | 31,222 | 28,791 | ||||||||||
Subordinated units – basic and diluted | 28,790 | 28,790 |
Year Ended December 31, | ||||||||||||
2015 | 2014 | Change | ||||||||||
Operating highlights: | ||||||||||||
Pipeline transportation: | ||||||||||||
Pipeline transportation revenues | $ | 81,435 | $ | 72,737 | $ | 8,698 | ||||||
Pipeline transportation throughput (BPD) (a) | 949,884 | 908,095 | 41,789 | |||||||||
Average pipeline transportation revenue per barrel (b) | $ | 0.23 | $ | 0.22 | $ | 0.01 | ||||||
Terminaling: | ||||||||||||
Terminaling revenues | $ | 161,649 | $ | 55,495 | $ | 106,154 | ||||||
Terminaling throughput (BPD) | 1,340,407 | 545,135 | 795,272 | |||||||||
Average terminaling revenue per barrel (b) | $ | 0.33 | $ | 0.28 | $ | 0.05 | ||||||
Storage revenues | $ | 540 | $ | 948 | $ | (408 | ) | |||||
Total operating revenues – related party | $ | 243,624 | $ | 129,180 | $ | 114,444 | ||||||
Capital expenditures: | ||||||||||||
Maintenance | $ | 9,490 | $ | 28,315 | $ | (18,825 | ) | |||||
Expansion | 21,479 | 75,637 | (54,158 | ) | ||||||||
Total capital expenditures | $ | 30,969 | $ | 103,952 | $ | (72,983 | ) | |||||
Other financial information: | ||||||||||||
Quarterly cash distribution declared per unit | $ | 1.1975 | $ | 0.9410 | ||||||||
Distribution declared: | ||||||||||||
Limited partner units – public | $ | 22,028 | $ | 16,238 | ||||||||
Limited partner units – Valero | 51,566 | 37,950 | ||||||||||
General partner units – Valero | 5,003 | 1,304 | ||||||||||
Total distribution declared | $ | 78,597 | $ | 55,492 |
(a) | Represents the sum of volumes transported through each separately tariffed pipeline segment. |
(b) | Average revenue per barrel is calculated as revenue divided by throughput for the period. Throughput is derived by multiplying the throughput barrels per day (BPD) by the number of days in the period. |
Year Ended December 31, | ||||||||||||
2014 | 2013 | Change | ||||||||||
Operating revenues – related party | $ | 129,180 | $ | 124,985 | $ | 4,195 | ||||||
Costs and expenses: | ||||||||||||
Operating expenses | 88,200 | 84,728 | 3,472 | |||||||||
General and administrative expenses | 12,921 | 7,778 | 5,143 | |||||||||
Depreciation expense | 30,098 | 28,167 | 1,931 | |||||||||
Total costs and expenses | 131,219 | 120,673 | 10,546 | |||||||||
Operating income (loss) | (2,039 | ) | 4,312 | (6,351 | ) | |||||||
Other income, net | 1,504 | 309 | 1,195 | |||||||||
Interest expense | (872 | ) | (198 | ) | (674 | ) | ||||||
Income (loss) before income taxes | (1,407 | ) | 4,423 | (5,830 | ) | |||||||
Income tax expense | 548 | 1,434 | (886 | ) | ||||||||
Net income (loss) | (1,955 | ) | 2,989 | (4,944 | ) | |||||||
Less: Net income (loss) attributable to Predecessor | (61,236 | ) | 948 | (62,184 | ) | |||||||
Net income attributable to partners | 59,281 | 2,041 | 57,240 | |||||||||
Less: General partner’s interest in net income | 1,379 | 41 | 1,338 | |||||||||
Limited partners’ interest in net income | $ | 57,902 | $ | 2,000 | $ | 55,902 | ||||||
Net income per limited partner unit (basic and diluted): | ||||||||||||
Common units | $ | 1.01 | $ | 0.03 | ||||||||
Subordinated units | $ | 1.01 | $ | 0.03 | ||||||||
Weighted average number of limited partner units outstanding: | ||||||||||||
Common units – basic | 28,790 | 28,790 | ||||||||||
Common units – diluted | 28,791 | 28,790 | ||||||||||
Subordinated units – basic and diluted | 28,790 | 28,790 |
Year Ended December 31, | ||||||||||||
2014 | 2013 | Change | ||||||||||
Operating highlights: | ||||||||||||
Pipeline transportation: | ||||||||||||
Pipeline transportation revenues | $ | 72,737 | $ | 75,908 | $ | (3,171 | ) | |||||
Pipeline transportation throughput (BPD) (a) | 908,095 | 814,103 | 93,992 | |||||||||
Average pipeline transportation revenue per barrel (b) | $ | 0.22 | $ | 0.26 | $ | (0.04 | ) | |||||
Terminaling: | ||||||||||||
Terminaling revenues | $ | 55,495 | $ | 29,642 | $ | 25,853 | ||||||
Terminaling throughput (BPD) | 545,135 | 260,704 | 284,431 | |||||||||
Average terminaling revenue per barrel (b) | $ | 0.28 | $ | 0.31 | $ | (0.03 | ) | |||||
Storage revenues (c) | $ | 948 | $ | 19,435 | $ | (18,487 | ) | |||||
Total operating revenues – related party | $ | 129,180 | $ | 124,985 | $ | 4,195 | ||||||
Capital expenditures: | ||||||||||||
Maintenance | $ | 28,315 | $ | 39,358 | $ | (11,043 | ) | |||||
Expansion | 75,637 | 81,139 | (5,502 | ) | ||||||||
Total capital expenditures | $ | 103,952 | $ | 120,497 | $ | (16,545 | ) | |||||
Other financial information: | ||||||||||||
Quarterly cash distribution declared per unit (d) | $ | 0.9410 | $ | 0.0370 | ||||||||
Distribution declared: | ||||||||||||
Limited partner units – public | $ | 16,238 | $ | 638 | ||||||||
Limited partner units – Valero | 37,950 | 1,492 | ||||||||||
General partner units – Valero | 1,304 | 44 | ||||||||||
Total distribution declared | $ | 55,492 | $ | 2,174 |
(a) | Represents the sum of volumes transported through each separately tariffed pipeline segment. |
(b) | Average revenue per barrel is calculated as revenue divided by throughput for the period. Throughput is derived by multiplying the throughput barrels per day by the number of days in the period. |
(c) | Prior to the IPO, our Predecessor leased some of our refined petroleum products and crude oil storage capacity to Valero. Subsequent to the IPO, under our commercial agreements with Valero, certain of these storage capacity lease agreements were replaced with terminaling fees. |
(d) | The quarterly cash distribution for the year ended December 31, 2013 was calculated as the minimum quarterly distribution of $0.2125 per unit prorated for the period from the date of the IPO (December 16, 2013) to December 31, 2013. |
Quarterly Period Ended | Total Quarterly Distribution (Per Unit) | Total Cash Distribution (In Thousands) | Declaration Date | Record Date | Distribution Date | ||||||||||
December 31, 2015 | $ | 0.3200 | $ | 22,711 | January 25, 2016 | February 4, 2016 | February 11, 2016 | ||||||||
September 30, 2015 | 0.3075 | 20,164 | October 15, 2015 | November 2, 2015 | November 10, 2015 | ||||||||||
June 30, 2015 | 0.2925 | 18,456 | July 24, 2015 | August 3, 2015 | August 11, 2015 | ||||||||||
March 31, 2015 | 0.2775 | 17,266 | April 21, 2015 | May 1, 2015 | May 12, 2015 | ||||||||||
December 31, 2014 | 0.2660 | 15,829 | January 26, 2015 | February 5, 2015 | February 12, 2015 | ||||||||||
September 30, 2014 | 0.2400 | 14,102 | October 14, 2014 | October 31, 2014 | November 12, 2014 | ||||||||||
June 30, 2014 | 0.2225 | 13,074 | July 15, 2014 | August 1, 2014 | August 13, 2014 | ||||||||||
March 31, 2014 | 0.2125 | 12,487 | April 17, 2014 | May 1, 2014 | May 14, 2014 | ||||||||||
December 31, 2013 (a) | 0.0370 | 2,174 | January 20, 2014 | January 31, 2014 | February 12, 2014 |
Year Ended December 31, | |||||||||||||
2015 | 2014 (a) | 2013 (a) | |||||||||||
Cash flows provided by (used in): | |||||||||||||
Operating activities | $ | 131,430 | $ | 26,834 | $ | 28,729 | |||||||
Investing activities | (421,031 | ) | (184,014 | ) | (120,489 | ) | |||||||
Financing activities | 133,805 | 18,641 | 466,878 | ||||||||||
Net increase (decrease) in cash and cash equivalents | $ | (155,796 | ) | $ | (138,539 | ) | $ | 375,118 | |||||
(a) Prior period financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business. |
Years Ended December 31, | |||||||||||||
2015 | 2014 (a) | 2013 (a) | |||||||||||
Maintenance | $ | 9,490 | $ | 28,315 | $ | 39,358 | |||||||
Expansion (b) | 21,479 | 75,637 | 81,139 | ||||||||||
Total capital expenditures | $ | 30,969 | $ | 103,952 | $ | 120,497 | |||||||
(a) Prior period financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business. | |||||||||||||
(b) This table excludes amounts paid to Valero for the acquired businesses. See Note 3 in Notes to Consolidated Financial Statements for further discussion of our acquisitions. |
• | the expansion and improvement of assets at our Corpus Christi terminals; |
• | the construction of a connection to receive crude oil from the Seaway pipeline into our Lucas crude system; and |
• | the improvement of assets at our St. Charles terminal that will extend the useful lives of the tanks. |
• | new tanks and improvements to tanks and other terminal assets at our St. Charles and Houston terminals; |
• | the expansion and improvement of assets at our Corpus Christi terminals; and |
• | expansion of the Three Rivers crude system. |
• | new tanks and improvements to tanks and other terminal assets at our St. Charles and Houston terminals; |
• | the expansion and improvement of assets at our Corpus Christi terminals; |
• | interconnection with TransCanada’s Cushing MarketLink pipeline; and |
• | expansion of the McKee crude system. |
Payments Due by Period | ||||||||||||||||||||||||||||
2016 | 2017 | 2018 | 2019 | 2020 | Thereafter | Total | ||||||||||||||||||||||
Debt and capital lease obligations (including interest on capital lease obligations) | $ | 963 | $ | — | $ | — | $ | — | $ | 545,000 | $ | — | $ | 545,963 | ||||||||||||||
Operating lease obligations | 8,229 | 8,229 | 8,186 | 8,186 | 8,186 | 35,588 | 76,604 | |||||||||||||||||||||
Other long-term liabilities | — | — | — | — | — | 1,116 | 1,116 | |||||||||||||||||||||
Total | $ | 9,192 | $ | 8,229 | $ | 8,186 | $ | 8,186 | $ | 553,186 | $ | 36,704 | $ | 623,683 |
December 31, | |||||||||
2015 | 2014 (a) | ||||||||
ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 80,783 | $ | 236,579 | |||||
Receivables from related party | 18,088 | 8,499 | |||||||
Prepaid expenses and other | 632 | 727 | |||||||
Total current assets | 99,503 | 245,805 | |||||||
Property and equipment, at cost | 1,010,881 | 959,659 | |||||||
Accumulated depreciation | (263,599 | ) | (230,896 | ) | |||||
Property and equipment, net | 747,282 | 728,763 | |||||||
Deferred charges and other assets, net | 3,322 | 1,385 | |||||||
Total assets | $ | 850,107 | $ | 975,953 | |||||
LIABILITIES AND PARTNERS’ CAPITAL | |||||||||
Current liabilities: | |||||||||
Current portion of debt and capital lease obligations | $ | 913 | $ | 1,200 | |||||
Accounts payable | 9,264 | 4,297 | |||||||
Accrued liabilities | 1,690 | 1,054 | |||||||
Taxes other than income taxes | 1,276 | 765 | |||||||
Deferred revenue from related party | 129 | 124 | |||||||
Total current liabilities | 13,272 | 7,440 | |||||||
Debt and capital lease obligations, net of current portion | 175,246 | 1,519 | |||||||
Notes payable to related party | 370,000 | — | |||||||
Deferred income taxes | 320 | 830 | |||||||
Other long-term liabilities | 1,116 | 1,065 | |||||||
Commitments and contingencies | |||||||||
Partners’ capital: | |||||||||
Common unitholders – public (21,509,651 and 17,255,208 units outstanding) | 581,489 | 374,954 | |||||||
Common unitholder – Valero (15,018,602 and 11,539,989 units outstanding) | 28,430 | 58,844 | |||||||
Subordinated unitholder – Valero (28,789,989 and 28,789,989 units outstanding) | (313,961 | ) | 146,804 | ||||||
General partner – Valero (1,332,829 and 1,175,102 units outstanding) | (5,805 | ) | 4,617 | ||||||
Net investment | — | 379,880 | |||||||
Total partners’ capital | 290,153 | 965,099 | |||||||
Total liabilities and partners’ capital | $ | 850,107 | $ | 975,953 | |||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Year Ended December 31, | |||||||||||||
2015 | 2014 (a) | 2013 (a) | |||||||||||
Operating revenues – related party | $ | 243,624 | $ | 129,180 | $ | 124,985 | |||||||
Costs and expenses: | |||||||||||||
Operating expenses (b) | 83,681 | 88,200 | 84,728 | ||||||||||
General and administrative expenses (c) | 13,758 | 12,921 | 7,778 | ||||||||||
Depreciation expense | 38,203 | 30,098 | 28,167 | ||||||||||
Total costs and expenses | 135,642 | 131,219 | 120,673 | ||||||||||
Operating income (loss) | 107,982 | (2,039 | ) | 4,312 | |||||||||
Other income, net | 223 | 1,504 | 309 | ||||||||||
Interest and debt expense, net of capitalized interest (d) | (6,113 | ) | (872 | ) | (198 | ) | |||||||
Income (loss) before income taxes | 102,092 | (1,407 | ) | 4,423 | |||||||||
Income tax expense | 251 | 548 | 1,434 | ||||||||||
Net income (loss) | 101,841 | (1,955 | ) | 2,989 | |||||||||
Less: Net income (loss) attributable to Predecessor | (30,037 | ) | (61,236 | ) | 948 | ||||||||
Net income attributable to partners | 131,878 | 59,281 | 2,041 | ||||||||||
Less: General partner’s interest in net income | 6,069 | 1,379 | 41 | ||||||||||
Limited partners’ interest in net income | $ | 125,809 | $ | 57,902 | $ | 2,000 | |||||||
Net income per limited partner unit – basic and diluted: | |||||||||||||
Common units | $ | 2.12 | $ | 1.01 | $ | 0.03 | |||||||
Subordinated units | $ | 2.07 | $ | 1.01 | $ | 0.03 | |||||||
Weighted-average limited partner units outstanding: | |||||||||||||
Common units – basic | 31,222 | 28,790 | 28,790 | ||||||||||
Common units – diluted | 31,222 | 28,791 | 28,790 | ||||||||||
Subordinated units – basic and diluted | 28,790 | 28,790 | 28,790 | ||||||||||
Cash distribution declared per unit | $ | 1.1975 | $ | 0.9410 | $ | 0.0370 | |||||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. | |||||||||||||
Supplemental information – each income statement line item reflected below includes expenses incurred for services or financing provided by related party as follows: | |||||||||||||
(b) Operating expenses – related party | $ | 38,161 | $ | 34,226 | $ | 31,759 | |||||||
(c) General and administrative expenses – related party | $ | 10,933 | $ | 10,460 | $ | 7,697 | |||||||
(d) Interest and debt expense – related party | $ | 3,190 | $ | — | $ | — |
Partnership | ||||||||||||||||||||||||
Common Unitholders Public | Common Unitholder Valero | Subordinated Unitholder Valero | General Partner Valero | Net Investment | Total | |||||||||||||||||||
Balance as of December 31, 2012 (a) | $ | — | $ | — | $ | — | $ | — | $ | 549,469 | $ | 549,469 | ||||||||||||
Net income: | ||||||||||||||||||||||||
Attributable to Predecessor (a) | — | — | — | — | 948 | 948 | ||||||||||||||||||
Attributable to partners | 599 | 401 | 1,000 | 41 | — | 2,041 | ||||||||||||||||||
Net transfers from Valero Energy Corporation (a) | — | — | — | — | 92,285 | 92,285 | ||||||||||||||||||
Prefunding of capital projects by Valero Energy Corporation | — | — | — | — | 3,500 | 3,500 | ||||||||||||||||||
Allocation of net investment to unitholders | — | 75,597 | 188,601 | 6,126 | (270,324 | ) | — | |||||||||||||||||
Proceeds from initial public offering, net of offering costs | 369,226 | — | — | — | — | 369,226 | ||||||||||||||||||
Balance as of December 31, 2013 (a) | 369,825 | 75,998 | 189,601 | 6,167 | 375,878 | 1,017,469 | ||||||||||||||||||
Net income (loss): | ||||||||||||||||||||||||
Attributable to Predecessor (a) | — | — | — | — | (61,236 | ) | (61,236 | ) | ||||||||||||||||
Attributable to partners | 17,346 | 11,605 | 28,951 | 1,379 | — | 59,281 | ||||||||||||||||||
Net transfers from Valero Energy Corporation (a) | — | — | — | — | 145,354 | 145,354 | ||||||||||||||||||
Allocation of Valero Energy Corporation’s net investment in the Texas Crude Systems Business | — | 22,276 | 55,572 | 2,268 | (80,116 | ) | — | |||||||||||||||||
Consideration paid to Valero Energy Corporation for the Texas Crude Systems Business | — | (42,818 | ) | (106,822 | ) | (4,360 | ) | — | (154,000 | ) | ||||||||||||||
Cash distributions to unitholders | (12,281 | ) | (8,217 | ) | (20,498 | ) | (837 | ) | — | (41,833 | ) | |||||||||||||
Distribution equivalent right payments | (4 | ) | — | — | — | — | (4 | ) | ||||||||||||||||
Unit-based compensation | 68 | — | — | — | — | 68 | ||||||||||||||||||
Balance as of December 31, 2014 (a) | 374,954 | 58,844 | 146,804 | 4,617 | 379,880 | 965,099 | ||||||||||||||||||
Net income (loss): | ||||||||||||||||||||||||
Attributable to Predecessor | — | — | — | — | (30,037 | ) | (30,037 | ) | ||||||||||||||||
Attributable to partners | 37,183 | 28,548 | 60,078 | 6,069 | — | 131,878 | ||||||||||||||||||
Net transfers from Valero Energy Corporation | — | — | — | — | 40,301 | 40,301 | ||||||||||||||||||
Allocation of Valero Energy Corporation’s net investment in acquisitions | — | 111,433 | 267,700 | 11,011 | (390,144 | ) | — | |||||||||||||||||
Consideration paid to Valero Energy Corporation for acquisitions | — | (330,539 | ) | (773,685 | ) | (31,996 | ) | — | (1,136,220 | ) | ||||||||||||||
Units issued to Valero Energy Corporation in connection with acquisitions | — | 166,600 | — | 3,400 | — | 170,000 | ||||||||||||||||||
Units issued in public offering, net of offering costs | 188,915 | — | — | 4,011 | — | 192,926 | ||||||||||||||||||
Noncash capital contributions from Valero Energy Corporation | — | 8,898 | 18,063 | 787 | — | 27,748 | ||||||||||||||||||
Cash distributions to unitholders | (19,725 | ) | (15,354 | ) | (32,921 | ) | (3,704 | ) | — | (71,704 | ) | |||||||||||||
Distribution equivalent right payments | (11 | ) | — | — | — | — | (11 | ) | ||||||||||||||||
Unit-based compensation | 173 | — | — | — | — | 173 | ||||||||||||||||||
Balance as of December 31, 2015 | $ | 581,489 | $ | 28,430 | $ | (313,961 | ) | $ | (5,805 | ) | $ | — | $ | 290,153 | ||||||||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
Year Ended December 31, | |||||||||||||
2015 | 2014 (a) | 2013 (a) | |||||||||||
Cash flows from operating activities: | |||||||||||||
Net income (loss) | $ | 101,841 | $ | (1,955 | ) | $ | 2,989 | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||
Depreciation expense | 38,203 | 30,098 | 28,167 | ||||||||||
Deferred income tax expense (benefit) | (228 | ) | 43 | 941 | |||||||||
Changes in current assets and current liabilities | (8,973 | ) | (1,318 | ) | (2,947 | ) | |||||||
Changes in deferred charges and credits and other operating activities, net | 587 | (34 | ) | (421 | ) | ||||||||
Net cash provided by operating activities | 131,430 | 26,834 | 28,729 | ||||||||||
Cash flows from investing activities: | |||||||||||||
Capital expenditures | (30,969 | ) | (103,952 | ) | (120,497 | ) | |||||||
Acquisitions from Valero Energy Corporation | (390,144 | ) | (80,116 | ) | — | ||||||||
Proceeds from dispositions of property and equipment | 82 | 54 | 8 | ||||||||||
Net cash used in investing activities | (421,031 | ) | (184,014 | ) | (120,489 | ) | |||||||
Cash flows from financing activities: | |||||||||||||
Proceeds from debt borrowings | 200,000 | — | — | ||||||||||
Proceeds from notes payable to related party | 555,000 | — | — | ||||||||||
Repayments of debt and capital lease obligations | (26,200 | ) | (1,048 | ) | (1,059 | ) | |||||||
Repayment of note payable to related party | (185,000 | ) | — | — | |||||||||
Payment of debt issuance costs | (2,322 | ) | (1,071 | ) | (572 | ) | |||||||
Prefunding of capital projects by Valero Energy Corporation | — | — | 3,500 | ||||||||||
Proceeds from issuance of common units, net of discount | 189,683 | — | 372,449 | ||||||||||
Proceeds from issuance of general partner units | 4,011 | — | — | ||||||||||
Payment of offering costs | (666 | ) | (3,223 | ) | — | ||||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets | (576,076 | ) | (73,884 | ) | — | ||||||||
Cash distributions to unitholders and distribution equivalent right payments | (71,715 | ) | (41,837 | ) | — | ||||||||
Net transfers from Valero Energy Corporation | 47,090 | 139,704 | 92,560 | ||||||||||
Net cash provided by financing activities | 133,805 | 18,641 | 466,878 | ||||||||||
Net increase (decrease) in cash and cash equivalents | (155,796 | ) | (138,539 | ) | 375,118 | ||||||||
Cash and cash equivalents at beginning of year | 236,579 | 375,118 | — | ||||||||||
Cash and cash equivalents at end of year | $ | 80,783 | $ | 236,579 | $ | 375,118 | |||||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3. |
1. | BUSINESS AND BASIS OF PRESENTATION |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3. | ACQUISITIONS |
Valero Energy Partners LP (Previously Reported) | Corpus Christi Terminal Services Business | Valero Energy Partners LP (Currently Reported) | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 236,579 | $ | — | $ | 236,579 | ||||||
Receivables from related party | 8,499 | — | 8,499 | |||||||||
Prepaid expenses and other | 727 | — | 727 | |||||||||
Total current assets | 245,805 | — | 245,805 | |||||||||
Property and equipment, at cost | 819,104 | 140,555 | 959,659 | |||||||||
Accumulated depreciation | (174,530 | ) | (56,366 | ) | (230,896 | ) | ||||||
Property and equipment, net | 644,574 | 84,189 | 728,763 | |||||||||
Deferred charges and other assets, net | 1,385 | — | 1,385 | |||||||||
Total assets | $ | 891,764 | $ | 84,189 | $ | 975,953 | ||||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||
Current liabilities: | ||||||||||||
Current portion of debt and capital lease obligations | $ | 1,200 | $ | — | $ | 1,200 | ||||||
Accounts payable | 4,297 | — | 4,297 | |||||||||
Accrued liabilities | 1,054 | — | 1,054 | |||||||||
Taxes other than income taxes | 765 | — | 765 | |||||||||
Deferred revenue from related party | 124 | — | 124 | |||||||||
Total current liabilities | 7,440 | — | 7,440 | |||||||||
Debt and capital lease obligations, net of current portion | 1,519 | — | 1,519 | |||||||||
Deferred income taxes | 830 | — | 830 | |||||||||
Other long-term liabilities | 1,065 | — | 1,065 | |||||||||
Partners’ capital: | ||||||||||||
Common unitholders – public | 374,954 | — | 374,954 | |||||||||
Common unitholder – Valero | 58,844 | — | 58,844 | |||||||||
Subordinated unitholder – Valero | 146,804 | — | 146,804 | |||||||||
General partner – Valero | 4,617 | — | 4,617 | |||||||||
Net investment | 295,691 | 84,189 | 379,880 | |||||||||
Total partners’ capital | 880,910 | 84,189 | 965,099 | |||||||||
Total liabilities and partners’ capital | $ | 891,764 | $ | 84,189 | $ | 975,953 |
Year Ended December 31, 2014 | ||||||||||||
Valero Energy Partners LP (Previously Reported) | Corpus Christi Terminal Services Business | Valero Energy Partners LP (Currently Reported) | ||||||||||
Operating revenues – related party | $ | 129,180 | $ | — | $ | 129,180 | ||||||
Costs and expenses: | ||||||||||||
Operating expenses | 70,507 | 17,693 | 88,200 | |||||||||
General and administrative expenses | 12,597 | 324 | 12,921 | |||||||||
Depreciation expense | 26,953 | 3,145 | 30,098 | |||||||||
Total costs and expenses | 110,057 | 21,162 | 131,219 | |||||||||
Operating income (loss) | 19,123 | (21,162 | ) | (2,039 | ) | |||||||
Other income, net | 1,504 | — | 1,504 | |||||||||
Interest and debt expense, net of capitalized interest | (872 | ) | — | (872 | ) | |||||||
Income (loss) before income taxes | 19,755 | (21,162 | ) | (1,407 | ) | |||||||
Income tax expense | 548 | — | 548 | |||||||||
Net income (loss) | 19,207 | (21,162 | ) | (1,955 | ) | |||||||
Less: Net loss attributable to Predecessor | (40,074 | ) | (21,162 | ) | (61,236 | ) | ||||||
Net income attributable to partners | $ | 59,281 | $ | — | $ | 59,281 |
Year Ended December 31, 2013 | ||||||||||||
Valero Energy Partners LP (Previously Reported) | Corpus Christi Terminal Services Business | Valero Energy Partners LP (Currently Reported) | ||||||||||
Operating revenues – related party | $ | 124,985 | $ | — | $ | 124,985 | ||||||
Costs and expenses: | ||||||||||||
Operating expenses | 68,529 | 16,199 | 84,728 | |||||||||
General and administrative expenses | 7,456 | 322 | 7,778 | |||||||||
Depreciation expense | 25,162 | 3,005 | 28,167 | |||||||||
Total costs and expenses | 101,147 | 19,526 | 120,673 | |||||||||
Operating income (loss) | 23,838 | (19,526 | ) | 4,312 | ||||||||
Other income, net | 309 | — | 309 | |||||||||
Interest and debt expense, net of capitalized interest | (198 | ) | — | (198 | ) | |||||||
Income (loss) before income taxes | 23,949 | (19,526 | ) | 4,423 | ||||||||
Income tax expense | 1,434 | — | 1,434 | |||||||||
Net income (loss) | 22,515 | (19,526 | ) | 2,989 | ||||||||
Less: Net income (loss) attributable to Predecessor | 20,474 | (19,526 | ) | 948 | ||||||||
Net income attributable to partners | $ | 2,041 | $ | — | $ | 2,041 |
Year Ended December 31, 2014 | ||||||||||||
Valero Energy Partners LP (Previously Reported) | Corpus Christi Terminal Services Business | Valero Energy Partners LP (Currently Reported) | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 19,207 | $ | (21,162 | ) | $ | (1,955 | ) | ||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
Depreciation expense | 26,953 | 3,145 | 30,098 | |||||||||
Deferred income tax expense | 43 | — | 43 | |||||||||
Changes in current assets and current liabilities | (1,318 | ) | — | (1,318 | ) | |||||||
Changes in deferred charges and credits and other operating activities, net | (34 | ) | — | (34 | ) | |||||||
Net cash provided by (used in) operating activities | 44,851 | (18,017 | ) | 26,834 | ||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (69,928 | ) | (34,024 | ) | (103,952 | ) | ||||||
Acquisition of the Texas Crude Systems Business from Valero Energy Corporation | (80,116 | ) | — | (80,116 | ) | |||||||
Proceeds from dispositions of property and equipment | 54 | — | 54 | |||||||||
Net cash used in investing activities | (149,990 | ) | (34,024 | ) | (184,014 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Repayments of debt and capital lease obligations | (1,048 | ) | — | (1,048 | ) | |||||||
Payment of debt issuance costs | (1,071 | ) | — | (1,071 | ) | |||||||
Payment of offering costs | (3,223 | ) | — | (3,223 | ) | |||||||
Excess purchase price paid to Valero Energy Corporation over the carrying value of the Texas Crude Systems Business | (73,884 | ) | — | (73,884 | ) | |||||||
Cash distributions to unitholders and distribution equivalent right payments | (41,837 | ) | — | (41,837 | ) | |||||||
Net transfers from Valero Energy Corporation | 87,663 | 52,041 | 139,704 | |||||||||
Net cash provided by (used in) financing activities | (33,400 | ) | 52,041 | 18,641 | ||||||||
Net decrease in cash and cash equivalents | (138,539 | ) | — | (138,539 | ) | |||||||
Cash and cash equivalents at beginning of year | 375,118 | — | 375,118 | |||||||||
Cash and cash equivalents at end of year | $ | 236,579 | $ | — | $ | 236,579 |
Year Ended December 31, 2013 | ||||||||||||
Valero Energy Partners LP (Previously Reported) | Corpus Christi Terminal Services Business | Valero Energy Partners LP (Currently Reported) | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 22,515 | $ | (19,526 | ) | $ | 2,989 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
Depreciation expense | 25,162 | 3,005 | 28,167 | |||||||||
Deferred income tax expense | 941 | — | 941 | |||||||||
Changes in current assets and current liabilities | (2,947 | ) | — | (2,947 | ) | |||||||
Changes in deferred charges and credits and other operating activities, net | (421 | ) | — | (421 | ) | |||||||
Net cash provided by (used in) operating activities | 45,250 | (16,521 | ) | 28,729 | ||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (109,812 | ) | (10,685 | ) | (120,497 | ) | ||||||
Proceeds from dispositions of property and equipment | 8 | — | 8 | |||||||||
Net cash used in investing activities | (109,804 | ) | (10,685 | ) | (120,489 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Repayments of debt and capital lease obligations | (1,059 | ) | — | (1,059 | ) | |||||||
Prefunding of capital projects by Valero | 3,500 | — | 3,500 | |||||||||
Proceeds from issuance of common units, net of discount | 372,449 | — | 372,449 | |||||||||
Payment of debt issuance costs | (572 | ) | — | (572 | ) | |||||||
Net transfers from Valero Energy Corporation | 65,354 | 27,206 | 92,560 | |||||||||
Net cash provided by financing activities | 439,672 | 27,206 | 466,878 | |||||||||
Net increase in cash and cash equivalents | 375,118 | — | 375,118 | |||||||||
Cash and cash equivalents at beginning of year | — | — | — | |||||||||
Cash and cash equivalents at end of year | $ | 375,118 | $ | — | $ | 375,118 |
4. | RELATED-PARTY AGREEMENTS AND TRANSACTIONS |
• | our payment of an annual administrative fee (payable in equal monthly installments) for the management of our operations and general corporate services by Valero. The fee was increased from $9.2 million in 2014 to $10.4 million in connection with the acquisition of the Houston and St. Charles Terminal Services Business in March 2015. The fee was increased again in October 2015 to $11.2 million per year in connection with the acquisition of the Corpus Christi Terminal Services Business. Each increase in 2015 was prorated based on the number of days from the effective dates of each acquisition to December 31, 2015; |
• | our obligation to reimburse Valero for certain direct or allocated costs and expenses incurred by Valero on our behalf; |
• | our right of first offer to acquire certain of Valero’s transportation and logistics assets through December 2018; |
• | Valero’s obligation to indemnify us for certain environmental and other liabilities and our obligation to indemnify Valero for certain environmental and other liabilities related to our assets to the extent Valero is not required to indemnify us; |
• | Valero’s right of first refusal to acquire certain of our assets; |
• | the granting of a license from Valero to us with respect to use of certain Valero trademarks and tradenames; and |
• | the prefunding of $3.5 million in 2013 by Valero for certain capital projects. |
December 31, | ||||||||
2015 | 2014 | |||||||
Trade receivables – related party | $ | 26,103 | $ | 10,515 | ||||
Due to related party | (8,015 | ) | (2,016 | ) | ||||
Receivables from related party | $ | 18,088 | $ | 8,499 |
Year Ended December 31, | |||||||||||||
2015 | 2014 (a) | 2013 (a) | |||||||||||
Net transfers from Valero per statements of partners’ capital | $ | 40,301 | $ | 145,354 | $ | 92,285 | |||||||
Less: Noncash transfers from (to) Valero | (6,789 | ) | 5,650 | (275 | ) | ||||||||
Net transfers from Valero per statements of cash flows | $ | 47,090 | $ | 139,704 | $ | 92,560 | |||||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business. |
Year Ended December 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Minimum rental revenues | $ | 128,468 | $ | 16,806 | $ | 206 | |||||||
Contingent rental revenues | 22,949 | 5,520 | 18,318 | ||||||||||
Total lease revenues | $ | 151,417 | $ | 22,326 | $ | 18,524 |
2016 | $ | 194,078 | |
2017 | 193,550 | ||
2018 | 193,550 | ||
2019 | 193,550 | ||
2020 | 194,078 | ||
Thereafter | 821,539 | ||
Total minimum rental payments | $ | 1,790,345 |
5. | PROPERTY AND EQUIPMENT |
December 31, 2015 | |||||||||||||
Non-Leased Assets | Assets Under Operating Leases (a) | Total | |||||||||||
Pipelines and related assets | $ | 228,586 | $ | 46,739 | $ | 275,325 | |||||||
Terminals and related assets | 110,758 | 580,194 | 690,952 | ||||||||||
Other | 9,352 | — | 9,352 | ||||||||||
Land | 4,672 | — | 4,672 | ||||||||||
Construction-in-progress | 30,580 | — | 30,580 | ||||||||||
Property and equipment, at cost | 383,948 | 626,933 | 1,010,881 | ||||||||||
Accumulated depreciation | (118,580 | ) | (145,019 | ) | (263,599 | ) | |||||||
Property and equipment, net | $ | 265,368 | $ | 481,914 | $ | 747,282 |
December 31, 2014 (b) | ||||||||||||||
Non-Leased Assets | Assets Under Operating Leases (a) | Total | ||||||||||||
Pipelines and related assets | $ | 227,780 | $ | 45,695 | $ | 273,475 | ||||||||
Terminals and related assets | 535,464 | 72,326 | 607,790 | |||||||||||
Other | 9,439 | — | 9,439 | |||||||||||
Land | 4,672 | — | 4,672 | |||||||||||
Construction-in-progress | 64,283 | — | 64,283 | |||||||||||
Property and equipment, at cost | 841,638 | 118,021 | 959,659 | |||||||||||
Accumulated depreciation | (211,877 | ) | (19,019 | ) | (230,896 | ) | ||||||||
Property and equipment, net | $ | 629,761 | $ | 99,002 | $ | 728,763 | ||||||||
(a) Represents assets owned by us for which we are the lessor (see Note 4). Certain assets acquired in the acquisitions of the Houston and St. Charles Terminal Services Business and the Corpus Christi Terminal Services Business were reflected as assets under operating leases subsequent to the acquisitions on March 1, 2015 and October 1, 2015, respectively. | ||||||||||||||
(b) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business. |
6. | ASSET RETIREMENT OBLIGATIONS |
December 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Balance as of beginning of year | $ | 975 | $ | 931 | $ | 889 | |||||||
Accretion expense | 46 | 44 | 42 | ||||||||||
Balance as of end of year | $ | 1,021 | $ | 975 | $ | 931 |
7. | DEBT AND CAPITAL LEASE OBLIGATIONS |
2016 | $ | 963 | |
Less interest expense | (50 | ) | |
Unamortized fair value adjustment | 246 | ||
Capital lease obligations | $ | 1,159 |
8. | COMMITMENTS AND CONTINGENCIES |
2016 | $ | 8,229 | |
2017 | 8,229 | ||
2018 | 8,186 | ||
2019 | 8,186 | ||
2020 | 8,186 | ||
Thereafter | 35,588 | ||
Total minimum rental payments | $ | 76,604 |
9. | CASH DISTRIBUTIONS |
Quarterly Period Ended | Total Quarterly Distribution (Per Unit) | Total Cash Distribution (In Thousands) | Declaration Date | Record Date | Distribution Date | ||||||||||
December 31, 2015 | $ | 0.3200 | $ | 22,711 | January 25, 2016 | February 4, 2016 | February 11, 2016 | ||||||||
September 30, 2015 | 0.3075 | 20,164 | October 15, 2015 | November 2, 2015 | November 10, 2015 | ||||||||||
June 30, 2015 | 0.2925 | 18,456 | July 24, 2015 | August 3, 2015 | August 11, 2015 | ||||||||||
March 31, 2015 | 0.2775 | 17,266 | April 21, 2015 | May 1, 2015 | May 12, 2015 | ||||||||||
December 31, 2014 | 0.2660 | 15,829 | January 26, 2015 | February 5, 2015 | February 12, 2015 | ||||||||||
September 30, 2014 | 0.2400 | 14,102 | October 14, 2014 | October 31, 2014 | November 12, 2014 | ||||||||||
June 30, 2014 | 0.2225 | 13,074 | July 15, 2014 | August 1, 2014 | August 13, 2014 | ||||||||||
March 31, 2014 | 0.2125 | 12,487 | April 17, 2014 | May 1, 2014 | May 14, 2014 | ||||||||||
December 31, 2013 | 0.0370 | 2,174 | January 20, 2014 | January 31, 2014 | February 12, 2014 |
Year Ended December 31, | December 16, 2013 through December 31, 2013 | ||||||||||||
2015 | 2014 | ||||||||||||
General partner’s distributions: | |||||||||||||
General partner’s distributions | $ | 1,572 | $ | 1,110 | $ | 44 | |||||||
General partner’s incentive distribution rights (IDRs) | 3,431 | 194 | — | ||||||||||
Total general partner’s distributions | 5,003 | 1,304 | 44 | ||||||||||
Limited partners’ distributions: | |||||||||||||
Common – public | 22,016 | 16,232 | 638 | ||||||||||
Common – Valero | 17,090 | 10,859 | 427 | ||||||||||
Subordinated – Valero | 34,476 | 27,091 | 1,065 | ||||||||||
Total limited partners’ distributions | 73,582 | 54,182 | 2,130 | ||||||||||
DERs | 12 | 6 | — | ||||||||||
Total cash distributions, including DERs | $ | 78,597 | $ | 55,492 | $ | 2,174 |
10. | NET INCOME PER LIMITED PARTNER UNIT |
Year Ended December 31, 2015 | ||||||||||||||||||||
Limited Partners | ||||||||||||||||||||
General Partner | Common Units | Subordinated Units | Restricted Units | Total | ||||||||||||||||
Allocation of net income to determine net income available to limited partners: | ||||||||||||||||||||
Distributions, excluding general partner’s IDRs | $ | 1,572 | $ | 39,106 | $ | 34,476 | $ | — | $ | 75,154 | ||||||||||
General partner’s IDRs | 3,431 | — | — | — | 3,431 | |||||||||||||||
DERs | — | — | — | 12 | 12 | |||||||||||||||
Distributions and DERs declared | 5,003 | 39,106 | 34,476 | 12 | 78,597 | |||||||||||||||
Undistributed earnings | 1,066 | 27,162 | 25,045 | 8 | 53,281 | |||||||||||||||
Net income available to limited partners – basic and diluted | $ | 6,069 | $ | 66,268 | $ | 59,521 | $ | 20 | $ | 131,878 | ||||||||||
Net income per limited partner unit – basic and diluted: | ||||||||||||||||||||
Weighted-average units outstanding | 31,222 | 28,790 | ||||||||||||||||||
Net income per limited partner unit – basic and diluted | $ | 2.12 | $ | 2.07 |
Year Ended December 31, 2014 | ||||||||||||||||||||
Limited Partners | ||||||||||||||||||||
General Partner | Common Units | Subordinated Units | Restricted Units | Total | ||||||||||||||||
Allocation of net income to determine net income available to limited partners: | ||||||||||||||||||||
Distributions, excluding general partner’s IDRs | $ | 1,110 | $ | 27,091 | $ | 27,091 | $ | — | $ | 55,292 | ||||||||||
General partner’s IDRs | 194 | — | — | — | 194 | |||||||||||||||
DERs | — | — | — | 6 | 6 | |||||||||||||||
Distributions and DERs declared | 1,304 | 27,091 | 27,091 | 6 | 55,492 | |||||||||||||||
Undistributed earnings | 75 | 1,857 | 1,857 | — | 3,789 | |||||||||||||||
Net income available to limited partners – basic | $ | 1,379 | 28,948 | 28,948 | $ | 6 | $ | 59,281 | ||||||||||||
Add: DERs | 6 | — | ||||||||||||||||||
Net income available to limited partners – diluted | $ | 28,954 | $ | 28,948 | ||||||||||||||||
Net income per limited partner unit – basic: | ||||||||||||||||||||
Weighted-average units outstanding | 28,790 | 28,790 | ||||||||||||||||||
Net income per limited partner unit – basic | $ | 1.01 | $ | 1.01 | ||||||||||||||||
Net income per limited partner unit – diluted: | ||||||||||||||||||||
Weighted-average units outstanding | 28,790 | 28,790 | ||||||||||||||||||
Common equivalent units for restricted units | 1 | — | ||||||||||||||||||
Weighted-average units outstanding – diluted | 28,791 | 28,790 | ||||||||||||||||||
Net income per limited partner unit – diluted | $ | 1.01 | $ | 1.01 |
December 16, 2013 through December 31, 2013 | ||||||||||||||||
Limited Partners | ||||||||||||||||
General Partner | Common Units | Subordinated Units | Total | |||||||||||||
Allocation of net income to determine net income available to limited partners: | ||||||||||||||||
Distributions | $ | 44 | $ | 1,065 | $ | 1,065 | $ | 2,174 | ||||||||
Excess distributions over earnings | (3 | ) | (65 | ) | (65 | ) | (133 | ) | ||||||||
Net income available to limited partners – basic and diluted | $ | 41 | $ | 1,000 | $ | 1,000 | $ | 2,041 | ||||||||
Net income per limited partner unit – basic and diluted: | ||||||||||||||||
Weighted-average units outstanding | 28,790 | 28,790 | ||||||||||||||
Net income per limited partner unit – basic and diluted | $ | 0.03 | $ | 0.03 |
11. | UNIT ACTIVITY |
Common | General Partner | |||||||||||||||
Public | Valero | Subordinated | Total | |||||||||||||
Balance as of December 31, 2012 | — | — | — | — | — | |||||||||||
Units issued to Valero Energy Corporation in connection with Contributed Assets | — | 11,539,989 | 28,789,989 | 1,175,102 | 41,505,080 | |||||||||||
Units issued in initial public offering (a) | 17,250,000 | — | — | — | 17,250,000 | |||||||||||
Balance as of December 31, 2013 | 17,250,000 | 11,539,989 | 28,789,989 | 1,175,102 | 58,755,080 | |||||||||||
Unit-based compensation | 5,208 | — | — | — | 5,208 | |||||||||||
Balance as of December 31, 2014 | 17,255,208 | 11,539,989 | 28,789,989 | 1,175,102 | 58,760,288 | |||||||||||
Unit-based compensation | 4,443 | — | — | — | 4,443 | |||||||||||
Units issued in connection with the Acquisitions (see Note 3) | — | 3,478,613 | — | 70,992 | 3,549,605 | |||||||||||
Units issued in public offering (b) | 4,250,000 | — | — | — | 4,250,000 | |||||||||||
General partner units issued to maintain 2% interest (c) | — | — | — | 86,735 | 86,735 | |||||||||||
Balance as of December 31, 2015 | 21,509,651 | 15,018,602 | 28,789,989 | 1,332,829 | 66,651,071 |
12. | UNIT-BASED COMPENSATION |
Number of Units | Weighted- Average Grant-Date Fair Value Per Unit | |||||
Nonvested units as of January 1, 2015 | 5,208 | $ | 34.575 | |||
Granted | 4,443 | 40.535 | ||||
Nonvested units as of December 31, 2015 | 9,651 | 37.319 |
13. | INCOME TAXES |
Year Ended December 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Current U.S. state | $ | 479 | $ | 505 | $ | 493 | |||||||
Deferred U.S. state | (228 | ) | 43 | 941 | |||||||||
Income tax expense | $ | 251 | $ | 548 | $ | 1,434 |
14. | EMPLOYEE BENEFIT PLANS |
Year Ended December 31, | |||||||||||||
2015 | 2014 (a) | 2013 (a) | |||||||||||
Pension and postretirement costs | $ | 15 | $ | 96 | $ | 993 | |||||||
Defined contribution plan costs | 13 | 84 | 368 | ||||||||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business. |
15. | SUPPLEMENTAL CASH FLOW INFORMATION |
Year Ended December 31, | ||||||||||||
2015 | 2014 | 2013 | ||||||||||
Decrease (increase) in current assets: | ||||||||||||
Receivables from related party | $ | (9,589 | ) | $ | 2,945 | $ | (6,318 | ) | ||||
Prepaid expenses and other | 95 | (451 | ) | (9 | ) | |||||||
Increase (decrease) in current liabilities: | ||||||||||||
Accounts payable | (631 | ) | (4,778 | ) | 2,403 | |||||||
Accrued liabilities | 636 | 896 | 158 | |||||||||
Taxes other than income taxes | 511 | 31 | 734 | |||||||||
Deferred revenue from related party | 5 | 39 | 85 | |||||||||
Changes in current assets and current liabilities | $ | (8,973 | ) | $ | (1,318 | ) | $ | (2,947 | ) |
• | amounts accrued for capital expenditures are reflected in investing activities when such amounts are paid, and |
• | amounts accrued for offering costs and debt issuance costs are reflected in financing activities when paid. |
Year Ended December 31, | |||||||||||||
2015 | 2014 (a) | 2013 (a) | |||||||||||
Receivables from related party: | |||||||||||||
Debt issuance costs owed to related party | $ | — | $ | — | $ | 1,071 | |||||||
Offering costs owed to related party | — | — | 3,223 | ||||||||||
Amounts due from related party | — | — | (5,126 | ) | |||||||||
Transfer (from) to Valero for: | |||||||||||||
Indemnification of environmental costs | — | — | (85 | ) | |||||||||
Deferred income taxes | (282 | ) | (154 | ) | — | ||||||||
Property and equipment, net | — | — | 764 | ||||||||||
Change in accrued capital expenditures | 7,071 | (5,496 | ) | (404 | ) | ||||||||
Capital expenditures included in accounts payable | (5,496 | ) | (786 | ) | (761 | ) | |||||||
Reduction to property and equipment, net due to capital lease obligation modification | — | — | 913 | ||||||||||
Noncash capital contributions from Valero Energy Corporation | 27,748 | — | — | ||||||||||
Units issued to Valero Energy Corporation in connection with acquisitions | 170,000 | — | — | ||||||||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business. |
Year Ended December 31, | |||||||||||||
2015 | 2014 | 2013 | |||||||||||
Interest paid | $ | 5,367 | $ | 899 | $ | 602 | |||||||
Income taxes paid | 441 | 74 | 493 |
16. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
17. | QUARTERLY FINANCIAL DATA (UNAUDITED) |
2015 Quarter Ended | ||||||||||||||||
March 31 (a) | June 30 (a) | September 30 (a) | December 31 | |||||||||||||
Operating revenues – related party | $ | 41,886 | $ | 60,245 | $ | 62,037 | $ | 79,456 | ||||||||
Operating income | 7,300 | 27,712 | 25,299 | 47,671 | ||||||||||||
Net income | 6,936 | 26,378 | 23,860 | 44,667 | ||||||||||||
Net income attributable to partners | 22,121 | 33,662 | 31,428 | 44,667 | ||||||||||||
Limited partners’ interest in net income | 21,269 | 32,305 | 29,816 | 42,419 | ||||||||||||
Net income per limited partner unit – | ||||||||||||||||
basic and diluted: | ||||||||||||||||
Common units | 0.37 | 0.54 | 0.51 | 0.69 | ||||||||||||
Subordinated units | 0.36 | 0.54 | 0.49 | 0.66 |
2014 Quarter Ended (a) | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Operating revenues – related party | $ | 29,489 | $ | 31,843 | $ | 33,666 | $ | 34,182 | |||||||||
Operating income (loss) | (717 | ) | 921 | 532 | (2,775 | ) | |||||||||||
Net income (loss) | (436 | ) | 1,043 | 345 | (2,907 | ) | |||||||||||
Net income attributable to partners | 10,482 | 12,200 | 17,543 | 19,056 | |||||||||||||
Limited partners’ interest in net income | 10,272 | 11,956 | 17,192 | 18,482 | |||||||||||||
Net income per limited partner unit – | |||||||||||||||||
basic and diluted: | |||||||||||||||||
Common units | 0.18 | 0.21 | 0.30 | 0.32 | |||||||||||||
Subordinated units | 0.18 | 0.21 | 0.30 | 0.32 | |||||||||||||
(a) Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business. |
Previously Reported | Corpus Christi Terminal Services Business | Currently Reported | ||||||||||
Quarter ended March 31, 2015: | ||||||||||||
Operating income (loss) | $ | 12,969 | $ | (5,669 | ) | $ | 7,300 | |||||
Net income (loss) | 12,605 | (5,669 | ) | 6,936 |
Quarter ended June 30, 2015: | |||||||||
Operating income (loss) | 34,996 | (7,284 | ) | 27,712 | |||||
Net income (loss) | 33,662 | (7,284 | ) | 26,378 |
Quarter ended September 30, 2015: | |||||||||
Operating income (loss) | 32,867 | (7,568 | ) | 25,299 | |||||
Net income (loss) | 31,428 | (7,568 | ) | 23,860 |
Quarter ended March 31, 2014: | |||||||||
Operating income (loss) | 4,239 | (4,956 | ) | (717 | ) | ||||
Net income (loss) | 4,520 | (4,956 | ) | (436 | ) |
Quarter ended June 30, 2014: | |||||||||
Operating income (loss) | 6,035 | (5,114 | ) | 921 | |||||
Net income (loss) | 6,157 | (5,114 | ) | 1,043 |
Quarter ended September 30, 2014: | |||||||||
Operating income (loss) | 5,845 | (5,313 | ) | 532 | |||||
Net income (loss) | 5,658 | (5,313 | ) | 345 |
Quarter ended December 31, 2014: | |||||||||
Operating income (loss) | 3,004 | (5,779 | ) | (2,775 | ) | ||||
Net income (loss) | 2,872 | (5,779 | ) | (2,907 | ) |
Name | Age * | Position with Valero Energy Partners GP LLC | ||
Joseph W. Gorder | 58 | Chairman of the Board and Chief Executive Officer | ||
Richard F. Lashway | 52 | Director, President and Chief Operating Officer | ||
Donna M. Titzman | 52 | Director, Senior Vice President, Chief Financial Officer and Treasurer | ||
Jay D. Browning | 57 | Executive Vice President and General Counsel | ||
Robert S. Beadle | 66 | Director | ||
Timothy J. Fretthold | 66 | Director | ||
Randall J. Larson | 58 | Director | ||
R. Lane Riggs | 50 | Director |
• | Governance Guidelines, |
• | Code of Business Conduct and Ethics, |
• | Code of Ethics for Senior Financial Officers, and |
• | Audit Committee charter. |
• | Joseph W. Gorder, Chief Executive Officer, |
• | Richard F. Lashway, President and Chief Operating Officer, |
• | Jay D. Browning, Executive Vice President and General Counsel, and |
• | Donna M. Titzman, Senior Vice President, Chief Financial Officer and Treasurer. |
Fees Earned or Paid in Cash | Unit Awards (1) | Other Income (3) | Total | |||||||||||||
Robert S. Beadle | $ | 71,250 | $ | 60,032 | $ | — | $ | 131,282 | ||||||||
Timothy J. Fretthold | 71,250 | 60,032 | 11,769 | 143,051 | ||||||||||||
Joseph W. Gorder | — | — | — | (2 | ) | |||||||||||
Randall J. Larson | 71,250 | 60,032 | — | 131,282 | ||||||||||||
Richard F. Lashway | — | — | — | (2 | ) | |||||||||||
R. Lane Riggs | — | — | — | (2 | ) | |||||||||||
Donna M. Titzman | — | — | — | (2 | ) |
(1) | The amounts shown represent the grant date fair value of awards granted in 2015, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation–Stock Compensation (FASB ASC Topic 718). In 2015, each of our independent directors who was serving on the Board on January 8, 2015, received a grant of 1,481 restricted common units. The following table presents the number of unvested restricted common units held by each independent director as of December 31, 2015. |
Name | Unvested Restricted Units | ||
Robert S. Beadle | 3,217 | ||
Timothy J. Fretthold | 3,217 | ||
Randall J. Larson | 3,217 |
(2) | Mr. Gorder, Mr. Lashway, Mr. Riggs, and Ms. Titzman do not receive any compensation as directors of our general partner, and did not receive any compensation as directors of our general partner in 2015. |
(3) | The amount presented for Mr. Fretthold represents Valero’s payment in 2015 to Mr. Fretthold under a severance agreement for prior service with a predecessor of Valero. This arrangement is described in Item 13., “Certain Relationships and Related Transactions, and Director Independence—Supplemental Death Benefit Agreements and Severance Agreement.” |
Joseph W. Gorder | Richard F. Lashway | |
Robert S. Beadle | R. Lane Riggs | |
Timothy J. Fretthold | Donna M. Titzman | |
Randall J. Larson |
* | We do not have a Compensation Committee. Accordingly, the Compensation Committee Report required by Item 407(e)(5) of Regulation S-K is given by the board of directors of our general partner. |
Name of Beneficial Owner (1) | Common Units | Subordinated Units | General Partner Units | Total Partnership Interests | |||||||||||||||||
Number | Percent | Number | Percent | Number | Percent | Percent | |||||||||||||||
Valero Energy Corporation (2) | 15,018,602 | 41.11 | % | 28,789,989 | 100.00 | % | 1,332,829 | 100.00 | % | 67.72 | % | ||||||||||
Tortoise Capital Advisors, L.L.C. (3) | 4,413,762 | 12.08 | % | — | — | — | — | 6.62 | % | ||||||||||||
Goldman Sachs Asset Management (4) | 3,789,733 | 10.37 | % | — | — | — | — | 5.69 | % | ||||||||||||
Directors & Named Executive Officers | |||||||||||||||||||||
Robert S. Beadle | 15,203 | * | — | — | — | — | * | ||||||||||||||
Jay D. Browning | 5,500 | * | — | — | — | — | * | ||||||||||||||
Timothy J. Fretthold | 15,203 | * | — | — | — | — | * | ||||||||||||||
Joseph W. Gorder | 50,000 | * | — | — | — | — | * | ||||||||||||||
Randall J. Larson | 20,203 | * | — | — | — | — | * | ||||||||||||||
Richard F. Lashway | 10,000 | * | — | — | — | — | * | ||||||||||||||
R. Lane Riggs | 5,500 | * | — | — | — | — | * | ||||||||||||||
Donna M. Titzman | 11,000 | * | — | — | — | — | * | ||||||||||||||
Directors and executive officers as a group (8 persons) | 132,609 | * | — | — | — | — | * |
* | Less than 1 percent. |
(1) | The address for the beneficial owners listed in this table is One Valero Way, San Antonio, Texas 78249. |
(2) | Valero Energy Corporation directly or indirectly owns the following entities, which own the units listed below. Valero Energy Corporation may be deemed to beneficially own the units and interests held by each of the entities. |
Name of Entity | Common Units | Subordinated Units | General Partner Units | ||||||
Valero Energy Partners GP LLC | — | — | 1,332,829 | ||||||
Valero Terminaling and Distribution Company | 15,018,602 | 28,789,989 | — | ||||||
Total Valero subsidiaries | 15,018,602 | 28,789,989 | 1,332,829 |
(3) | Tortoise Capital Advisors, L.L.C., 11550 Ash Street, Suite 300, Leawood, Kansas 66211, filed an amended Schedule 13G with the SEC on February 10, 2016, reporting that it or certain of its affiliates beneficially owned in the aggregate 4,413,762 Common Units, that it had sole voting and sole dispositive power over 55,147 of our Common Units, shared voting power over 3,982,016 of our Common Units, and shared dispositive power over 4,358,615 of our Common Units. |
(4) | Goldman Sachs Asset Management, 200 West Street, New York, NY 10282, filed an amended Schedule 13G with the SEC on February 5, 2016, reporting that it or certain of its affiliates beneficially owned in the aggregate 3,789,733 Common Units, and that it had shared voting and dispositive power over 3,789,733 of our Common Units. |
Name of Beneficial Owner (1) | Shares Held (2) | Shares Under Options (3) | Total Shares of Valero Common Stock | Percent of Class | |||||||
Robert S. Beadle | — | — | — | * | |||||||
Jay D. Browning | 184,451 | 27,345 | 211,796 | * | |||||||
Timothy J. Fretthold | — | — | — | * | |||||||
Joseph W. Gorder | 359,129 | 208,993 | 568,122 | * | |||||||
Randall J. Larson | — | — | — | * | |||||||
Richard F. Lashway | 33,007 | 1,166 | 34,173 | * | |||||||
R. Lane Riggs | 111,147 | 35,205 | 146,352 | * | |||||||
Donna M. Titzman | 180,383 | 69,003 | 249,386 | * | |||||||
All directors and executive officers as a group (8 persons) | 868,117 | 341,712 | 1,209,829 | * |
* | Less than 1 percent. |
(1) | The address for all beneficial owners in this table is One Valero Way, San Antonio, Texas 78249. |
(2) | Includes shares allocated under Valero’s thrift plan and shares of restricted stock (and for Mr. Browning, shares owned by his spouse). |
(3) | Represents shares of Valero’s common stock that may be acquired under stock options. Stock options that may be exercised only in the event of a change of control of Valero Energy Corporation are excluded. |
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | ||||
Equity compensation plans approved by security holders: | |||||||
Valero Energy Partners LP 2013 Incentive Compensation Plan | 9,651 | n/a | 2,990,349 |
Category | 2015 | 2014 | ||||||
Audit fees (1) | $ | 1,325 | $ | 840 | ||||
Audit-related fees | — | — | ||||||
Tax fees | — | — | ||||||
All other fees | — | — | ||||||
Total | $ | 1,325 | $ | 840 |
(1) | Represents fees for professional services rendered for the audit of the annual financial statements included in our annual reports on Form 10-K, review of our interim financial statements included in our quarterly reports on Form 10-Q, the audit of the effectiveness of our internal control over financial reporting, audits of acquired businesses, and services that are normally provided by the principal auditor (e.g., comfort letters, statutory audits, attest services, consents, and assistance with and review of documents filed with the SEC). |
Page | |
Management’s report on internal control over financial reporting | |
Report of independent registered public accounting firm | |
Consolidated balance sheets as of December 31, 2015 and 2014 | |
Consolidated statements of income for the years ended December 31, 2015, 2014, and 2013 | |
Consolidated statements of partners’ capital for the years ended December 31, 2015, 2014, and 2013 | |
Consolidated statements of cash flows for the years ended December 31, 2015, 2014, and 2013 | |
Notes to consolidated financial statements |
3.01 | -- | Certificate of Limited Partnership of Valero Energy Partners LP–incorporated by reference to Exhibit 3.1 to the Partnership’s Registration Statement on Form S-1 filed September 19, 2013 (SEC File No. 333-191259). | |
3.02 | -- | First Amended and Restated Agreement of Limited Partnership of Valero Energy Partners LP dated December 16, 2013–incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No.1-36232). | |
3.03 | -- | Certificate of Formation of Valero Energy Partners GP LLC–incorporated by reference to Exhibit 3.3 to the Partnership’s Registration Statement on Form S-1 filed September 19, 2013 (SEC File No. 333-191259). | |
3.04 | -- | First Amended and Restated Limited Liability Company Agreement of Valero Energy Partners GP LLC dated December 16, 2013–incorporated by reference to Exhibit 3.2 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232). | |
10.01 | -- | Amended and Restated Omnibus Agreement dated July 1, 2014, by and among Valero Energy Corporation, Valero Marketing and Supply Company, Valero Terminaling and Distribution Company, The Premcor Refining Group Inc., The Premcor Pipeline Co., Valero Energy Partners LP, Valero Energy Partners GP LLC, Valero Partners Operating Co. LLC, Valero Partners EP, LLC, Valero Partners Lucas, LLC, Valero Partners Memphis, LLC, Valero Partners North Texas, LLC, Valero Partners South Texas, LLC, and Valero Partners Wynnewood, LLC–incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K dated July 1, 2014, and filed July 1, 2014 (SEC File No. 1-36232). | |
10.02 | -- | Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement, dated October 1, 2015, by and among Valero Energy Corporation, Valero Marketing and Supply Company, Valero Partners Memphis, LLC, Valero Terminaling and Distribution Company, The Premcor Refining Group Inc., The Premcor Pipeline Co., Valero Energy Partners LP, Valero Energy Partners GP LLC, Valero Partners Operating Co. LLC, Valero Partners EP, LLC, Valero Partners Lucas, LLC, Valero Partners North Texas, LLC, Valero Partners South Texas, LLC, Valero Partners Wynnewood, LLC, Valero Partners Houston, LLC, Valero Partners Louisiana, LLC, Valero Partners CCTS, LLC, Valero Partners Corpus East, LLC and Valero Partners Corpus West, LLC–incorporated by reference to Exhibit 10.03 to the Partnership’s Current Report on Form 8-K dated and filed October 1, 2015 (SEC File No. 1-36232). | |
10.03 | -- | Amended and Restated Services and Secondment Agreement, dated March 1, 2015, by and among Valero Services, Inc., Valero Refining Company-Tennessee, L.L.C., Valero Refining-Texas, L.P., and Valero Energy Partners GP LLC–incorporated by reference to Exhibit 10.04 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232). | |
10.04 | -- | Amendment and Restatement of Exhibits to Amended and Restated Services and Secondment Agreement, dated October 1, 2015, by and among Valero Services, Inc., Valero Refining Company-Tennessee, L.L.C., Valero Refining-Texas, L.P., and Valero Energy Partners GP LLC–incorporated by reference to Exhibit 10.05 to the Partnership’s Current Report on Form 8-K dated and filed October 1, 2015 (SEC File No. 1-36232). | |
10.05 | -- | Tax Sharing Agreement dated December 16, 2013 by and between Valero Energy Partners LP and Valero Energy Corporation–incorporated by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232). | |
10.06 | -- | Master Transportation Services Agreement dated December 16, 2013 by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company (with Transportation Services Schedules for (i) Collierville Pipeline System, (ii) El Paso Pipeline, (iii) Lucas Pipeline System, (iv) Memphis Airport Pipeline System, (v) PAPS-El Vista Pipeline System, (vi) SFPP Pipeline Connection, and (vii) Shorthorn Pipeline System)–incorporated by reference to Exhibit 10.6 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232). | |
10.07 | -- | Transportation Services Schedule (McKee Crude System), dated July 1, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company–incorporated by reference to Exhibit 10.6 to the Partnership’s Current Report on Form 8-K dated July 1, 2014, and filed July 1, 2014 (SEC File No. 1-36232). | |
10.08 | -- | Amended and Restated Transportation Services Schedule (Three Rivers Crude System), dated October 8, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company–incorporated by reference to Exhibit 10.08 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014 (SEC File No. 1-36232). | |
10.09 | -- | Transportation Services Schedule (Wynnewood Products System), dated July 1, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company–incorporated by reference to Exhibit 10.9 to the Partnership’s Current Report on Form 8-K dated July 1, 2014, and filed July 1, 2014 (SEC File No. 1-36232). | |
10.10 | -- | Master Terminal Services Agreement dated December 16, 2013 by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company (with Terminal Services Schedules for (i) El Paso Terminal, (ii) Lucas Terminal, (iii) Memphis Refinery Truck Rack, (iv) PAPS and El Vista Terminals, and (v) West Memphis Terminal)–incorporated by reference to Exhibit 10.7 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232). | |
10.11 | -- | Terminal Services Schedule (Wynnewood Products System), dated July 1, 2014, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company–incorporated by reference to Exhibit 10.8 to the Partnership’s Current Report on Form 8-K dated July 1, 2014, and filed July 1, 2014 (SEC File No. 1-36232). | |
10.12 | -- | Terminal Services Schedule (Houston Terminal), dated March 1, 2015, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company–incorporated by reference to Exhibit 10.06 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232). | |
10.13 | -- | Terminal Services Schedule (St. Charles Terminal), dated March 1, 2015, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company–incorporated by reference to Exhibit 10.07 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232). | |
10.14 | -- | Terminal Services Schedule (Corpus East and West Terminals), dated October 1, 2015, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company–incorporated by reference to Exhibit 10.07 to the Partnership’s Current Report on Form 8-K dated and filed October 1, 2015 (SEC File No. 1-36232). | |
10.15 | -- | Contribution, Conveyance and Assumption Agreement dated December 16, 2013 by and among Valero Energy Partners LP, Valero Energy Partners GP LLC, Valero Partners Operating Co. LLC, Valero Energy Corporation, Valero Terminaling and Distribution Company, The Premcor Pipeline Co., The Premcor Refining Group Inc. and Valero Refining Company-Tennessee, L.L.C.–incorporated by reference to Exhibit 10.8 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232). | |
10.16 | -- | Purchase and Sale Agreement, dated as of July 1, 2014, between The Shamrock Pipe Line Corporation, Valero Plains Company LLC and Valero Terminaling and Distribution Company, as Sellers, and Valero Partners North Texas, LLC, Valero Partners South Texas, LLC and Valero Partners Operating Co. LLC, as Buyers–incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K dated July 1, 2014, and filed July 1, 2014 (SEC File No. 1-36232). | |
10.17 | -- | Contribution Agreement, dated March 1, 2015, by and among Valero Refining-New Orleans, L.L.C., Valero Terminaling and Distribution Company, and Valero Energy Partners LP–incorporated by reference to Exhibit 10.01 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232). | |
10.18 | -- | Transaction Agreement, dated October 1, 2015, by and among Valero Terminaling and Distribution Company and Valero Energy Partners LP–incorporated by reference to Exhibit 10.01 to the Partnership’s Current Report on Form 8-K dated and filed October 1, 2015 (SEC File No. 1-36232). | |
10.19 | -- | Ground Lease Agreement dated December 16, 2013 by and between Valero Refining Company-Tennessee, L.L.C. and Valero Partners Memphis, LLC–incorporated by reference to Exhibit 10.4 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232). | |
10.20 | -- | Lease and Access Agreement dated as of March 1, between Valero Refining-Texas, L.P. and Valero Partners Houston, LLC–incorporated by reference to Exhibit 10.08 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232). | |
10.21 | -- | Lease and Access Agreement dated as of March 1, 2015, between Valero Refining-New Orleans, L.L.C. and Valero Partners Louisiana, LLC–incorporated by reference to Exhibit 10.09 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232). | |
10.22 | -- | Lease and Access Agreement dated October 1, 2015, between Valero Refining-Texas, L.P. and Valero Partners Corpus East, LLC–incorporated by reference to Exhibit 10.08 to the Partnership’s Current Report on Form 8-K dated and filed October 1, 2015 (SEC File No. 1-36232). | |
10.23 | -- | Lease and Access Agreement dated October 1, 2015, between Valero Refining-Texas, L.P. and Valero Partners Corpus West, LLC–incorporated by reference to Exhibit 10.09 to the Partnership’s Current Report on Form 8-K dated and filed October 1, 2015 (SEC File No. 1-36232). | |
+10.24 | -- | Valero Energy Partners LP 2013 Incentive Compensation Plan–incorporated by reference to Exhibit 10.5 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232). | |
+10.25 | -- | Form of Restricted Unit Award Agreement (for independent directors) (2014 grant) under the Valero Energy Partners LP 2013 Incentive Compensation Plan–incorporated by reference to Exhibit 10.09 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 1-36232). | |
+10.26 | -- | Form of Restricted Unit Award Agreement (for independent directors) (2015 grant) under the Valero Energy Partners LP 2013 Incentive Compensation Plan–incorporated by reference to Exhibit 10.16 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014 (SEC File No. 1-36232). | |
*+10.27 | -- | Form of Restricted Unit Award Agreement (for independent directors) (2016 grant) under the Valero Energy Partners LP 2013 Incentive Compensation Plan. | |
10.28 | -- | Amended and Restated Credit Agreement, dated as of November 12, 2015, among Valero Energy Partners LP as Borrower; JPMorgan Chase Bank, N.A. as Administrative Agent; and the lenders named therein–incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K dated November 12, 2015, and filed November 13, 2015 (SEC File No. 1-36232). | |
*10.29 | -- | Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015, by and between Valero Energy Partners LP and Valero Energy Corporation and the parties named therein (amending and restating that certain $160 million Subordinated Credit Agreement dated March 2, 2015). | |
*10.30 | -- | Amended and Restated Subordinated Credit Agreement, dated as of November 12, 2015, by and between Valero Energy Partners LP and Valero Energy Corporation and the parties named therein (amending and restating that certain $395 million Subordinated Credit Agreement dated October 1, 2015). | |
14.01 | -- | Code of Ethics for Senior Financial Officers–incorporated by reference to Exhibit 14.01 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 1-36232). | |
*21.01 | -- | List of Subsidiaries of Valero Energy Partners LP. | |
*23.01 | -- | Consent of KPMG LLP. | |
*24.01 | -- | Power of Attorney dated February 26, 2016 (on the signature page of this Form 10-K). | |
*31.01 | -- | Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer. | |
*31.02 | -- | Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer. | |
**32.01 | -- | Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002). | |
*99.01 | -- | Audit Committee Pre-Approval Policy. | |
***101 | -- | Interactive Data Files |
* | Filed herewith. |
** | Furnished herewith. |
*** | Submitted electronically herewith. |
+ | Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto. |
VALERO ENERGY PARTNERS LP | ||
(Registrant) | ||
by: | Valero Energy Partners GP LLC | |
its general partner | ||
by: | /s/ Joseph W. Gorder | |
Joseph W. Gorder | ||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ Joseph W. Gorder | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 26, 2016 | ||
(Joseph W. Gorder) | ||||
/s/ Donna M. Titzman | Senior Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer) | February 26, 2016 | ||
(Donna M. Titzman) | ||||
/s/ Richard F. Lashway | President, Chief Operating Officer and Director | February 26, 2016 | ||
(Richard F. Lashway) | ||||
/s/ Robert S. Beadle | Director | February 26, 2016 | ||
(Robert S. Beadle) | ||||
/s/ Timothy J. Fretthold | Director | February 26, 2016 | ||
(Timothy J. Fretthold) | ||||
/s/ Randall J. Larson | Director | February 26, 2016 | ||
(Randall J. Larson) | ||||
/s/ R. Lane Riggs | Director | February 26, 2016 | ||
(R. Lane Riggs) | ||||
1. | Award. The Participant is awarded 1,986 Restricted Units under the Plan. The Restricted Units are granted hereunder in tandem with an equal number of Distribution Equivalent Rights (“DERs”). |
2. | Restricted Period. The Restricted Units granted hereunder are subject to a Restricted Period as follows. Except to the extent otherwise provided in the Plan, the Participant’s rights to and interest in the Restricted Units described herein shall vest and accrue to the Participant in the following increments: 662 Restricted Units on January 14, 2017; 662 Restricted Units on January 14, 2018; and 662 Restricted Units on January 14, 2019. The restrictions may terminate prior to the expiration of such periods as set forth in the Plan. Upon the vesting of each Restricted Unit awarded under this Agreement, the Participant will be entitled to receive an unrestricted common Unit of Valero Energy Partners LP. |
3. | DERs. DERs with respect to the Restricted Units will be paid to the Participant in cash as of each record payment date during the period such Restricted Units are outstanding. The DERs are subject to the same restrictions as the Restricted Units. |
4. | Code Section 409A. The issuance of shares under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 15th day of the third month following the end of the year in which the applicable date of vesting occurs. With respect to the receipt of DERs, the cash payment made in connection therewith shall be made by the last day of the fiscal quarter during which cash distributions are made by the Partnership, but in any event by no later than the 15th day of the month following the end of the year in which the applicable cash distributions are made by the Partnership. This Agreement and the award evidenced hereby are intended to comply, and shall be administered consistently, in all respects with Section 409A of the Code and the regulations promulgated thereunder. If necessary in order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by the Internal Revenue Service. |
5. | Assignment/Encumbrance. Neither this Award nor any right under this Agreement may be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, and successors. |
6. | The Plan. By accepting this Award, the Participant hereby accepts and agrees to be bound by all of the terms, provisions, conditions, and limitations of the Plan, and any subsequent amendment or amendments, as if the same had been set forth in this Agreement. |
7. | Governing Law. This Agreement shall be governed by the laws of the State of Texas. |
VALERO ENERGY PARTNERS GP LLC | Participant: | ||
by: | |||
Joseph W. Gorder | |||
Chief Executive Officer |
Section 1.01 | Defined Terms | 1 |
Section 1.02 | Classification of Borrowings | 17 |
Section 1.03 | Terms Generally | 17 |
Section 1.04 | Accounting Terms; GAAP | 17 |
Section 2.01 | Term Loan | 18 |
Section 2.02 | Borrowing Mechanics | 18 |
Section 2.03 | Requests for Fundings | 18 |
Section 2.04 | Interest Elections | 19 |
Section 2.05 | Repayment of Term Loan; Evidence of Debt | 20 |
Section 2.06 | Prepayment of Term Loan | 20 |
Section 2.07 | Interest | 20 |
Section 2.08 | Alternate Rate of Interest | 21 |
Section 2.09 | Taxes | 21 |
Section 2.10 | Payments Generally | 22 |
Section 3.01 | Corporate Existence and Power | 22 |
Section 3.02 | Corporate and Governmental Authorization; Contravention | 22 |
Section 3.03 | Enforceability | 22 |
Section 3.04 | Financial Information | 23 |
Section 3.05 | Litigation; No Material Adverse Effect | 23 |
Section 3.06 | Environmental Matters | 23 |
Section 3.07 | Taxes | 24 |
Section 3.08 | Solvency | 24 |
Section 3.09 | Compliance with Laws | 24 |
Section 3.10 | Title to Properties | 24 |
-i- |
Section 5.01 | Financial Reporting Requirements | 25 |
Section 5.02 | Notices | 26 |
Section 5.03 | Existence; Conduct of Business | 26 |
Section 5.04 | Payment of Taxes | 26 |
Section 5.05 | Maintenance of Property; Insurance | 26 |
Section 5.06 | Compliance with Laws | 26 |
Section 5.07 | Books and Records; Inspection Rights | 27 |
Section 5.08 | Use of Proceeds | 27 |
Section 5.09 | First Tier Subsidiaries; Additional Guarantors | 27 |
Section 5.10 | Designation and Conversion of Restricted and Unrestricted Subsidiaries; Certain other Matters Pertaining to Unrestricted Subsidiaries | 27 |
Section 5.11 | Employee Matters | 28 |
Section 6.01 | Liens | 29 |
Section 6.02 | Fundamental Changes; Dispositions | 31 |
Section 6.03 | Indebtedness; Securitization Transactions | 32 |
Section 6.04 | Restricted Payments | 34 |
Section 6.05 | Changes in Organization Documents | 34 |
Section 6.06 | Restrictive Agreements | 34 |
Section 6.07 | Change in Nature of Business | 35 |
Section 6.08 | Consolidated Leverage Ratio | 35 |
-iii- |
Section 9.01 | Notices | 41 |
Section 9.02 | Waivers; Amendments | 42 |
Section 9.03 | Successors and Assigns | 42 |
Section 9.04 | Counterparts; Integration; Effectiveness | 42 |
Section 9.05 | Severability | 42 |
Section 9.06 | Governing Law; Consent to Service of Process | 43 |
Section 9.07 | Headings | 43 |
Section 9.08 | Interest Rate Limitation | 43 |
Section 9.09 | No Liability of General Partner | 43 |
Section 10.01 | Guarantee | 44 |
Section 10.02 | Waiver of Subrogation | 44 |
Section 10.03 | Amendments, Etc., with respect to the Guaranteed Obligations | 44 |
Section 10.04 | Guarantee Absolute and Unconditional | 45 |
Section 10.05 | Reinstatement | 45 |
Section 10.06 | Payments | 46 |
Section 10.07 | Additional Guarantors | 46 |
Section 10.08 | Guaranty Release Matters | 46 |
-iii- |
ANNEXES | |
Annex A | – Leverage-Based Pricing Grid |
Annex B | – Ratings-Based Pricing Grid |
EXHIBITS: | |
Exhibit A | – Form of Promissory Note |
Exhibit B | – Form of Guarantee Joinder |
-iv- |
-1- |
VALERO ENERGY PARTNERS LP, as Borrower | ||
By: Valero Energy Partners GP LLC, its General | ||
Partner | ||
By: /s/ Donna M. Titzman______________________ | ||
Name: | Donna M. Titzman | |
Title: | Senior Vice President, Chief Financial | |
Officer, and Treasurer | ||
VALERO PARTNERS OPERATING CO. LLC, as | ||
a Guarantor | ||
By: /s/ Donna M. Titzman______________________ | ||
Name: | Donna M. Titzman | |
Title: | Senior Vice President and Treasurer |
VALERO ENERGY CORPORATION, as Lender | ||
By: /s/ Michael S. Ciskowski___________________ | ||
Name: | Michael S. Ciskowski | |
Title: | Executive Vice President and Chief | |
Financial Officer | ||
Section 1.01 | Defined Terms | 1 |
Section 1.02 | Classification of Borrowings | 16 |
Section 1.03 | Terms Generally | 17 |
Section 1.04 | Accounting Terms; GAAP | 17 |
Section 2.01 | Term Loan | 18 |
Section 2.02 | Borrowing Mechanics | 18 |
Section 2.03 | Requests for Fundings | 18 |
Section 2.04 | Interest Elections | 19 |
Section 2.05 | Repayment of Term Loan; Evidence of Debt | 20 |
Section 2.06 | Prepayment of Term Loan | 20 |
Section 2.07 | Interest | 20 |
Section 2.08 | Alternate Rate of Interest | 21 |
Section 2.09 | Taxes | 21 |
Section 2.10 | Payments Generally | 21 |
Section 3.01 | Corporate Existence and Power | 22 |
Section 3.02 | Corporate and Governmental Authorization; Contravention | 22 |
Section 3.03 | Enforceability | 22 |
Section 3.04 | Financial Information | 23 |
Section 3.05 | Litigation; No Material Adverse Effect | 23 |
Section 3.06 | Environmental Matters | 23 |
Section 3.07 | Taxes | 23 |
Section 3.08 | Solvency | 24 |
Section 3.09 | Compliance with Laws | 24 |
Section 3.10 | Title to Properties | 24 |
Section 5.01 | Financial Reporting Requirements | 25 |
Section 5.02 | Notices | 26 |
Section 5.03 | Existence; Conduct of Business | 26 |
Section 5.04 | Payment of Taxes | 26 |
Section 5.05 | Maintenance of Property; Insurance | 26 |
Section 5.06 | Compliance with Laws | 26 |
Section 5.07 | Books and Records; Inspection Rights | 27 |
Section 5.08 | Use of Proceeds | 27 |
Section 5.09 | First Tier Subsidiaries; Additional Guarantors | 27 |
Section 5.10 | Designation and Conversion of Restricted and Unrestricted Subsidiaries; Certain other Matters Pertaining to Unrestricted Subsidiaries | 27 |
Section 5.11 | Employee Matters | 28 |
Section 6.01 | Liens | 29 |
Section 6.02 | Fundamental Changes; Dispositions | 31 |
Section 6.03 | Indebtedness; Securitization Transactions | 32 |
Section 6.04 | Restricted Payments | 34 |
Section 6.05 | Changes in Organization Documents | 34 |
Section 6.06 | Restrictive Agreements | 34 |
Section 6.07 | Change in Nature of Business | 34 |
Section 6.08 | Consolidated Leverage Ratio | 35 |
Section 9.01 | Notices | 41 |
Section 9.02 | Waivers; Amendments | 41 |
Section 9.03 | Successors and Assigns | 42 |
Section 9.04 | Counterparts; Integration; Effectiveness | 42 |
Section 9.05 | Severability | 42 |
Section 9.06 | Governing Law; Consent to Service of Process | 42 |
Section 9.07 | Headings | 43 |
Section 9.08 | Interest Rate Limitation | 43 |
Section 9.09 | No Liability of General Partner | 43 |
Section 10.01 | Guarantee | 43 |
Section 10.02 | Waiver of Subrogation | 44 |
Section 10.03 | Amendments, Etc., with respect to the Guaranteed Obligations | 44 |
Section 10.04 | Guarantee Absolute and Unconditional | 44 |
Section 10.05 | Reinstatement | 45 |
Section 10.06 | Payments | 45 |
Section 10.07 | Additional Guarantors | 45 |
Section 10.08 | Guaranty Release Matters | 46 |
ANNEXES | |
Annex A | – Leverage-Based Pricing Grid |
Annex B | – Ratings-Based Pricing Grid |
EXHIBITS: | |
Exhibit A | – Form of Promissory Note |
Exhibit B | – Form of Guarantee Joinder |
-iv- |
-1- |
VALERO ENERGY PARTNERS LP, as Borrower | ||
By: Valero Energy Partners GP LLC, its General | ||
Partner | ||
By: /s/ Donna M. Titzman______________________ | ||
Name: | Donna M. Titzman | |
Title: | Senior Vice President, Chief Financial | |
Officer, and Treasurer | ||
VALERO PARTNERS OPERATING CO. LLC, as | ||
a Guarantor | ||
By: /s/ Donna M. Titzman______________________ | ||
Name: | Donna M. Titzman | |
Title: | Senior Vice President and Treasurer |
VALERO ENERGY CORPORATION, as Lender | ||
By: /s/ Michael S. Ciskowski___________________ | ||
Name: | Michael S. Ciskowski | |
Title: | Executive Vice President and Chief | |
Financial Officer | ||
Name of Entity | State of Incorporation/Organization | |
VALERO MKS LOGISTICS, L.L.C. | Delaware | |
VALERO PARTNERS CCTS, LLC | Delaware | |
VALERO PARTNERS CORPUS EAST, LLC | Delaware | |
VALERO PARTNERS CORPUS WEST, LLC | Delaware | |
VALERO PARTNERS EP, LLC | Delaware | |
VALERO PARTNERS HOUSTON, LLC | Delaware | |
VALERO PARTNERS LOUISIANA, LLC | Delaware | |
VALERO PARTNERS LUCAS, LLC | Delaware | |
VALERO PARTNERS MEMPHIS, LLC | Delaware | |
VALERO PARTNERS NORTH TEXAS, LLC | Delaware | |
VALERO PARTNERS OPERATING CO. LLC | Delaware | |
VALERO PARTNERS PAPS, LLC | Delaware | |
VALERO PARTNERS SOUTH TEXAS, LLC | Delaware | |
VALERO PARTNERS WEST MEMPHIS, LLC | Delaware | |
VALERO PARTNERS WYNNEWOOD, LLC | Delaware | |
/s/ Joseph W. Gorder | ||
Joseph W. Gorder | ||
Chief Executive Officer, Valero Energy Partners GP LLC | ||
(the general partner of Valero Energy Partners LP) |
/s/ Donna M. Titzman | ||
Donna M. Titzman | ||
Senior Vice President, Chief Financial Officer and Treasurer, Valero Energy Partners GP LLC | ||
(the general partner of Valero Energy Partners LP) |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Joseph W. Gorder | ||
Joseph W. Gorder | ||
Chief Executive Officer | ||
Valero Energy Partners GP LLC | ||
(the general partner of Valero Energy Partners LP) | ||
February 26, 2016 |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Donna M. Titzman | ||
Donna M. Titzman | ||
Senior Vice President, Chief Financial Officer and Treasurer | ||
Valero Energy Partners GP LLC | ||
(the general partner of Valero Energy Partners LP) | ||
February 26, 2016 |
Service |
assistance with and review of documents filed with the SEC including registration statements, reports on Forms 10-K and 10-Q, and other documents |
services associated with other documents issued in connection with securities offerings (e.g., comfort letters, consents) |
assistance in responding to SEC comment letters |
statutory audits (e.g., FERC and insurance audits) and financial audits for subsidiaries of the Company, to include services normally provided by the Company’s independent auditor in connection with statutory and regulatory filings |
certificates, letters and opinions issued to regulators, agencies and other third-parties (e.g., insurance, banking, environmental) regarding the Company’s assets and/or operations that only the Company’s independent auditors reasonably can provide |
consultations concerning principles of accounting and/or financial reporting treatment under standards or interpretations by the SEC, PCAOB, FASB or other regulatory or standard-setting bodies necessary to reach an audit judgment and/or opinion on the Company’s financial statements |
Annual pre-approval fee limit for Audit Services (other than services pertaining to registration statements or prospectuses in connection with securities offerings) $400,000 |
Annual pre-approval fee limit for Audit Services pertaining to registration statements or prospectuses in connection with securities offerings $250,000 per registration statement or prospectus |
Service |
due diligence services pertaining to potential business acquisitions or dispositions |
financial statement audits of employee benefit plans |
accounting consultations and audits in connection with acquisitions |
consultations concerning principles of accounting and/or financial reporting treatment under standards or interpretations by the SEC, PCAOB, FASB or other regulatory or standard-setting bodies outside those consultations necessary to perform an audit or review of Valero’s financial statements in accordance with generally accepted auditing standards |
Annual pre-approval fee limit for Audit-Related Services $ 0 |
Service Note: The following are subject to the terms of subsection C. of Section V. of this policy. |
U.S. federal, state and local tax compliance, including the preparation of original and amended tax returns and claims for refunds |
U.S. federal, state and local tax planning and advice, including assistance with tax audits and appeals (but expressly excluding advocacy or litigation services), tax advice related to mergers and acquisitions, tax advice relating to employee benefit plans, and requests for rulings or technical advice from taxing authorities |
review of federal, state, local and international income, franchise, and other tax returns |
Annual pre-approval fee limit for Tax Services $ 0 |
Services |
none |
Annual pre-approval fee limit for All Other Services $ 0 |
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$ in Millions12 Months Ended
Entity Information
Entity Registrant Name
VALERO ENERGY PARTNERS LP
Entity Central Index Key
0001583103
Document Type
10-K
Document Period End Date
Dec. 31, 2015
Amendment Flag
false
Document Fiscal Year Focus
2015
Document Fiscal Period Focus
FY
Current Fiscal Year End Date
--12-31
Entity Well-known Seasoned Issuer
Yes
Entity Voluntary Filers
No
Entity Current Reporting Status
Yes
Entity Filer Category
Large Accelerated Filer
Entity Public Float
$ 881.6
Common Unitholders Public [Member]
Entity Information
Entity Common Stock, Units Outstanding
36,534,211
Subordinated Unitholder Valero [Member]
Entity Information
Entity Common Stock, Units Outstanding
28,789,989
General Partner Valero [Member]
Entity Information
Entity Common Stock, Units Outstanding
1,332,829
Partners’ capital:
Common unitholders – public, units outstanding
21,509,651
17,255,208
Common unitholder – Valero, units outstanding
15,018,602
11,539,989
Subordinated unitholder – Valero, units outstanding
28,789,989
28,789,989
General partner – Valero, units outstanding
1,332,829
1,175,102
shares in Thousands, $ in Thousands12 Months Ended
Operating revenues – related party
$ 243,624
$ 129,180
[1]
$ 124,985
[1]
Costs and expenses:
Operating expenses (b)
[2]
83,681
88,200
[1]
84,728
[1]
General and administrative expenses (c)
[3]
13,758
12,921
[1]
7,778
[1]
Depreciation expense
38,203
30,098
[1]
28,167
[1]
Total costs and expenses
135,642
131,219
[1]
120,673
[1]
Operating income (loss)
107,982
(2,039)
[1]
4,312
[1]
Other income, net
223
1,504
[1]
309
[1]
Interest and debt expense, net of capitalized interest (d)
[4]
(6,113)
(872)
[1]
(198)
[1]
Income (loss) before income taxes
102,092
(1,407)
[1]
4,423
[1]
Income tax expense
251
548
[1]
1,434
[1]
Net income (loss)
101,841
(1,955)
[1]
2,989
[1]
Less: Net income (loss) attributable to Predecessor
(30,037)
(61,236)
[1]
948
[1]
Net income attributable to partners
131,878
59,281
2,041
Less: General partner’s interest in net income
6,069
1,379
41
Limited partners’ interest in net income
$ 125,809
$ 57,902
$ 2,000
Net income per limited partner unit – basic and diluted:
Common units
$ 2.12
$ 1.01
$ 0.03
Subordinated units
$ 2.07
$ 1.01
$ 0.03
Weighted-average limited partner units outstanding:
Common units – basic
31,222
28,790
28,790
Common units – diluted
31,222
28,791
28,790
Subordinated units – basic and diluted
28,790
28,790
28,790
Cash distribution declared per unit
$ 1.1975
$ 0.9410
$ 0.0370
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
[2]
Includes operating expenses – related party of $38,161 thousand, $34,226 thousand, and $31,759 thousand.
[3]
Includes general and administrative expenses – related party of $10,933 thousand, $10,460 thousand, and $7,697 thousand.
[4]
Includes interest and debt expense – related party of $3,190 thousand, $0 thousand, and $0 thousand.
$ in Thousands12 Months Ended
Supplemental information:
(b) Operating expenses – related party
$ 38,161
$ 34,226
$ 31,759
(c) General and administrative expenses – related party
10,933
10,460
7,697
(d) Interest and debt expense – related party
$ 3,190
$ 0
$ 0
Beginning balance at Dec. 31, 2012
[1]
$ 549,469,000
$ 0
$ 0
$ 0
$ 0
$ 549,469,000
Consolidated Statements of Partners' Capital
Net income (loss) attributable to Predecessor
[1]
948,000
0
0
0
0
948,000
Net income attributable to partners
2,041,000
599,000
401,000
1,000,000
41,000
0
Net transfers from Valero Energy Corporation
[1]
92,285,000
0
0
0
0
92,285,000
Prefunding of capital projects by Valero Energy Corporation
3,500,000
0
0
0
0
3,500,000
Allocation of net investment to unitholders
0
0
75,597,000
188,601,000
6,126,000
(270,324,000)
Units issued in public offering, net of offering costs
369,226,000
369,226,000
0
0
0
0
Ending balance at Dec. 31, 2013
[1]
1,017,469,000
369,825,000
75,998,000
189,601,000
6,167,000
375,878,000
Consolidated Statements of Partners' Capital
Net income (loss) attributable to Predecessor
[1]
(61,236,000)
0
0
0
0
(61,236,000)
Net income attributable to partners
59,281,000
17,346,000
11,605,000
28,951,000
1,379,000
0
Net transfers from Valero Energy Corporation
[1]
145,354,000
0
0
0
0
145,354,000
Allocation of Valero Energy Corporation’s net investment in acquisitions
0
0
22,276,000
55,572,000
2,268,000
(80,116,000)
Consideration paid to Valero Energy Corporation for acquisitions
(154,000,000)
0
(42,818,000)
(106,822,000)
(4,360,000)
0
Cash distributions to unitholders
(41,833,000)
(12,281,000)
(8,217,000)
(20,498,000)
(837,000)
0
Distribution equivalent right payments
(4,000)
(4,000)
0
0
0
0
Unit-based compensation
68,000
68,000
0
0
0
0
Ending balance at Dec. 31, 2014
[1]
965,099,000
374,954,000
58,844,000
146,804,000
4,617,000
379,880,000
Consolidated Statements of Partners' Capital
Net income (loss) attributable to Predecessor
(30,037,000)
0
0
0
0
(30,037,000)
Net income attributable to partners
131,878,000
37,183,000
28,548,000
60,078,000
6,069,000
0
Net transfers from Valero Energy Corporation
40,301,000
0
0
0
0
40,301,000
Allocation of Valero Energy Corporation’s net investment in acquisitions
0
0
111,433,000
267,700,000
11,011,000
(390,144,000)
Consideration paid to Valero Energy Corporation for acquisitions
(1,136,220,000)
0
(330,539,000)
(773,685,000)
(31,996,000)
0
Units issued to Valero Energy Corporation in connection with acquisitions
170,000,000
0
166,600,000
0
3,400,000
0
Units issued in public offering, net of offering costs
192,926,000
188,915,000
0
0
4,011,000
0
Noncash capital contributions from Valero Energy Corporation
27,748,000
0
8,898,000
18,063,000
787,000
0
Cash distributions to unitholders
(71,704,000)
(19,725,000)
(15,354,000)
(32,921,000)
(3,704,000)
0
Distribution equivalent right payments
(11,000)
(11,000)
0
0
0
0
Unit-based compensation
173,000
173,000
0
0
0
0
Ending balance at Dec. 31, 2015
$ 290,153,000
$ 581,489,000
$ 28,430,000
$ (313,961,000)
$ (5,805,000)
$ 0
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
$ in Thousands12 Months Ended
Cash flows from operating activities:
Net income (loss)
$ 101,841
$ (1,955)
[1]
$ 2,989
[1]
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense
38,203
30,098
[1]
28,167
[1]
Deferred income tax expense (benefit)
(228)
43
[1]
941
[1]
Changes in current assets and current liabilities
(8,973)
(1,318)
[1]
(2,947)
[1]
Changes in deferred charges and credits and other operating activities, net
587
(34)
[1]
(421)
[1]
Net cash provided by operating activities
131,430
26,834
[1]
28,729
[1]
Cash flows from investing activities:
Capital expenditures
(30,969)
(103,952)
[1]
(120,497)
[1]
Acquisitions from Valero Energy Corporation
(390,144)
(80,116)
[1]
0
[1]
Proceeds from dispositions of property and equipment
82
54
[1]
8
[1]
Net cash used in investing activities
(421,031)
(184,014)
[1]
(120,489)
[1]
Cash flows from financing activities:
Proceeds from debt borrowings
200,000
0
[1]
0
[1]
Proceeds from notes payable to related party
555,000
0
[1]
0
[1]
Repayments of debt and capital lease obligations
(26,200)
(1,048)
[1]
(1,059)
[1]
Repayment of note payable to related party
(185,000)
0
[1]
0
[1]
Payment of debt issuance costs
(2,322)
(1,071)
[1]
(572)
[1]
Prefunding of capital projects by Valero Energy Corporation
0
0
[1]
3,500
[1]
Proceeds from issuance of common units, net of discount
189,683
0
[1]
372,449
[1]
Proceeds from issuance of general partner units
4,011
0
[1]
0
[1]
Payment of offering costs
(666)
(3,223)
[1]
0
[1]
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
(576,076)
(73,884)
[1]
0
[1]
Cash distributions to unitholders and distribution equivalent right payments
(71,715)
(41,837)
[1]
0
[1]
Net transfers from Valero Energy Corporation
47,090
139,704
[1]
92,560
[1]
Net cash provided by financing activities
133,805
18,641
[1]
466,878
[1]
Net increase (decrease) in cash and cash equivalents
(155,796)
(138,539)
[1]
375,118
[1]
Cash and cash equivalents at beginning of year
[1]
236,579
375,118
0
Cash and cash equivalents at end of year
$ 80,783
$ 236,579
[1]
$ 375,118
[1]
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
12 Months Ended
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS AND BASIS OF PRESENTATION
12 Months Ended
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Business Combinations [Abstract]
ACQUISITIONS
12 Months Ended
Related Party Transactions [Abstract]
RELATED-PARTY AGREEMENTS AND TRANSACTIONS
per statements of partners’ capital
per statements of cash flows
12 Months Ended
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT
12 Months Ended
Asset Retirement Obligation Disclosure [Abstract]
ASSET RETIREMENT OBLIGATIONS
12 Months Ended
Debt and Capital Lease Obligations [Abstract]
DEBT AND CAPITAL LEASE OBLIGATIONS
12 Months Ended
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Partners' Capital [Abstract]
CASH DISTRIBUTIONS
12 Months Ended
Earnings Per Share [Abstract]
NET INCOME PER LIMITED PARTNER UNIT
Partner
Units
Units
Units
limited partners – basic and diluted
12 Months Ended
Partners' Capital Notes [Abstract]
UNIT ACTIVITY
12 Months Ended
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
UNIT-BASED COMPENSATION
12 Months Ended
Income Tax Disclosure [Abstract]
INCOME TAXES
12 Months Ended
Compensation and Retirement Disclosure [Abstract]
EMPLOYEE BENEFIT PLANS
12 Months Ended
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION
12 Months Ended
Fair Value Disclosures [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS
12 Months Ended
Quarterly Financial Information Disclosure [Abstract]
QUARTERLY FINANCIAL DATA (UNAUDITED)
12 Months Ended
Accounting Policies [Abstract]
Basis of Presentation
Principles of Consolidation
Use of Estimates
Cash and Cash Equivalents
Receivables from Related Party
Property and Equipment
Impairment of Assets
Asset Retirement Obligations
Environmental Matters
Net Investment
Revenue Recognition
Income Taxes
Net Income per Limited Partner Unit
Comprehensive Income
Segment Reporting
New Accounting Pronouncements
12 Months Ended
Business Combinations [Abstract]
Consolidated balance sheets, statements of income, and statements of cash flows retrospectively adjusted for the Acquisitions
12 Months Ended
Related Party Transactions [Abstract]
Summary of related-party transactions
Reconciliation of net transfers from Valero
per statements of partners’ capital
per statements of cash flows
Lessor disclosure of operating leases
12 Months Ended
Property, Plant and Equipment [Abstract]
Major classes of property and equipment
12 Months Ended
Asset Retirement Obligation Disclosure [Abstract]
Changes in asset retirement obligations
12 Months Ended
Debt and Capital Lease Obligations [Abstract]
Future minimum rentals on capital lease obligations
12 Months Ended
Commitments and Contingencies Disclosure [Abstract]
Future minimum rentals for leases having initial or remaining noncancelable lease terms in excess of one year
12 Months Ended
Partners' Capital [Abstract]
Distributions made to unitholders
12 Months Ended
Earnings Per Share [Abstract]
Computation of net income per unit
Partner
Units
Units
Units
limited partners – basic and diluted
12 Months Ended
Partners' Capital Notes [Abstract]
Activity in the number of units
12 Months Ended
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of restricted units
12 Months Ended
Income Tax Disclosure [Abstract]
Components of income tax expense
12 Months Ended
Compensation and Retirement Disclosure [Abstract]
Summary of employee benefit plan costs
12 Months Ended
Supplemental Cash Flow Information [Abstract]
Supplemental cash flow disclosures
Supplemental cash flow disclosures, noncash activities
12 Months Ended
Quarterly Financial Information Disclosure [Abstract]
Schedule of quarterly financial data
12 Months Ended
[2]
Business and Basis of Presentation (Textual)
Limited partnership formation date
Jul. 24, 2013
Initial public offering of common units
4,250,000
[1]
17,250,000
Majority Shareholder [Member]
Business and Basis of Presentation (Textual)
Number of Valero owned refineries | refineries
9
Texas Crude Systems Business [Member] | Majority Shareholder [Member]
Business and Basis of Presentation (Textual)
Effective date of acquisition from Valero
Jul. 01, 2014
Houston and St. Charles Terminal Services Business [Member] | Majority Shareholder [Member]
Business and Basis of Presentation (Textual)
Effective date of acquisition from Valero
Mar. 01, 2015
Corpus Christi Terminal Services Business [Member] | Majority Shareholder [Member]
Business and Basis of Presentation (Textual)
Effective date of acquisition from Valero
Oct. 01, 2015
IPO [Member]
Business and Basis of Presentation (Textual)
Initial public offering of common units
17,250,000
[1]
On November 24, 2015, we completed a public offering (the 2015 Offering) of 4,250,000 common units at a price of $46.25 per unit and received gross proceeds of $196.6 million. After deducting the underwriting discount and other offering costs totaling $7.7 million, our net proceeds were $188.9 million.
[2]
On December 16, 2013, we completed the IPO of 17,250,000 common units at a price of $23.00 per unit and received gross proceeds of $396.8 million. After deducting the underwriting discount, structuring fees, and other offering costs of $27.6 million, our net proceeds were $369.2 million.
Summary of Significant Accounting Policies (Textual)
Undivided ownership interest in assets percentage
33.33%
$ in Thousands
3 Months Ended
12 Months Ended
Current assets:
Cash and cash equivalents
$ 80,783
$ 236,579
[1]
$ 236,579
[1]
$ 375,118
[1]
$ 236,579
[1]
$ 375,118
[1]
$ 0
[1]
$ 80,783
$ 236,579
[1]
$ 375,118
[1]
$ 0
[1]
Receivables from related party
18,088
8,499
[1]
Prepaid expenses and other
632
727
[1]
Total current assets
99,503
245,805
[1]
Property and equipment, at cost
1,010,881
959,659
[1],[2]
Accumulated depreciation
(263,599)
(230,896)
[1],[2]
Property and equipment, net
747,282
728,763
[1],[2]
Deferred charges and other assets, net
3,322
1,385
[1]
Total assets
850,107
975,953
[1]
Current liabilities:
Current portion of debt and capital lease obligations
913
1,200
[1]
Accounts payable
9,264
4,297
[1]
Accrued liabilities
1,690
1,054
[1]
Taxes other than income taxes
1,276
765
[1]
Deferred revenue from related party
129
124
[1]
Total current liabilities
13,272
7,440
[1]
Debt and capital lease obligations, net of current portion
175,246
1,519
[1]
Deferred income taxes
320
830
[1]
Other long-term liabilities
1,116
1,065
[1]
Partners’ capital:
Common unitholders – public
581,489
374,954
[1]
Common unitholder – Valero
28,430
58,844
[1]
Subordinated unitholder – Valero
(313,961)
146,804
[1]
General partner – Valero
(5,805)
4,617
[1]
Net investment
0
379,880
[1]
Total partners’ capital
290,153
965,099
[1]
1,017,469
[1]
549,469
[1]
Total liabilities and partners’ capital
850,107
975,953
[1]
Consolidated Statements of Income
Operating revenues – related party
79,456
$ 62,037
[2]
$ 60,245
[2]
41,886
[2]
34,182
[2]
$ 33,666
[2]
$ 31,843
[2]
29,489
[2]
243,624
129,180
[1]
124,985
[1]
Costs and expenses:
Operating expenses (b)
[3]
83,681
88,200
[1]
84,728
[1]
General and administrative expenses (c)
[4]
13,758
12,921
[1]
7,778
[1]
Depreciation expense
38,203
30,098
[1]
28,167
[1]
Total costs and expenses
135,642
131,219
[1]
120,673
[1]
Operating income (loss)
47,671
25,299
[2]
27,712
[2]
7,300
[2]
(2,775)
[2]
532
[2]
921
[2]
(717)
[2]
107,982
(2,039)
[1]
4,312
[1]
Other income, net
223
1,504
[1]
309
[1]
Interest and debt expense, net of capitalized interest (d)
[5]
(6,113)
(872)
[1]
(198)
[1]
Income (loss) before income taxes
102,092
(1,407)
[1]
4,423
[1]
Income tax expense
251
548
[1]
1,434
[1]
Net income (loss)
44,667
23,860
[2]
26,378
[2]
6,936
[2]
(2,907)
[2]
345
[2]
1,043
[2]
(436)
[2]
101,841
(1,955)
[1]
2,989
[1]
Less: Net income (loss) attributable to Predecessor
(30,037)
(61,236)
[1]
948
[1]
Net income attributable to partners
44,667
31,428
33,662
22,121
19,056
17,543
12,200
10,482
131,878
59,281
2,041
Cash flows from operating activities:
Net income (loss)
44,667
23,860
[2]
26,378
[2]
6,936
[2]
(2,907)
[2]
345
[2]
1,043
[2]
(436)
[2]
101,841
(1,955)
[1]
2,989
[1]
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense
38,203
30,098
[1]
28,167
[1]
Deferred income tax benefit
(228)
43
[1]
941
[1]
Changes in current assets and current liabilities
(8,973)
(1,318)
[1]
(2,947)
[1]
Changes in deferred charges and credits and other operating activities, net
587
(34)
[1]
(421)
[1]
Net cash provided by operating activities
131,430
26,834
[1]
28,729
[1]
Cash flows from investing activities:
Capital expenditures
(30,969)
(103,952)
[1]
(120,497)
[1]
Acquisitions from Valero Energy Corporation
(390,144)
(80,116)
[1]
0
[1]
Proceeds from dispositions of property and equipment
82
54
[1]
8
[1]
Net cash used in investing activities
(421,031)
(184,014)
[1]
(120,489)
[1]
Cash flows from financing activities:
Proceeds from debt borrowings
200,000
0
[1]
0
[1]
Proceeds from notes payable to related party
555,000
0
[1]
0
[1]
Repayments of debt and capital lease obligations
(26,200)
(1,048)
[1]
(1,059)
[1]
Payment of debt issuance costs
(2,322)
(1,071)
[1]
(572)
[1]
Payment of offering costs
(666)
(3,223)
[1]
0
[1]
Prefunding of capital projects by Valero Energy Corporation
0
0
[1]
3,500
[1]
Proceeds from issuance of common units, net of discount
189,683
0
[1]
372,449
[1]
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
(576,076)
(73,884)
[1]
0
[1]
Cash distributions to unitholders and distribution equivalent right payments
(71,715)
(41,837)
[1]
0
[1]
Net transfers from Valero Energy Corporation
47,090
139,704
[1]
92,560
[1]
Net cash provided by financing activities
133,805
18,641
[1]
466,878
[1]
Net increase (decrease) in cash and cash equivalents
(155,796)
(138,539)
[1]
375,118
[1]
Cash and cash equivalents at beginning of year
[1]
236,579
375,118
236,579
375,118
0
Cash and cash equivalents at end of year
$ 80,783
236,579
[1]
$ 80,783
236,579
[1]
375,118
[1]
Business Acquisitions (Textual)
Units issued in connection with acquisitions | shares
3,549,605
Borrowings under the Revolver
$ 200,000
0
[1]
0
[1]
Proceeds from notes payable to related party
555,000
0
[1]
0
[1]
Majority Shareholder [Member]
Current assets:
Receivables from related party
18,088
8,499
Cash flows from financing activities:
Net transfers from Valero Energy Corporation
47,090
139,704
[2]
92,560
[2]
Business Acquisitions (Textual)
Consideration transferred for the acquisitions from Valero, units issued
$ 170,000
0
[2]
0
[2]
Majority Shareholder [Member] | Texas Crude Systems Business [Member]
Cash flows from investing activities:
Acquisitions from Valero Energy Corporation
$ (80,100)
Cash flows from financing activities:
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
(73,900)
Business Acquisitions (Textual)
Effective date of acquisition from Valero
Jul. 01, 2014
Cash consideration transferred to acquire businesses
$ 154,000
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member]
Cash flows from investing activities:
Acquisitions from Valero Energy Corporation
$ (296,100)
Cash flows from financing activities:
Proceeds from debt borrowings
200,000
Proceeds from notes payable to related party
160,000
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
$ (275,100)
Business Acquisitions (Textual)
Effective date of acquisition from Valero
Mar. 01, 2015
Number of subsidiaries acquired from Valero | subsidiaries
2
Cash consideration transferred to acquire businesses
$ 571,200
Value of consideration transferred for acquisitions from Valero
671,200
Consideration transferred for the acquisitions from Valero, units issued
100,000
Payments to acquire businesses, cash on hand
211,200
Borrowings under the Revolver
200,000
Proceeds from notes payable to related party
$ 160,000
Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member]
Cash flows from investing activities:
Acquisitions from Valero Energy Corporation
$ (94,000)
Cash flows from financing activities:
Proceeds from notes payable to related party
395,000
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
(301,000)
Business Acquisitions (Textual)
Effective date of acquisition from Valero
Oct. 01, 2015
Cash consideration transferred to acquire businesses
395,000
Value of consideration transferred for acquisitions from Valero
465,000
Consideration transferred for the acquisitions from Valero, units issued
70,000
Proceeds from notes payable to related party
$ 395,000
Valero Energy Partners LP (Previously Reported) [Member]
Current assets:
Cash and cash equivalents
236,579
236,579
375,118
$ 236,579
375,118
0
236,579
375,118
0
Receivables from related party
8,499
Prepaid expenses and other
727
Total current assets
245,805
Property and equipment, at cost
819,104
Accumulated depreciation
(174,530)
Property and equipment, net
644,574
Deferred charges and other assets, net
1,385
Total assets
891,764
Current liabilities:
Current portion of debt and capital lease obligations
1,200
Accounts payable
4,297
Accrued liabilities
1,054
Taxes other than income taxes
765
Deferred revenue from related party
124
Total current liabilities
7,440
Debt and capital lease obligations, net of current portion
1,519
Deferred income taxes
830
Other long-term liabilities
1,065
Partners’ capital:
Common unitholders – public
374,954
Common unitholder – Valero
58,844
Subordinated unitholder – Valero
146,804
General partner – Valero
4,617
Net investment
295,691
Total partners’ capital
880,910
Total liabilities and partners’ capital
891,764
Consolidated Statements of Income
Operating revenues – related party
129,180
124,985
Costs and expenses:
Operating expenses (b)
70,507
68,529
General and administrative expenses (c)
12,597
7,456
Depreciation expense
26,953
25,162
Total costs and expenses
110,057
101,147
Operating income (loss)
32,867
34,996
12,969
3,004
5,845
6,035
4,239
19,123
23,838
Other income, net
1,504
309
Interest and debt expense, net of capitalized interest (d)
(872)
(198)
Income (loss) before income taxes
19,755
23,949
Income tax expense
548
1,434
Net income (loss)
31,428
33,662
12,605
2,872
5,658
6,157
4,520
19,207
22,515
Less: Net income (loss) attributable to Predecessor
(40,074)
20,474
Net income attributable to partners
59,281
2,041
Cash flows from operating activities:
Net income (loss)
31,428
33,662
12,605
2,872
5,658
6,157
4,520
19,207
22,515
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense
26,953
25,162
Deferred income tax benefit
43
941
Changes in current assets and current liabilities
(1,318)
(2,947)
Changes in deferred charges and credits and other operating activities, net
(34)
(421)
Net cash provided by operating activities
44,851
45,250
Cash flows from investing activities:
Capital expenditures
(69,928)
(109,812)
Acquisitions from Valero Energy Corporation
(80,116)
Proceeds from dispositions of property and equipment
54
8
Net cash used in investing activities
(149,990)
(109,804)
Cash flows from financing activities:
Repayments of debt and capital lease obligations
(1,048)
(1,059)
Payment of debt issuance costs
(1,071)
(572)
Payment of offering costs
(3,223)
Prefunding of capital projects by Valero Energy Corporation
3,500
Proceeds from issuance of common units, net of discount
372,449
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
(73,884)
Cash distributions to unitholders and distribution equivalent right payments
(41,837)
Net transfers from Valero Energy Corporation
87,663
65,354
Net cash provided by financing activities
(33,400)
439,672
Net increase (decrease) in cash and cash equivalents
(138,539)
375,118
Cash and cash equivalents at beginning of year
236,579
375,118
236,579
375,118
0
Cash and cash equivalents at end of year
236,579
236,579
375,118
Adjustments for Acquisitions of Businesses Under Common Control [Member] | Corpus Christi Terminal Services Business [Member]
Current assets:
Cash and cash equivalents
0
0
0
0
0
0
0
0
0
Receivables from related party
0
Prepaid expenses and other
0
Total current assets
0
Property and equipment, at cost
140,555
Accumulated depreciation
(56,366)
Property and equipment, net
84,189
Deferred charges and other assets, net
0
Total assets
84,189
Current liabilities:
Current portion of debt and capital lease obligations
0
Accounts payable
0
Accrued liabilities
0
Taxes other than income taxes
0
Deferred revenue from related party
0
Total current liabilities
0
Debt and capital lease obligations, net of current portion
0
Deferred income taxes
0
Other long-term liabilities
0
Partners’ capital:
Common unitholders – public
0
Common unitholder – Valero
0
Subordinated unitholder – Valero
0
General partner – Valero
0
Net investment
84,189
Total partners’ capital
84,189
Total liabilities and partners’ capital
84,189
Consolidated Statements of Income
Operating revenues – related party
0
0
Costs and expenses:
Operating expenses (b)
17,693
16,199
General and administrative expenses (c)
324
322
Depreciation expense
3,145
3,005
Total costs and expenses
21,162
19,526
Operating income (loss)
(7,568)
(7,284)
(5,669)
(5,779)
(5,313)
(5,114)
(4,956)
(21,162)
(19,526)
Other income, net
0
0
Interest and debt expense, net of capitalized interest (d)
0
0
Income (loss) before income taxes
(21,162)
(19,526)
Income tax expense
0
0
Net income (loss)
(7,568)
(7,284)
(5,669)
(5,779)
(5,313)
(5,114)
(4,956)
(21,162)
(19,526)
Less: Net income (loss) attributable to Predecessor
(21,162)
(19,526)
Net income attributable to partners
0
0
Cash flows from operating activities:
Net income (loss)
$ (7,568)
$ (7,284)
(5,669)
(5,779)
$ (5,313)
$ (5,114)
(4,956)
(21,162)
(19,526)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense
3,145
3,005
Deferred income tax benefit
0
0
Changes in current assets and current liabilities
0
0
Changes in deferred charges and credits and other operating activities, net
0
0
Net cash provided by operating activities
(18,017)
(16,521)
Cash flows from investing activities:
Capital expenditures
(34,024)
(10,685)
Acquisitions from Valero Energy Corporation
0
Proceeds from dispositions of property and equipment
0
0
Net cash used in investing activities
(34,024)
(10,685)
Cash flows from financing activities:
Repayments of debt and capital lease obligations
0
0
Payment of debt issuance costs
0
0
Payment of offering costs
0
Prefunding of capital projects by Valero Energy Corporation
0
Proceeds from issuance of common units, net of discount
0
Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
0
Cash distributions to unitholders and distribution equivalent right payments
0
Net transfers from Valero Energy Corporation
52,041
27,206
Net cash provided by financing activities
52,041
27,206
Net increase (decrease) in cash and cash equivalents
0
0
Cash and cash equivalents at beginning of year
$ 0
$ 0
0
0
0
Cash and cash equivalents at end of year
$ 0
0
0
Limited Partner, Common Units, Valero [Member]
Partners’ capital:
Total partners’ capital
28,430
58,844
[1]
75,998
[1]
0
[1]
Costs and expenses:
Less: Net income (loss) attributable to Predecessor
0
0
[1]
0
[1]
Net income attributable to partners
$ 28,548
11,605
401
Business Acquisitions (Textual)
Units issued in connection with acquisitions | shares
3,478,613
Limited Partner, Common Units, Valero [Member] | Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member]
Business Acquisitions (Textual)
Units issued in connection with acquisitions | shares
1,908,100
Limited Partner, Common Units, Valero [Member] | Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member]
Business Acquisitions (Textual)
Units issued in connection with acquisitions | shares
1,570,513
General Partner [Member]
Partners’ capital:
Total partners’ capital
$ (5,805)
$ 4,617
[1]
$ 6,167
[1]
$ 0
[1]
Costs and expenses:
Less: Net income (loss) attributable to Predecessor
$ 0
0
[1]
0
[1]
Net income attributable to partners
$ 6,069
$ 1,379
$ 41
Business Acquisitions (Textual)
Units issued in connection with acquisitions | shares
70,992
General Partner [Member] | Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member]
Business Acquisitions (Textual)
Units issued in connection with acquisitions | shares
38,941
General Partner [Member] | Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member]
Business Acquisitions (Textual)
Units issued in connection with acquisitions | shares
32,051
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
[2]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business.
[3]
Includes operating expenses – related party of $38,161 thousand, $34,226 thousand, and $31,759 thousand.
[4]
Includes general and administrative expenses – related party of $10,933 thousand, $10,460 thousand, and $7,697 thousand.
[5]
Includes interest and debt expense – related party of $3,190 thousand, $0 thousand, and $0 thousand.
12 Months Ended
Receivables from Related Party
Receivables from related party
$ 18,088,000
$ 8,499,000
[1]
Reconciliation of Net Transfers to Valero
Net transfers from Valero per statements of cash flows
47,090,000
139,704,000
[1]
$ 92,560,000
[1]
Related-Party Agreements and Transactions (Textual)
Prefunding of capital projects by Valero Energy Corporation
0
0
[1]
3,500,000
[1]
Base rent for lease agreement
$ 8,229,000
Lease Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Duration of renewal option
30 years
Prior written notice
5 years
Majority Shareholder [Member]
Receivables from Related Party
Trade receivables – related party
$ 26,103,000
10,515,000
Due to related party
(8,015,000)
(2,016,000)
Receivables from related party
18,088,000
8,499,000
Reconciliation of Net Transfers to Valero
Net transfers from Valero per statements of partners’ capital
40,301,000
145,354,000
[2]
92,285,000
[2]
Less: Noncash transfers from Valero
[2]
5,650,000
Less: Noncash transfers to Valero
(6,789,000)
(275,000)
[2]
Net transfers from Valero per statements of cash flows
47,090,000
139,704,000
[2]
92,560,000
[2]
Operating Leases, Lease Revenue
Minimum rental revenues
128,468,000
16,806,000
206,000
Contingent rental revenues
22,949,000
5,520,000
18,318,000
Total lease revenues
151,417,000
22,326,000
18,524,000
Future Minimum Rentals to be Received on Noncancelable Lease Agreements
2016
194,078,000
2017
193,550,000
2018
193,550,000
2019
193,550,000
2020
194,078,000
Thereafter
821,539,000
Total minimum rental payments
$ 1,790,345,000
Majority Shareholder [Member] | Commercial Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, initial term
Dec. 16, 2023
Number of renewal options | renewal
1
Duration of renewal option
5 years
Majority Shareholder [Member] | Omnibus Agreement [Member]
Related-Party Agreements and Transactions (Textual)
Annual administrative fee
$ 9,200,000
$ 11,200,000
$ 10,400,000
Prefunding of capital projects by Valero Energy Corporation
$ 3,500,000
Majority Shareholder [Member] | Services and Secondment Agreement [Member]
Related-Party Agreements and Transactions (Textual)
Duration of renewal option
1 year
Duration of agreement
10 years
Prior written notice
30 days
Majority Shareholder [Member] | Ground Lease Agreement [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, initial term
Nov. 30, 2033
Base rent for lease agreement
$ 35,000
Majority Shareholder [Member] | Ground Lease Agreement [Member] | Scenario, Forecast [Member]
Related-Party Agreements and Transactions (Textual)
Annual base rent increase factor for lease agreement
101.50%
Texas Crude Systems Business [Member] | Majority Shareholder [Member] | Commercial Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, initial term
Jul. 01, 2024
Number of renewal options | renewal
1
Duration of renewal option
5 years
Houston and St. Charles Terminal Services Business [Member] | Majority Shareholder [Member] | Commercial Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, initial term
Mar. 01, 2025
Houston and St. Charles Terminal Services Business [Member] | Majority Shareholder [Member] | Lease Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, initial term
Mar. 01, 2025
Number of renewal options | renewal
4
Base rent for lease agreement
$ 6,400,000
Number of lease agreements | lease_agreements
2
Duration of renewal option, lease and access agreements
5 years
Houston Terminal Agreement [Member] | Majority Shareholder [Member] | Commercial Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Number of renewal options | renewal
1
Duration of renewal option
5 years
St. Charles Terminal Agreement [Member] | Majority Shareholder [Member] | Commercial Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, renewal term
Jan. 31, 2030
St. Charles Terminal Agreement [Member] | Majority Shareholder [Member] | Lease Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, renewal term
Dec. 31, 2044
Corpus Christi Terminal Services Business [Member] | Majority Shareholder [Member] | Lease Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, initial term
Oct. 01, 2025
Number of renewal options | renewal
4
Base rent for lease agreement
$ 1,700,000
Number of lease agreements | lease_agreements
2
Duration of renewal option, lease and access agreements
5 years
Corpus Christi Terminal Agreement [Member] | Majority Shareholder [Member] | Commercial Agreements [Member]
Related-Party Agreements and Transactions (Textual)
Agreement expiration date, initial term
Oct. 01, 2025
Number of renewal options | renewal
1
Duration of renewal option
5 years
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
[2]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business.
$ in Thousands
Non-Leased Assets
Property and equipment excluding assets subject to operating lease, at cost
$ 383,948
$ 841,638
[1]
Accumulated depreciation, property and equipment, excluding assets subject to operating lease
(118,580)
(211,877)
[1]
Property and equipment excluding assets subject to operating lease
265,368
629,761
[1]
Assets Under Operating Leases
Assets under operating leases, at cost
[2]
626,933
118,021
[1]
Accumulated depreciation, assets under operating leases
[2]
(145,019)
(19,019)
[1]
Assets under operating leases, net
[2]
481,914
99,002
[1]
Property and Equipment, Gross
Property and equipment, at cost
1,010,881
959,659
[1],[3]
Accumulated depreciation
(263,599)
(230,896)
[1],[3]
Property and equipment, net
747,282
728,763
[1],[3]
Capital Leases (Textual)
Assets under capital lease agreements
14,900
14,900
Accumulated amortization on assets under capital lease agreements
14,100
13,000
Pipelines and related assets [Member]
Non-Leased Assets
Property and equipment excluding assets subject to operating lease, at cost
228,586
227,780
[1]
Assets Under Operating Leases
Assets under operating leases, at cost
[2]
46,739
45,695
[1]
Property and Equipment, Gross
Property and equipment, at cost
275,325
273,475
[1]
Terminals and related assets [Member]
Non-Leased Assets
Property and equipment excluding assets subject to operating lease, at cost
110,758
535,464
[1]
Assets Under Operating Leases
Assets under operating leases, at cost
[2]
580,194
72,326
[1]
Property and Equipment, Gross
Property and equipment, at cost
690,952
607,790
[1]
Other [Member]
Non-Leased Assets
Property and equipment excluding assets subject to operating lease, at cost
9,352
9,439
[1]
Assets Under Operating Leases
Assets under operating leases, at cost
[2]
0
0
[1]
Property and Equipment, Gross
Property and equipment, at cost
9,352
9,439
[1]
Land [Member]
Non-Leased Assets
Property and equipment excluding assets subject to operating lease, at cost
4,672
4,672
[1]
Assets Under Operating Leases
Assets under operating leases, at cost
[2]
0
0
[1]
Property and Equipment, Gross
Property and equipment, at cost
4,672
4,672
[1]
Construction-in-progress [Member]
Non-Leased Assets
Property and equipment excluding assets subject to operating lease, at cost
30,580
64,283
[1]
Assets Under Operating Leases
Assets under operating leases, at cost
[2]
0
0
[1]
Property and Equipment, Gross
Property and equipment, at cost
$ 30,580
$ 64,283
[1]
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business.
[2]
Represents assets owned by us for which we are the lessor (see Note 4). Certain assets acquired in the acquisitions of the Houston and St. Charles Terminal Services Business and the Corpus Christi Terminal Services Business were reflected as assets under operating leases on March 1, 2015 and October 1, 2015, respectively.
[3]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
$ in Thousands12 Months Ended
Changes in Asset Retirement Obligations
Balance as of beginning of year
$ 975
$ 931
$ 889
Accretion expense
46
44
42
Balance as of end of year
$ 1,021
$ 975
$ 931
1 Months Ended
12 Months Ended
Credit Facilities (Textual)
Borrowings under the Revolver
$ 200,000,000
$ 0
[1]
$ 0
[1]
Line of Credit [Member] | Revolving Credit Facility [Member]
Credit Facilities (Textual)
Line of credit facility, expiration date
Nov. 20, 2020
Line of credit facility, maximum borrowing capacity
$ 750,000,000
$ 300,000,000
Debt issuance cost, Revolver
2,300,000
Line of credit facility, accordion feature, higher borrowing capacity option
$ 1,000,000,000
Number of renewal options, Revolver | renewal
2
Duration of renewal option, debt and capital lease obligations
1 year
Number of prior quarterly reporting periods used for total debt to EBITDA ratio | quarter
4
Borrowings under the Revolver
$ 200,000,000
0
0
Repayment on the Revolver
$ 25,000,000
0
$ 0
Line of credit facility, interest rate, at period end
1.50%
Line of credit facility, amount outstanding
$ 175,000,000
0
Line of Credit [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Credit Facilities (Textual)
Covenant ratio of total debt to EBITDA per terms of the Revolver
5.0
Covenant ratio of total debt to EBITDA following certain acquisitions per terms of the Revolver
5.5
Line of Credit [Member] | Letter of Credit [Member]
Credit Facilities (Textual)
Line of credit facility, maximum borrowing capacity
$ 100,000,000
Line of credit facility, amount outstanding
$ 0
$ 0
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
$ in Thousands
1 Months Ended
12 Months Ended
[1]
[1]
Subordinated Debt [Abstract]
Number of subordinated credit agreements entered | loan_agreements
2
2
Proceeds from notes payable to related party
$ 555,000
$ 0
$ 0
Repayment of note payable to related party
185,000
0
$ 0
Notes payable to related party
$ 370,000
$ 370,000
$ 0
Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member]
Subordinated Debt [Abstract]
Proceeds from notes payable to related party
$ 160,000
Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member]
Subordinated Debt [Abstract]
Proceeds from notes payable to related party
$ 395,000
Subordinated Debt [Member] | Majority Shareholder [Member]
Subordinated Debt [Abstract]
Number of prior quarterly reporting periods used for total debt to EBITDA ratio | quarter
4
Repayment of note payable to related party
185,000
Notes payable to related party
$ 370,000
$ 370,000
Subordinated Debt [Member] | Majority Shareholder [Member] | Maximum [Member]
Subordinated Debt [Abstract]
Covenant ratio of total debt to EBITDA per terms of the Revolver
5.0
5.0
Debt to EBITDA Ratio Following Certain Acquisitions As Per Terms of Revolver
5.5
5.5
Subordinated Debt [Member] | Majority Shareholder [Member] | Houston and St. Charles Terminal Services Business [Member]
Subordinated Debt [Abstract]
Proceeds from notes payable to related party
$ 160,000
Subordinated credit agreement, maturity date
Mar. 01, 2020
Subordinated credit agreement, rate at period end
1.494%
1.494%
Subordinated Debt [Member] | Majority Shareholder [Member] | Corpus Christi Terminal Services Business [Member]
Subordinated Debt [Abstract]
Proceeds from notes payable to related party
$ 395,000
Subordinated credit agreement, maturity date
Oct. 01, 2020
Subordinated credit agreement, rate at period end
1.494%
1.494%
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
$ in Thousands12 Months Ended
Principal Payments Due on Debt
2020
$ 545,000
Total debt
545,000
Capitalized Interest (Textual)
Interest costs incurred, capitalized
$ 31,000
$ 0
$ 0
$ in Thousands12 Months Ended
Future Minimum Rentals on Capital Lease Obligations
2016
$ 963
Less interest expense
(50)
Unamortized fair value adjustment
246
Capital lease obligations
$ 1,159
Lease Agreements [Member]
Capital Lease Obligations (Textual)
Expiration of capital lease agreements
Dec. 31, 2016
Duration of renewal option, debt and capital lease obligations
30 years
Duration of cancellation notice
5 years
Duration of cancellation notice, secondary
1 year
$ in Thousands12 Months Ended
Future Minimum Rentals on Operating Leases
2016
$ 8,229
2017
8,229
2018
8,186
2019
8,186
2020
8,186
Thereafter
35,588
Total minimum rental payments
76,604
Commitments and Contingencies (Textual)
Rental expense for operating leases
$ 6,700
$ 1,300
$ 1,400
$ / shares in Units, $ in Thousands
1 Months Ended
12 Months Ended
Quarterly Cash Distributions
Total quarterly distribution (per unit)
$ 0.3075
$ 0.2925
$ 0.2775
$ 0.2660
$ 0.2400
$ 0.2225
$ 0.2125
$ 0.0370
$ 1.1975
$ 0.9410
$ 0.0370
Distributions
$ 20,164
$ 18,456
$ 17,266
$ 15,829
$ 14,102
$ 13,074
$ 12,487
$ 2,174
$ 2,174
$ 78,597
$ 55,492
General Partner’s Distribution, Including Incentive Distribution Rights [Member]
Quarterly Cash Distributions
Distributions
44
5,003
1,304
General Partner Valero [Member]
Quarterly Cash Distributions
Distributions
44
1,572
1,110
General Partner IDRs [Member]
Quarterly Cash Distributions
Distributions
0
3,431
194
Limited Partner, Common and Subordinated Units [Member]
Quarterly Cash Distributions
Distributions
2,130
73,582
54,182
Common Unitholders Public [Member]
Quarterly Cash Distributions
Distributions
638
22,016
16,232
Distribution Equivalent Rights [Member]
Quarterly Cash Distributions
Distributions
0
12
6
Common Unitholder Valero [Member]
Quarterly Cash Distributions
Distributions
427
17,090
10,859
Subordinated Unitholder Valero [Member]
Quarterly Cash Distributions
Distributions
$ 1,065
$ 34,476
$ 27,091
Subsequent Event [Member]
Quarterly Cash Distributions
Total quarterly distribution (per unit)
$ 0.3200
Distributions
$ 22,711
$ / shares in Units, shares in Thousands, $ in Thousands1 Months Ended
3 Months Ended
12 Months Ended
Allocation of net income to determine net income available to limited partners:
Distributions, excluding general partner’s IDRs
$ 75,154
$ 55,292
General partner’s IDRs
3,431
194
DERs
12
6
Distributions and DERs declared
$ 2,174
78,597
55,492
Undistributed earnings, basic and diluted
53,281
Undistributed earnings, basic
3,789
Excess distributions over earnings
(133)
Net income available to limited partners – basic and diluted
2,041
$ 131,878
Net income available to limited partners – basic
$ 59,281
Net income per limited partner unit – diluted:
Weighted-average units outstanding – diluted
31,222
28,791
28,790
General Partner [Member]
Allocation of net income to determine net income available to limited partners:
Distributions, excluding general partner’s IDRs
$ 1,572
$ 1,110
General partner’s IDRs
3,431
194
DERs
0
0
Distributions and DERs declared
44
5,003
1,304
Undistributed earnings, basic and diluted
1,066
Undistributed earnings, basic
75
Excess distributions over earnings
(3)
Net income available to limited partners – basic and diluted
41
6,069
Net income available to limited partners – basic
1,379
Limited Partner, Common Units [Member]
Allocation of net income to determine net income available to limited partners:
Distributions, excluding general partner’s IDRs
39,106
27,091
General partner’s IDRs
0
0
DERs
0
0
Distributions and DERs declared
1,065
39,106
27,091
Undistributed earnings, basic and diluted
27,162
Undistributed earnings, basic
1,857
Excess distributions over earnings
(65)
Net income available to limited partners – basic and diluted
$ 1,000
$ 66,268
Net income available to limited partners – basic
28,948
Add: DERs
6
Net income available to limited partners – diluted
$ 28,954
Net income per limited partner unit – basic:
Weighted-average units outstanding – basic
28,790
Net income per limited partner unit – basic
$ 1.01
Net income per limited partner unit – diluted:
Weighted-average units outstanding – basic
28,790
Common equivalent units for restricted units
1
Weighted-average units outstanding – diluted
28,791
Net income per limited partner unit – diluted
$ 1.01
Net income per limited partner unit – basic and diluted:
Weighted-average units outstanding – basic and diluted
28,790
31,222
Net income per limited partner unit – basic and diluted
$ 0.03
$ 0.69
$ 0.51
$ 0.54
$ 0.37
$ 0.32
$ 0.30
$ 0.21
$ 0.18
$ 2.12
Restricted Units [Member]
Allocation of net income to determine net income available to limited partners:
Distributions, excluding general partner’s IDRs
$ 0
$ 0
General partner’s IDRs
0
0
DERs
12
6
Distributions and DERs declared
12
6
Undistributed earnings, basic and diluted
8
Undistributed earnings, basic
0
Net income available to limited partners – basic and diluted
20
Net income available to limited partners – basic
6
Subordinated Unitholder Valero [Member]
Allocation of net income to determine net income available to limited partners:
Distributions, excluding general partner’s IDRs
34,476
27,091
General partner’s IDRs
0
0
DERs
0
0
Distributions and DERs declared
$ 1,065
34,476
27,091
Undistributed earnings, basic and diluted
25,045
Undistributed earnings, basic
1,857
Excess distributions over earnings
(65)
Net income available to limited partners – basic and diluted
$ 1,000
$ 59,521
Net income available to limited partners – basic
28,948
Add: DERs
0
Net income available to limited partners – diluted
$ 28,948
Net income per limited partner unit – basic:
Weighted-average units outstanding – basic
28,790
Net income per limited partner unit – basic
$ 1.01
Net income per limited partner unit – diluted:
Weighted-average units outstanding – basic
28,790
Common equivalent units for restricted units
0
Weighted-average units outstanding – diluted
28,790
Net income per limited partner unit – diluted
$ 1.01
Net income per limited partner unit – basic and diluted:
Weighted-average units outstanding – basic and diluted
28,790
28,790
Net income per limited partner unit – basic and diluted
$ 0.03
$ 2.07
$ / shares in Units, $ in Thousands
12 Months Ended
Partners' Capital Roll Forward (Units)
Beginning balance
58,760,288
58,755,080
0
Units issued to Valero Energy Corporation, non-public
86,735
[1]
41,505,080
Public offering of common units
4,250,000
[2]
17,250,000
[3]
Unit-based compensation
4,443
5,208
Units issued in connection with acquisitions
3,549,605
Ending balance
66,651,071
58,760,288
58,755,080
Partners' Capital (Textual)
Contributions from Valero
$ 27,748
IPO [Member]
Partners' Capital Roll Forward (Units)
Public offering of common units
17,250,000
Partners' Capital (Textual)
Public offering, price per unit
$ 23.00
Gross proceeds from issuance of common limited partners units
$ 396,800
Offering costs
27,600
Net proceeds from issuance of common limited partner units, initial public offering
$ 369,200
Public Offering [Member]
Partners' Capital Roll Forward (Units)
Units issued to Valero Energy Corporation, non-public
86,735
Public offering of common units
4,250,000
Partners' Capital (Textual)
Public offering, price per unit
$ 46.25
Gross proceeds from issuance of common limited partners units
$ 196,600
Offering costs
7,700
Net proceeds from issuance of common limited partner units
188,900
Contributions from Valero
$ 4,000
Majority Shareholder [Member]
Partners' Capital (Textual)
Contributions from Valero
$ 27,748
$ 0
[4]
$ 0
[4]
General partner ownership interest, percentage
2.00%
Common Unitholders Public [Member]
Partners' Capital Roll Forward (Units)
Beginning balance
17,255,208
17,250,000
0
Public offering of common units
4,250,000
[2]
17,250,000
[3]
Unit-based compensation
4,443
5,208
Ending balance
21,509,651
17,255,208
17,250,000
Partners' Capital (Textual)
Contributions from Valero
$ 0
Common Unitholder Valero [Member]
Partners' Capital Roll Forward (Units)
Beginning balance
11,539,989
11,539,989
0
Units issued to Valero Energy Corporation, non-public
11,539,989
Units issued in connection with acquisitions
3,478,613
Ending balance
15,018,602
11,539,989
11,539,989
Partners' Capital (Textual)
Contributions from Valero
$ 8,898
Subordinated Unitholder Valero [Member]
Partners' Capital Roll Forward (Units)
Beginning balance
28,789,989
28,789,989
0
Units issued to Valero Energy Corporation, non-public
28,789,989
Ending balance
28,789,989
28,789,989
28,789,989
Partners' Capital (Textual)
Contributions from Valero
$ 18,063
General Partner Valero [Member]
Partners' Capital Roll Forward (Units)
Beginning balance
1,175,102
1,175,102
0
Units issued to Valero Energy Corporation, non-public
86,735
[1]
1,175,102
Units issued in connection with acquisitions
70,992
Ending balance
1,332,829
1,175,102
1,175,102
Partners' Capital (Textual)
Contributions from Valero
$ 787
[1]
Concurrent with the 2015 Offering, our general partner contributed $4.0 million in exchange for 86,735 general partner units to maintain its 2.0 percent general partner interest in the Partnership.
[2]
On November 24, 2015, we completed a public offering (the 2015 Offering) of 4,250,000 common units at a price of $46.25 per unit and received gross proceeds of $196.6 million. After deducting the underwriting discount and other offering costs totaling $7.7 million, our net proceeds were $188.9 million.
[3]
On December 16, 2013, we completed the IPO of 17,250,000 common units at a price of $23.00 per unit and received gross proceeds of $396.8 million. After deducting the underwriting discount, structuring fees, and other offering costs of $27.6 million, our net proceeds were $369.2 million.
[4]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business.
12 Months Ended
Nonvested Restricted Units Rollforward
Nonvested restricted units, beginning balance
5,208
Restricted units, granted
4,443
Nonvested restricted units, ending balance
9,651
5,208
Nonvested Restricted Units Weighted Average Grant Date Fair Value Rollforward
Weighted average grant date fair value, beginning balance | $ / shares
$ 34.575
Weighted-average grant date fair value, granted | $ / shares
40.535
Weighted average grant date fair value, ending balance | $ / shares
$ 37.319
$ 34.575
Unit-based Compensation (Textual)
Restricted units granted in period
4,443
Number of non-employee directors | independent_directors
3
3
Weighted-average grant date fair value, granted | $ / shares
$ 40.535
Unit-based compensation | $
$ 173,000
$ 68,000
Weighted average period of recognition for unrecognized compensation costs on nonvested units
33.00%
Subsequent Event [Member]
Nonvested Restricted Units Weighted Average Grant Date Fair Value Rollforward
Weighted-average grant date fair value, granted | $ / shares
$ 45.34
Unit-based Compensation (Textual)
Number of non-employee directors | independent_directors
3
Weighted-average grant date fair value, granted | $ / shares
$ 45.34
Weighted average period of recognition for unrecognized compensation costs on nonvested units
33.00%
VLP 2013 Incentive Compensation Plan [Member] | Stock Compensation Plan [Member]
Unit-based Compensation (Textual)
Number of common units available to be awarded under incentive compensation plans
2,990,349
VLP 2013 Incentive Compensation Plan [Member] | Restricted Unit [Member]
Nonvested Restricted Units Rollforward
Restricted units, granted
4,443
5,208
Unit-based Compensation (Textual)
Restricted units granted in period
4,443
5,208
Vesting date, restricted units under 2013 ICP
Jan. 20, 2017
Unrecognized unit-based compensation cost related to outstanding unvested units | $
$ 256,000
Weighted average period of recognition for unrecognized compensation costs on nonvested units
2 years
VLP 2013 Incentive Compensation Plan [Member] | Restricted Unit [Member] | Subsequent Event [Member]
Nonvested Restricted Units Rollforward
Restricted units, granted
5,958
Unit-based Compensation (Textual)
Restricted units granted in period
5,958
VLP 2013 Incentive Compensation Plan [Member] | Restricted Stock - Independent Director [Member]
Nonvested Restricted Units Rollforward
Restricted units, granted
1,481
1,736
Unit-based Compensation (Textual)
Restricted units granted in period
1,481
1,736
VLP 2013 Incentive Compensation Plan [Member] | Restricted Stock - Independent Director [Member] | Subsequent Event [Member]
Nonvested Restricted Units Rollforward
Restricted units, granted
1,986
Unit-based Compensation (Textual)
Restricted units granted in period
1,986
VLP 2013 Incentive Compensation Plan [Member] | Distribution Equivalent Rights (DER) [Member]
Unit-based Compensation (Textual)
Distribution equivalent rights (DERs) granted in period
4,443
5,208
VLP 2013 Incentive Compensation Plan [Member] | Distribution Equivalent Rights (DER) [Member] | Subsequent Event [Member]
Unit-based Compensation (Textual)
Distribution equivalent rights (DERs) granted in period
5,958
VLP 2013 Incentive Compensation Plan [Member] | Distribution Equivalent Rights (DER) - Independent Director [Member]
Unit-based Compensation (Textual)
Distribution equivalent rights (DERs) granted in period
1,481
1,736
VLP 2013 Incentive Compensation Plan [Member] | Distribution Equivalent Rights (DER) - Independent Director [Member] | Subsequent Event [Member]
Unit-based Compensation (Textual)
Distribution equivalent rights (DERs) granted in period
1,986
$ in Thousands12 Months Ended
Components of Income Tax Expense
Current U.S. state
$ 479
$ 505
$ 493
Deferred U.S. state
(228)
43
941
Income tax expense
$ 251
$ 548
[1]
$ 1,434
[1]
Income Taxes (Textual)
Statutory federal income tax rate, percent
35.00%
35.00%
35.00%
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
$ in Thousands12 Months Ended
[1]
[1]
Summary of Employee Benefit Plan Costs
Pension and postretirement costs
$ 15
$ 96
$ 993
Defined contribution plan costs
$ 13
$ 84
$ 368
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business.
$ in Thousands
12 Months Ended
Decrease (increase) in current assets:
Receivables from related party
$ (9,589)
$ 2,945
$ (6,318)
Prepaid expenses and other
95
(451)
(9)
Increase (decrease) in current liabilities:
Accounts payable
(631)
(4,778)
2,403
Accrued liabilities
636
896
158
Taxes other than income taxes
511
31
734
Deferred revenue from related party
5
39
85
Changes in current assets and current liabilities
(8,973)
(1,318)
[1]
(2,947)
[1]
Other Noncash Activities
Noncash capital contributions from Valero Energy Corporation
27,748
Cash Flows Related to Interest and Income Taxes Paid
Interest paid
5,367
899
602
Income taxes paid
441
74
493
Supplemental Cash Flow Elements (Textual)
Cash consideration paid attributed to the historical carrying value of assets acquired
390,144
80,116
[1]
0
[1]
Cash consideration paid in excess of carrying value of assets acquired
576,076
73,884
[1]
0
[1]
Majority Shareholder [Member]
Receivables from related party:
Debt issuance costs owed to related party
0
0
[2]
1,071
[2]
Offering costs owed to related party
0
0
[2]
3,223
[2]
Amounts due from related party
0
0
[2]
(5,126)
[2]
Transfer (from) to Valero for:
Noncash transfers from Valero
[2]
(5,650)
Noncash transfers to Valero
6,789
275
[2]
Other Noncash Activities
Capital expenditures included in accounts payable
(5,496)
(786)
[2]
(761)
[2]
Reduction to property and equipment, net due to capital lease obligation modification
0
0
[2]
913
[2]
Noncash capital contributions from Valero Energy Corporation
27,748
0
[2]
0
[2]
Units issued to Valero Energy Corporation in connection with acquisitions
170,000
0
[2]
0
[2]
Majority Shareholder [Member] | Indemnification Receivable [Member]
Transfer (from) to Valero for:
Noncash transfers from Valero
[2]
(85)
Noncash transfers to Valero
0
0
[2]
Majority Shareholder [Member] | Deferred Income Taxes [Member]
Transfer (from) to Valero for:
Noncash transfers from Valero
(282)
(154)
[2]
Noncash transfers to Valero
[2]
0
Majority Shareholder [Member] | Property and Equipment [Member]
Transfer (from) to Valero for:
Noncash transfers to Valero
0
0
[2]
764
[2]
Majority Shareholder [Member] | Construction-in-progress [Member]
Transfer (from) to Valero for:
Noncash transfers from Valero
[2]
$ (5,496)
$ (404)
Noncash transfers to Valero
$ 7,071
Texas Crude Systems Business [Member] | Majority Shareholder [Member]
Supplemental Cash Flow Elements (Textual)
Cash consideration paid attributed to the historical carrying value of assets acquired
$ 80,100
Cash consideration paid for assets acquired, total
154,000
Cash consideration paid in excess of carrying value of assets acquired
$ 73,900
Houston and St. Charles Terminal Services Business [Member] | Majority Shareholder [Member]
Other Noncash Activities
Units issued to Valero Energy Corporation in connection with acquisitions
$ 100,000
Supplemental Cash Flow Elements (Textual)
Cash consideration paid attributed to the historical carrying value of assets acquired
296,100
Cash consideration paid for assets acquired, total
571,200
Cash consideration paid in excess of carrying value of assets acquired
$ 275,100
Corpus Christi Terminal Services Business [Member] | Majority Shareholder [Member]
Other Noncash Activities
Units issued to Valero Energy Corporation in connection with acquisitions
$ 70,000
Supplemental Cash Flow Elements (Textual)
Cash consideration paid attributed to the historical carrying value of assets acquired
94,000
Cash consideration paid for assets acquired, total
395,000
Cash consideration paid in excess of carrying value of assets acquired
$ 301,000
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
[2]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business.
$ / shares in Units, $ in Thousands1 Months Ended
3 Months Ended
12 Months Ended
Operating revenues – related party
$ 79,456
$ 62,037
[1]
$ 60,245
[1]
$ 41,886
[1]
$ 34,182
[1]
$ 33,666
[1]
$ 31,843
[1]
$ 29,489
[1]
$ 243,624
$ 129,180
[2]
$ 124,985
[2]
Operating income (loss)
47,671
25,299
[1]
27,712
[1]
7,300
[1]
(2,775)
[1]
532
[1]
921
[1]
(717)
[1]
107,982
(2,039)
[2]
4,312
[2]
Net income
44,667
23,860
[1]
26,378
[1]
6,936
[1]
(2,907)
[1]
345
[1]
1,043
[1]
(436)
[1]
101,841
(1,955)
[2]
2,989
[2]
Net income attributable to partners
44,667
31,428
33,662
22,121
19,056
17,543
12,200
10,482
131,878
59,281
2,041
Limited partners’ interest in net income
$ 42,419
29,816
32,305
21,269
18,482
17,192
11,956
10,272
$ 125,809
$ 57,902
$ 2,000
Net income per limited partner unit – basic and diluted:
Net income per limited partner unit - basic and diluted, subordinated units
$ 2.07
$ 1.01
$ 0.03
Valero Energy Partners LP (Previously Reported) [Member]
Operating revenues – related party
$ 129,180
$ 124,985
Operating income (loss)
32,867
34,996
12,969
3,004
5,845
6,035
4,239
19,123
23,838
Net income
$ 31,428
$ 33,662
$ 12,605
$ 2,872
$ 5,658
$ 6,157
$ 4,520
19,207
22,515
Net income attributable to partners
59,281
2,041
Limited Partner, Common Units [Member]
Net income per limited partner unit – basic and diluted:
Net income per limited partner unit – basic and diluted, common units
$ 0.03
$ 0.69
$ 0.51
$ 0.54
$ 0.37
$ 0.32
$ 0.30
$ 0.21
$ 0.18
$ 2.12
Subordinated Unitholder Valero [Member]
Net income attributable to partners
$ 60,078
28,951
1,000
Net income per limited partner unit – basic and diluted:
Net income per limited partner unit – basic and diluted, common units
$ 0.03
$ 2.07
Net income per limited partner unit - basic and diluted, subordinated units
$ 0.66
$ 0.49
$ 0.54
$ 0.36
$ 0.32
$ 0.30
$ 0.21
$ 0.18
Corpus Christi Terminal Services Business [Member] | Corpus Christi Terminal Services Business [Member]
Operating revenues – related party
0
0
Operating income (loss)
$ (7,568)
$ (7,284)
$ (5,669)
$ (5,779)
$ (5,313)
$ (5,114)
$ (4,956)
(21,162)
(19,526)
Net income
$ (7,568)
$ (7,284)
$ (5,669)
$ (5,779)
$ (5,313)
$ (5,114)
$ (4,956)
(21,162)
(19,526)
Net income attributable to partners
$ 0
$ 0
[1]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business.
[2]
Financial information has been retrospectively adjusted for the acquisition of the Corpus Christi Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
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