o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
x | 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 |
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class | Name of Each Exchange on which Required | |
Common units representing limited partnership interests | New York Stock Exchange |
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board o | Other o |
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Item 4. | |||
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Item 4A. | |||
Item 5. | Operating and Financial Review and Prospects | ||
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E. | |||
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G. | |||
Item 6. | |||
A. | Directors and Senior Management | ||
B. | |||
C. | |||
D. | |||
E. | |||
Item 7. | |||
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Item 8. | |||
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Item 9. | |||
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E. |
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Item 10. | |||
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D. | |||
E. | |||
F. | |||
G. | |||
H. | |||
I. | |||
Item 11. | |||
Item 12. | |||
Part II | |||
Item 13. | |||
Item 14. | |||
Item 15. | |||
Item 16A. | |||
Item 16B. | |||
Item 16C. | |||
Item 16D. | |||
Item 16E. | |||
Item 16F. | |||
Item 16G. | |||
Item 16H. | |||
Part III | |||
Item 17. | |||
Item 18. | |||
Item 19. | |||
• | future operating or financial results and future revenues and expenses; |
• | our future financial condition and liquidity; |
• | significant interruptions in the operations of our customers; |
• | future supply of, and demand for, refined petroleum products and crude oil; |
• | our ability to renew or extend terminaling services agreements; |
• | the credit risk of our customers; |
• | our ability to retain our key customers, including Vitol; |
• | operational hazards and unforeseen interruptions, including interruptions from terrorist attacks, hurricanes, floods or severe storms; |
• | volatility in energy prices; |
• | competition from other terminals; |
• | changes in trade patterns and the global flow of oil; |
• | future or pending acquisitions of terminals or other assets, business strategy, areas of possible expansion and expected capital spending or operating expenses; |
• | the ability of our customers to obtain access to shipping, barge facilities, third party pipelines or other transportation facilities; |
• | maintenance or remediation capital expenditures on our terminals; |
• | environmental and regulatory conditions, including changes in such laws relating to climate change or greenhouse gases; |
• | health and safety regulatory conditions, including changes in such laws; |
• | costs and liabilities in managing any identified contamination at our facilities; |
• | our ability to obtain financing; |
• | restrictions in our Credit Facilities (as defined herein) and debt agreements, including expected compliance and effect of restrictive covenants in such facilities and debt agreements; |
• | fluctuations in currencies and interest rates; |
• | the adoption of derivatives legislation by Congress; |
• | our ability to retain key officers and personnel; |
• | the expected cost of, and our ability to comply with, governmental regulations and self-regulatory organization standards, as well as standard regulations imposed by our customers applicable to our business; |
• | risks associated with our international operations; |
• | compliance with the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act and other similar statutes in the countries in which we operate; |
• | risks associated with VTTI’s potential business activities involving countries, entities, and individuals subject to restrictions imposed by U.S. or other governments; |
• | tax liabilities associated with indirect taxes on the products we service; and |
• | other factors listed from time to time in the reports and other documents that we file with the SEC. |
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. | KEY INFORMATION |
A. | Selected Financial Data |
Year Ended December 31 | |||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
(in US$ millions, except per unit and operating data) | |||||||||||||||||||
Statement of Operations Data: | |||||||||||||||||||
Total revenues | $ | 312.2 | $ | 289.7 | $ | 303.2 | $ | 299.2 | $ | 257.6 | |||||||||
Total operating expenses | 182.8 | 176.1 | 190.8 | 180.1 | 157.7 | ||||||||||||||
Total other operating income | — | 9.3 | — | — | — | ||||||||||||||
Total operating income | 129.4 | 122.9 | 112.4 | 119.1 | 99.9 | ||||||||||||||
Total other expense, net | (38.9 | ) | (19.7 | ) | (31.1 | ) | (31.4 | ) | (19.6 | ) | |||||||||
Income before income tax expense | 90.5 | 103.2 | 81.3 | 87.7 | 80.3 | ||||||||||||||
Income tax expense | (17.9 | ) | (28.2 | ) | (24.4 | ) | (17.7 | ) | (14.2 | ) | |||||||||
Net income | $ | 72.6 | $ | 75.0 | $ | 56.9 | $ | 70.0 | $ | 66.1 | |||||||||
Non-controlling interest | (47.4 | ) | (52.5 | ) | (15.7 | ) | (5.5 | ) | (5.2 | ) | |||||||||
Net income attributable to owners/parents’ equity | $ | 25.2 | $ | 22.5 | $ | 41.2 | $ | 64.5 | $ | 60.9 | |||||||||
Statement of Cash Flow Data: | |||||||||||||||||||
Net cash provided by operating activities | $ | 155.9 | $ | 220.6 | $ | 134.0 | $ | 149.9 | $ | 121.1 | |||||||||
Net cash used in investing activities | (162.7 | ) | (156.0 | ) | (121.2 | ) | (84.7 | ) | (146.1 | ) | |||||||||
Net cash (used in)/provided by financing activities | (28.2 | ) | (43.2 | ) | (29.0 | ) | (51.0 | ) | 54.5 | ||||||||||
Other Financial Data: | |||||||||||||||||||
Adjusted EBITDA(1)(2) | $ | 199.8 | $ | 197.6 | $ | 184.9 | $ | 186.5 | $ | 155.4 | |||||||||
Distributions declared per unit | $ | 1.3440 | $ | 1.1474 | $ | 0.422283 | — | — | |||||||||||
Balance Sheet Data (at period end): | |||||||||||||||||||
Cash and cash equivalents | $ | 20.6 | $ | 55.9 | $ | 36.3 | $ | 54.5 | $ | 38.7 | |||||||||
Total assets | 1,480.8 | 1,551.4 | 1,612.5 | 1,656.3 | 1,584.4 | ||||||||||||||
Total liabilities | 874.9 | 877.3 | 785.4 | 1,010.6 | 880.8 | ||||||||||||||
Total partners’/owners’ equity | 605.9 | 674.1 | 827.1 | 645.7 | 703.6 | ||||||||||||||
Operating Data: | |||||||||||||||||||
Gross storage capacity, end of period (MMBbls) | 36.0 | 35.7 | 35.5 | 35.5 | 35.3 |
(1) | We define Adjusted EBITDA as net income before interest expense, income tax expense, depreciation and amortization expense, other finance expense, gain (loss) on foreign currency transactions and gain (loss) on derivative financial instruments, as further adjusted to reflect realized cash gains on forward foreign exchange contracts, non-cash disposals of property, plant and equipment, non-cash unit based compensation, and to exclude the revenues from the Phase 2 assets of our Malaysian terminal in excess of the costs incurred to operate Phase 2 which are attributable to VTTI. Revenues in excess of costs for Phase 2 assets is the identifiable revenues earned from the Phase 2 assets less allocated operational costs excluding interest, tax, depreciation and amortization. |
(2) | Historical methods of calculating Adjusted EBITDA have been revised to conform to the current period presentation. |
Year Ended December 31 | |||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
(in US$ millions, except operating data) | |||||||||||||||||||
Net Income | $ | 72.6 | $ | 75.0 | $ | 56.9 | $ | 70.0 | $ | 66.1 | |||||||||
Interest expense, including affiliates | 25.9 | 12.6 | 21.1 | 30.0 | 18.9 | ||||||||||||||
Income tax expense | 17.9 | 28.2 | 24.4 | 17.7 | 14.2 | ||||||||||||||
Depreciation and amortization | 72.6 | 68.4 | 70.7 | 67.4 | 55.5 | ||||||||||||||
Other finance expense | 2.2 | 2.5 | 5.3 | 1.0 | 0.6 | ||||||||||||||
Net loss on foreign currency transactions | 10.7 | 24.7 | 15.3 | 0.4 | 0.1 | ||||||||||||||
Loss (gain) on derivative financial instruments | 0.1 | (20.1 | ) | (10.6 | ) | — | — | ||||||||||||
Realized cash gains on forward foreign exchange contracts | 9.0 | 10.7 | 1.8 | — | — | ||||||||||||||
Non-cash PP&E disposals and write-offs | 0.8 | 0.6 | — | 0.9 | 0.6 | ||||||||||||||
Non-cash unit based compensation | 0.6 | — | — | — | — | ||||||||||||||
EBITDA attributable to ATB Phase Two Assets | (12.6 | ) | (5.0 | ) | — | — | — | ||||||||||||
Adjusted EBITDA | $ | 199.8 | $ | 197.6 | $ | 184.9 | $ | 187.4 | $ | 156.0 |
B. | Capitalization and Indebtedness |
C. | Reasons for the Offer and Use of Proceeds |
D. | Risk Factors |
• | the volumes of refined petroleum products and crude oil we handle; |
• | the terminaling services fees with respect to contracts for capacity we have in place; |
• | damage to pipelines, facilities, related equipment and surrounding properties caused by hurricanes, earthquakes, floods, fires, severe weather, explosions and other natural disasters and acts of terrorism; |
• | leaks or accidental releases of products or other materials into the environment, whether as a result of human error or otherwise; |
• | planned or unplanned shutdowns of the refineries and industrial production facilities owned by or supplying our customers; |
• | prevailing economic and market conditions; |
• | difficulties in collecting our receivables because of credit or financial problems of customers; |
• | the effects of new or expanded health, environmental and safety regulations; |
• | governmental regulation, including changes in governmental regulation of the industries in which we operate; |
• | changes in tax laws; |
• | weather conditions; and |
• | force majeure. |
• | the level of capital expenditures we make; |
• | the cost, size and frequency of acquisitions; |
• | our debt service requirements and other liabilities; |
• | fluctuations in our working capital needs; |
• | our ability to borrow funds and access capital markets; |
• | restrictions contained in debt agreements to which we are a party; and |
• | the amount of cash reserves established by our general partner. |
• | catastrophic events, including hurricanes and floods; |
• | explosion, breakage, accidents to machinery, storage tanks or facilities; |
• | environmental remediation; |
• | labor difficulties; and |
• | disruptions in the supply of products to or from our facilities, including the failure of third party pipelines or other facilities. |
• | the level of worldwide oil and gas production and any disruption of those supplies; |
• | higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline and diesel; |
• | a sustained increase in the market price of crude oil or shortage of refining capacity that leads to higher refined petroleum product prices; |
• | an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers; and |
• | the increased use of alternative fuel sources, such as ethanol, biodiesel, fuel cells and solar, electric and battery-powered engines. |
• | our competitors’ construction of new assets or redeployment of existing assets in a manner that would result in more intense competition in the markets we serve; |
• | the perception that another company may provide better service; and |
• | the availability of alternative supply points or supply points located closer to our customers’ operations. |
• | mistaken assumptions about revenues and costs, including synergies; |
• | an inability to successfully integrate the businesses we acquire; |
• | an inability to hire, train or retain qualified personnel to manage and operate our business and newly acquired assets; |
• | the assumption of unknown liabilities; |
• | limitations to warranties and indemnities from the seller; |
• | mistaken assumptions about the overall costs of equity or debt; |
• | the diversion of management’s attention from other business concerns; |
• | unforeseen difficulties operating in new product areas or new geographic areas; and |
• | customer or key employee losses at the acquired businesses. |
• | our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms; |
• | our funds available for operations, future business opportunities and cash distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt; |
• | we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and |
• | our flexibility in responding to changing business and economic conditions may be limited. |
• | incur or guarantee additional debt; |
• | make distributions on or redeem or repurchase units; |
• | make certain investments and acquisitions; |
• | make capital expenditures; |
• | abandon ongoing capital expenditures; |
• | incur certain liens or permit them to exist; |
• | enter into certain types of transactions with affiliates; |
• | merge or consolidate with another company; and |
• | transfer, sell or otherwise dispose of assets. |
• | failure to make payments; |
• | failure to comply with covenants and financial ratios; |
• | institution of insolvency or similar proceedings; and |
• | occurrence of a change of control. |
• | terrorist acts, armed hostilities, war and civil disturbances; |
• | significant governmental influence over many aspects of local economies; |
• | seizure, nationalization or expropriation of property or equipment; |
• | repudiation, nullification, modification or renegotiation of contracts; |
• | limitations on insurance coverage, such as war risk coverage, in certain areas; |
• | political unrest; |
• | foreign and U.S. monetary policy and foreign currency fluctuations and devaluations; |
• | the inability to repatriate income or capital; |
• | complications associated with repairing and replacing equipment in remote locations; |
• | import-export quotas, wage and price controls, imposition of trade barriers; |
• | U.S. and foreign sanctions or trade embargoes; |
• | regulatory or financial requirements to comply with foreign bureaucratic actions; |
• | changing taxation policies, including confiscatory taxation; |
• | other forms of government regulation and economic conditions that are beyond our control; and |
• | governmental corruption. |
• | our general partner is allowed to take into account the interests of parties other than us, such as VTTI, in resolving conflicts of interest, which has the effect of limiting its duties to our unitholders; |
• | neither our partnership agreement nor any other agreement requires VTTI to pursue a business strategy that favors us, and the directors and officers of VTTI have a fiduciary duty to make these decisions in the best interests of their interestholders. VTTI may choose to shift the focus of its investment and growth to areas not served by our assets; |
• | our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Specifically, our general partner will be considered to be acting in its individual capacity if it exercises its call right, pre-emptive rights or registration rights, consents or withholds consent to any merger or consolidation of the partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the partnership, transfers (to the extent permitted under our partnership agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the partnership; |
• | our general partner and our directors have limited their liabilities and restricted their fiduciary duties under the laws of the Marshall Islands, while also restricting the remedies available to our unitholders, and, as a result of purchasing common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by our general partner and our directors, all as set forth in the partnership agreement; |
• | except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval; |
• | 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 cash expenditures and whether a cash 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 |
• | our general partner may cause us to borrow funds in order to permit the payment of cash 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 the expiration of the subordination period; |
• | our partnership agreement permits us to distribute up to $32.0 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 incentive distribution rights; |
• | our general partner determines which costs incurred by it and its affiliates are reimbursable by us; |
• | 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 its affiliates 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% of the common units and our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of such right; |
• | our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including our general partner’s and VTTI’s obligations under the omnibus agreement; and |
• | our general partner decides whether to retain separate counsel, accountants or others to perform services for us. |
• | the amount and timing of asset purchases and sales; |
• | cash expenditures; |
• | borrowings; |
• | the issuance of additional units; and |
• | the creation, reduction or increase of reserves in any quarter. |
• | enabling our general partner or its affiliates to receive distributions on any subordinated units held by them; or |
• | accelerating the expiration of the subordination period. |
• | permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. Where our partnership agreement permits, our general partner may consider only the interests and factors that it desires, and in such cases it has no fiduciary duty or obligation to give any consideration to any interest of, or factors affecting us, our affiliates or our unitholders. Decisions made by our general partner in its individual capacity will be made by its board of directors, which are appointed by VTTI. Specifically, pursuant to our partnership agreement, our general partner will be considered to be acting in its individual capacity if it exercises its call right, preemptive rights or registration rights, consents or withholds consent to any merger or consolidation of the partnership, appoints any directors or votes for the election of any director, votes or refrains from voting on amendments to our partnership agreement that require a vote of the outstanding units, voluntarily withdraws from the partnership, transfers (to the extent permitted under our partnership agreement) or refrains from transferring its units or general partner interest or votes upon the dissolution of the partnership; |
• | provides that our general partner and our directors are entitled to make other decisions they subjectively believe are in our best interests; |
• | provides that affiliated transactions and resolutions of conflicts of interest that are approved by the conflicts committee of our board of directors or by a vote of a majority of the outstanding common units (excluding common units owned by our general partner and its affiliates) shall be deemed approved by all partners and shall not constitute a breach of our partnership agreement; and |
• | provides that neither our general partner nor our officers or our directors will be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or our officers or directors or those other persons engaged in actual fraud or willful misconduct. |
• | our existing unitholders’ proportionate ownership interest in us will decrease; |
• | the amount of cash available for distribution 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 the minimum quarterly distribution will be borne by our common unitholders will increase; |
• | 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 the common units may decline. |
• | we were conducting business in a jurisdiction but had not complied with that particular jurisdiction’s partnership statute; or |
• | your right to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business. |
• | the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into our securities, and the incurring of any other obligations; |
• | the purchase, sale or other acquisition or disposition of our securities, or the issuance of additional options, rights, warrants and appreciation rights relating to our securities; |
• | the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of our assets; |
• | the negotiation, execution and performance of any contracts, conveyances or other instruments; |
• | the distribution of our cash; |
• | the selection and dismissal of employees and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; |
• | the maintenance of insurance for our benefit and the benefit of our partners; |
• | the formation of, or acquisition of an interest in, the contribution of property to, and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity; |
• | the control of any matters affecting our rights and obligations, including the bringing and defending of actions at law or in equity, otherwise engaging in the conduct of litigation, arbitration or mediation, the incurring of legal expense and the settlement of claims and litigation; |
• | the indemnification of any person against liabilities and contingencies to the extent permitted by law; |
• | the making of tax, regulatory and other filings or the rendering of periodic or other reports to governmental or other agencies having jurisdiction over our business or assets; and |
• | the entering into of agreements with any of its affiliates to render services to us or to itself in the discharge of its duties as our general partner. |
• | arise out of or relate in any way to the partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the partnership agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us); |
• | are brought in a derivative manner on our behalf; |
• | assert a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our general partner, or owed by our general partner to us or the limited partners; |
• | owed by our general partner, to us or the limited partners; |
• | assert a claim arising pursuant to any provision of the Marshall Islands Act; or |
• | assert a claim governed by the internal affairs doctrine; |
ITEM 4. | INFORMATION ON THE PARTNERSHIP |
A. | History and Development of Partnership |
B. | Business Overview |
• | Procure long-term, fee-based, take-or-pay agreements. We are focused on generating stable and predictable cash flows by providing fee-based, take-or-pay terminaling services to our customers under long-term agreements. Contracts in our industry typically have a duration of one to four years. We do not have direct commodity price exposure because we do not own the underlying commodities being stored at our terminals and do not engage in the trading of any commodities. |
• | Pursue organic development opportunities and greenfield construction projects. Our assets are generally located in the major international supply and demand centers for refined petroleum products and crude oil and have a high degree of interconnectivity and physical integration with major refinery complexes. We will evaluate organic development opportunities to expand the capacity of our existing assets, which can be accomplished at several of our terminals without purchasing additional property. Additionally, since 2006, VTTI has designed, constructed and contracted terminal storage of approximately 34.3 million barrels through greenfield and brownfield construction. We will continue to pursue development of new terminals independently of, or in partnership with, VTTI in order to meet increasing demand for our services. |
• | Continuous enhancement of customer service to retain our competitive position. Our terminals have been constructed with our customers’ business objectives in mind. Accordingly, we strive to maximize the utilization of our terminals by providing access to multiple modes of transportation, advanced blending and loading technology and high capacity throughput and storage equipment such as tanks, pumps and berths in order to provide our customers with maximum flexibility and optionality. Furthermore, we continually seek to identify and pursue opportunities to increase our utilization, improve our operating efficiency and expand our service offerings to our customers. |
• | Maintain sound financial practices and flexibility to ensure our long-term viability. We are committed to disciplined financial practices and a balanced capital structure, which we believe will serve the long-term interests of our unitholders. We believe our conservative capital structure, when combined with our stable, fee-based cash flows, should afford us efficient access to capital markets at a competitive cost of capital. |
Terminal Location | Year Constructed/ Acquired | Products | Gross Storage Capacity (MMBbls) | # of Tanks | Maximum Draft (feet) | Connectivity | |||||
EUROPE | |||||||||||
Amsterdam, The Netherlands | 2006 | Refined Petroleum Products | 8.7 | 210 | 46 | Ship, barge, road, railroad | |||||
Rotterdam, The Netherlands(1) | 2006 | Refined Petroleum Products | 7.0 | 28 | 69 | Ship, barge, road, railroad, pipeline | |||||
Antwerp, Belgium | 2010 | Crude Oil, Refined Petroleum Products, LPG | 4.4 | 46 | 46 | Ship, barge, road, railroad, pipeline | |||||
MIDDLE EAST | |||||||||||
Fujairah, United Arab Emirates(2) | 2007 | Crude Oil, Refined Petroleum Products | 7.4 | 47 | 54 | Ship, barge, road, pipeline | |||||
ASIA | |||||||||||
Johore, Malaysia Phase One | 2012 | Refined Petroleum Products | 5.6 | 41 | 56 | Ship, barge, road | |||||
NORTH AMERICA | |||||||||||
Seaport Canaveral, United States of America | 2010 | Refined Petroleum Products | 2.9 | 24 | 39 | Ship, barge, road, pipeline | |||||
TOTAL | 36.0 | 396 |
(1) | VTTI Operating indirectly owns 90% of the economic interest in the Rotterdam terminal; SK Terminal B.V. owns the remaining 10%. |
(2) | VTTI Operating indirectly owns 90% of the economic interest in the Fujairah terminal; Fujairah Petroleum Co. owns the remaining 10%. |
Terminal Location | Year Constructed/ Acquired | Products | Gross Storage Capacity (MMBbls) | # of Tanks | Maximum Draft (feet) | Connectivity | |||||
Ventspils, Latvia (1) | 2007 | Crude Oil, Refined Petroleum Products | 7.5 | 105 | 49 | Ship, road, railroad, pipeline | |||||
Vasiliko, Cyprus (2) | 2014 | Refined Petroleum Products | 3.4 | 28 | 59 | Ship, barge, road | |||||
Fujairah, United Arab Emirates Phase 3 (3) | 2016 | Refined Petroleum Products | 2.7 | 5 | 54 | Ship, barge, road, pipeline | |||||
Buenos Aires, Argentina | 1996 | Refined Petroleum Products | 1.4 | 24 | 34 | Ship, barge, road | |||||
Nairobi, Kenya | 2012 | Refined Petroleum Products | 0.7 | 10 | 43 | Ship, barge, pipeline | |||||
Kaliningrad, Russia | 2005 | Refined Petroleum Products | 0.3 | 7 | 28 | Ship, barge, road, railroad | |||||
Lagos, Nigeria (4) | 2010 | LPG | 0.1 | 2 | 36 | Ship, barge, road | |||||
Johore, Malaysia Phase 2 (5) | 2015 | Refined Petroleum Products | 1.6 | 12 | 56 | Ship, barge, road | |||||
Cape Town, South Africa (6) | under construction | Refined Petroleum Products | 0.8 | 12 | 39 | Ship, barge, road, pipeline | |||||
TOTAL | 18.5 | 205 |
(1) | VTTI indirectly owns 49% of the economic interest in the Latvia terminal; AS Ventspils Nafta owns the remaining 51%. |
(2) | The Vasiliko terminal became operational in November 2014. |
(3) | VTTI Operating indirectly owns 90% of the economic interest in the Fujairah terminal; Fujairah Petroleum Co. owns the remaining 10%. |
(4) | VTTI indirectly owns 50% of the economic interest in the Nigeria terminal; Nigeria Industrial and Domestic Gas Company Limited owns the remaining 50%. |
(5) | Johore Malaysia Phase 2 Assets are legally owned by our subsidiary, ATB, but are currently for the economic benefit of VTTI. See Item 7 Major Unitholders and Related Party Transactions – B. Related Party Transactions. |
(6) | VTTI indirectly owns 70% of the economic interest in the Cape Town terminal, and Thebe Energy Proprietary Limited and Jicaro Proprietary Limited own the remaining 15% and 15%, respectively. |
• | Storage and Throughput Fees. Our customers pay us fixed monthly fees for storage and associated liquid throughput handling, even if the actual capacity they use or the amount of product that we receive is less than the amount reserved. Storage and throughput fees generated 90%, 92% and 90% of our revenues for the years ended December 31, 2016, 2015 and 2014, respectively. |
• | Excess Throughput, Ancillary Fees and Miscellaneous Fees. Our customers pay excess throughput fees if the actual product handled is more than the amount agreed in the contract and pay us additional fees for ancillary services such as mixing, blending, heating and transferring products between our tanks or to rail or truck. We also receive other miscellaneous fees from time to time, such as revenue from harbor fee sharing arrangements with local port |
• | force majeure provisions which specify that we will not be required to fulfill our obligations during and after events such as natural disasters, strikes, wars, and any other circumstances that we could not reasonably have avoided, prevented or forestalled; |
• | rights to inspect the tanks, infrastructure and customer product and perform maintenance and repair operations; |
• | limitations of liability that specify amongst others that we are not liable for any damage to or loss of goods before those goods are at the premises or after the goods have left the premises; and |
• | liability thresholds and caps which limit our liability in general. |
C. | Organizational Structure |
ITEM 4A. | UNRESOLVED STAFF COMMENTS |
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
• | We consolidate VTTI Operating’s financial results. We own 51.0% of the profit shares and 51% of the voting shares of VTTI Operating. Since we control VTTI Operating’s assets and operations through our majority voting interest, our financial statements consolidate all of VTTI Operating’s financial results with ours in accordance with U.S. GAAP and VTTI’s 49.0% interest is reflected as a non-controlling interest. |
• | The assets of VTTI Operating will change over time. Our consolidated and combined carve-out financial statements reflect changes in the size and composition of VTTI Operating’s terminals. We expect VTTI Operating’s terminaling assets to continue to change over time. |
• | Our ownership interest in VTTI Operating may change. Pursuant to an omnibus agreement with VTTI, we have the right of first offer to purchase VTTI’s remaining interest in VTTI Operating. At the time of our IPO we owned 36.0% of the economic interests in VTTI Operating. In July 2015 and September, 2016, we acquired an additional 6.6% and 8.4% economic interest, respectively. |
• | Our historical results of operations are affected by fluctuations in currency exchange rates. A portion of our revenue is received and costs, including capital expenditures, are incurred in currencies other than the U.S. dollar. The revenues we receive and costs incurred from our operations in the Netherlands and in Belgium are denominated in Euro. See “Note 18. Revenue by Service and Geographical Location” to our consolidated and combined carve-out financial statements for further information on revenues by geographic location. |
• | We incur additional general and administrative expenses as a result of being a publicly traded limited partnership. We are currently incurring and will continue to incur general and administrative expenses related to being a publicly traded limited partnership that we have not previously incurred, including costs amongst others associated with regulatory compliance, annual and interim reporting to unitholders, tax return preparation, investor relations, audit fees, legal fees, incremental director and officer liability insurance costs and directors’ compensation. |
• | We may enter into different financing agreements. Our Credit Facilities, $75 Million Related Party Loan and Senior Unsecured Notes may not be representative of the financing agreements that will be in place in the future. |
• | revenues derived from (1) storage and throughput fees and (2) excess throughput, ancillary fees and other miscellaneous revenues; |
• | our operating and selling, general and administrative expenses; and |
• | our Adjusted EBITDA. |
• | Storage and Throughput Fees. Our customers pay us fixed monthly fees for storage and associated liquid throughput handling, even if the actual capacity they use or the amount of product that we receive is less than the amount reserved. |
• | Excess Throughput, Ancillary Fees and other Miscellaneous Fees. Our customers pay excess throughput fees if the actual product handled is more than the amount agreed in the contract and pay us additional fees for ancillary services such as mixing, blending, heating and transferring products between our tanks or to rail or truck or other miscellaneous fees and revenues. |
• | Persuasive Evidence of an Arrangement Exists. Our customary practices are to enter into a written contract, executed by both us and the customer or to obtain other written correspondence that represents a legally binding arrangement. |
• | Service is Provided. We consider services provided when the refined petroleum products and crude oil are shipped through, delivered by or stored in our pipelines, terminals and storage facilities, as applicable. |
• | Fixed or Determinable Fee. We negotiate the fees for our services at the outset of our fee-based agreements. Under certain contracts, the fees are due in advance on the first of the month. For other agreements, the amount of revenue is determinable after services are provided and volumes handled can be measured. |
• | Collection is Deemed Probable. Collectability is evaluated on a customer-by-customer basis. We conduct a credit review for all customers at the inception of a new agreement to determine the creditworthiness of potential and existing customers. Collection is deemed probable if we expect that the customer will be able to pay amounts under the agreement as payments become due. If we determine that collection is not probable, revenues are deferred and recognized upon cash collection. |
Year Ended December 31 | |||||||
2016 | 2015 | ||||||
(in US$ millions) | |||||||
Revenues: | |||||||
Storage and throughput fees | $ | 282.4 | $ | 265.9 | |||
Excess throughput and ancillary fees | 29.8 | 23.8 | |||||
Total revenues | 312.2 | 289.7 | |||||
Operating costs and expenses: | |||||||
Operating costs | 80.2 | 76.2 | |||||
Depreciation and amortization | 72.6 | 68.4 | |||||
Selling, general and administrative | 29.2 | 30.9 | |||||
Loss on disposal of property, plant and equipment | 0.8 | 0.6 | |||||
Total operating expenses | 182.8 | 176.1 | |||||
Other operating income | — | 9.3 | |||||
Total operating income | 129.4 | 122.9 | |||||
Other income (expense): | |||||||
Interest expense, including affiliates | (25.9 | ) | (12.6 | ) | |||
Other expenses | (13.0 | ) | (7.1 | ) | |||
Total other expense, net | (38.9 | ) | (19.7 | ) | |||
Income before income tax expense | 90.5 | 103.2 | |||||
Income tax expense | (17.9 | ) | (28.2 | ) | |||
Net Income | $ | 72.6 | $ | 75.0 |
Operating Costs Years Ended December 31, | |||||||
2016 | 2015 | ||||||
(in US$ millions) | |||||||
Operating costs | |||||||
Labor | $ | 32.3 | $ | 32.1 | |||
Utilities | 5.7 | 5.7 | |||||
Repairs and maintenance | 14.2 | 14.0 | |||||
Leases | 13.0 | 12.6 | |||||
Other costs | 15.0 | 11.8 | |||||
Total operating costs | $ | 80.2 | $ | 76.2 |
Year Ended December 31 | |||||||
2015 | 2014 | ||||||
(in US$ millions) | |||||||
Revenues: | |||||||
Storage and throughput fees | $ | 265.9 | $ | 273.8 | |||
Excess throughput and ancillary fees | 23.8 | 29.4 | |||||
Total revenues | 289.7 | 303.2 | |||||
Operating costs and expenses: | |||||||
Operating costs | 76.2 | 92.9 | |||||
Depreciation and amortization | 68.4 | 70.7 | |||||
Selling, general and administrative | 30.9 | 27.2 | |||||
Loss on disposal of property, plant and equipment | 0.6 | — | |||||
Total operating expenses | 176.1 | 190.8 | |||||
Other operating income | 9.3 | — | |||||
Total operating income | 122.9 | 112.4 | |||||
Other income (expense): | |||||||
Interest expense, including affiliates | (12.6 | ) | (21.1 | ) | |||
Other expenses | (7.1 | ) | (10.0 | ) | |||
Total other expense, net | (19.7 | ) | (31.1 | ) | |||
Income before income tax expense | 103.2 | 81.3 | |||||
Income tax expense | (28.2 | ) | (24.4 | ) | |||
Net Income | $ | 75.0 | $ | 56.9 |
Operating Costs Years Ended December 31, | |||||||
2015 | 2014 | ||||||
(in US$ millions) | |||||||
Operating costs | |||||||
Labor | $ | 32.1 | $ | 37.8 | |||
Utilities | 5.7 | 7.9 | |||||
Repairs and maintenance | 14.0 | 17.1 | |||||
Leases | 12.6 | 13.7 | |||||
Other costs | 11.8 | 16.4 | |||||
Total operating costs | $ | 76.2 | $ | 92.9 |
• | Lower net expense from interest rate derivatives of $9.4 million consisting of lower realized losses of $5.3 million as the prior year included termination payments for the cancellation of certain contracts and an unrealized gain of $4.1 million on outstanding interest rate derivative contracts; |
• | Lower other finance expenses of $2.8 million due to the absence of the write-off of prepaid finance fees which occurred in 2014; and |
• | Increased net losses from foreign exchange of $9.4 million due to the revaluation of foreign currency transactions. |
B. | Liquidity and Capital Resources |
• | $75 million 4.53% Series A Senior Unsecured Notes due December 15, 2022; |
• | $72 million 4.87% Series B Senior Unsecured Notes due December 15, 2025; |
• | $98 million 4.97% Series C Senior Unsecured Notes due December 15, 2027; |
• | €50 million 2.5% Series D Senior Unsecured Notes due December 15, 2022; and |
• | €130 million 2.86% Series E Senior Unsecured Notes due December 15, 2025. |
• | maintenance capital expenditures, which are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain and extend our long-term operating capacity or operating income; or |
• | expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating capacity or operating income over the long term. |
Twelve Months Ended December 31, 2016 | Twelve Months Ended December 31, 2015 | ||||||
(in US$ millions) | |||||||
Maintenance capital expenditures | $ | 24.0 | $ | 18.2 | |||
Expansion capital expenditures (1) | 42.5 | 62.8 | |||||
Total | $ | 66.5 | $ | 81.0 |
C. | Research and Development, Patents and Licenses, Etc. |
D. | Trend Information |
E. | Off-balance Sheet Arrangements |
F. | Tabular Disclosure of Contractual Obligations |
Payments Due by Period | ||||||||||||||
Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | ||||||||||
(in US$ millions) | ||||||||||||||
Debt obligations—non-affiliates | 556.9 | — | 122.2 | — | 434.7 | |||||||||
Debt obligations—affiliates (1)(2) | 141.9 | 6.0 | 14.0 | 92.5 | 29.4 | |||||||||
Operating lease obligations | 137.6 | 14.3 | 21.7 | 21.9 | 79.7 | |||||||||
Capital commitments | 6.9 | 6.8 | 0.1 | — | — | |||||||||
Pension obligations | 9.9 | 0.5 | 0.9 | 0.6 | 7.9 | |||||||||
Environmental obligations | 18.0 | 1.3 | 4.0 | 2.7 | 10.0 | |||||||||
Total | 871.2 | 28.9 | 162.9 | 117.7 | 561.7 |
(1) | Included in this amount is $66.9 million related to a shareholder loan with VTTI for the construction of ATB Phase 2. Payment amounts excludes interest which accrues at LIBOR plus 3.5%. See Item 7, Major Unitholders and Related Party Transactions – B. Related Party Transactions. |
(2) | Included in this amount is $75.0 million related to a shareholder loan with VTTI for the acquisition of an additional 6.6% interest in VTTI Operating. Payment amounts exclude interest which accrues at LIBOR plus 3.5%. See Item 7, Major Unitholders and Related Party Transactions – B. Related Party Transactions. |
G. | Safe Harbor |
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Name | Age | Position with our General Partner | |||
Mr. Robert Nijst | 52 | Chief Executive Officer | |||
Mr. Robert Abbott | 38 | Chief Financial Officer | |||
Mr. Rubel Yilmaz | 45 | Head of Business Development and Strategy | |||
Mr. Christopher Paul Bake | 53 | Chairman of the Board of Directors | |||
Mr. Ian Farmer | 55 | Director | |||
Mr. Javed Ahmed | 47 | Director | |||
Mr. Keith E. St. Clair | 60 | Director | |||
Mr. Khalid A. Muslih | 46 | Director | |||
Mr. Paul Govaart | 69 | Director | |||
Mr. Thomas Leaver | 65 | Director |
ITEM 7. | MAJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS |
Common Units Beneficially Owned | Subordinated Units Beneficially Owned | Percentage of Total Common and Subordinated Units Beneficially Owned | |||||||||||
Name of Beneficial Owner | Number | Percent | Number | Percent | |||||||||
VTTI MLP Partners B.V. (1) | 1,896,056 | 7.3 | 20,125,000 | 100.0 | % | 46.8 | % | ||||||
Goldman Sachs Asset Management, L.P. / GS Investment Strategies, LLC (2) | 2,881,999 | 11.1 | — | — | 6.10 | % | |||||||
Harvest Fund Advisors LLC | 2,835,877 | 10.9 | — | — | 6.00 | % | |||||||
Salient Capital Advisors, LLC | 2,791,230 | 10.7 | — | — | 5.90 | % | |||||||
Investment advisors affiliated with Waddell & Reed Financial Inc. (3) | 2,108,502 | 8.1 | — | — | 4.50 | % | |||||||
Kayne Anderson Capital Advisors, L.P. / Richard A. Kayne (4) | 1,805,589 | 7.0 | — | — | 3.80 | % | |||||||
Tortoise Capital Advisors, LLC | 1,695,760 | 6.5 | — | — | 3.60 | % | |||||||
Clearbridge Investments, LLC | 1,280,066 | 4.9 | — | — | 2.70 | % |
• | certain defects in title to the assets contributed to us and any failure to obtain, prior to the time they were contributed to us (or as soon as reasonably practicable thereafter), certain consents, licenses, permits and approvals necessary to own or operate the assets contributed to us; |
• | events and conditions associated with assets retained by VTTI and VTTI MLP Partners B.V.; |
• | certain tax liabilities attributable to the operation of the assets contributed to us prior to the time they were contributed; and |
• | the ownership, development, construction, operation or transfer of the assets relating to the second phase of our Johore terminal. |
Terminal | Country | Omnibus Agreement Guarantee Period Expiration | New Terminaling Services Agreement Expiration | Capacity (MMBbls) |
Amsterdam | Netherlands | June 2019 | December 2019 | 2.9 |
Antwerp | Belgium | June 2017 | December 2018 | 2.3 |
Rotterdam | Netherlands | June 2019 | September 2019 | 5.1 |
Seaport Canaveral | US | June 2017 | March 2019 | 2.8 |
Fujairah | UAE | June 2019 | June 2019 | 7.4 |
20.5 |
• | there is a change of control of us or our general partner; |
• | a receiver is appointed for all or substantially all of our property; |
• | an order is made to wind up our partnership; |
• | a final judgment, order or decree that materially and adversely affects our ability to perform the agreement is obtained or entered and not vacated, discharged or stayed; or |
• | we make a general assignment for the benefit of our creditors, file a petition in bankruptcy or liquidation or commence any proceedings for a reorganization or arrangement of debts, dissolution or liquidation. |
• | bookkeeping, audit and accounting services: assistance with the maintenance of our corporate books and records, assistance with the preparation of our tax returns and arranging for the provision of audit and accounting services; |
• | legal and insurance services: arranging for the provision of legal, insurance and other professional services and maintaining our existence and good standing in necessary jurisdictions; |
• | administrative and clerical services: assistance with office space, arranging meetings for our common unitholders pursuant to the partnership agreement, arranging the provision of IT services, providing all administrative services required for subsequent debt and equity financings and attending to all other administrative matters necessary to ensure the professional management of our business; |
• | banking and financial services: providing cash management including assistance with preparation of budgets, overseeing banking services and bank accounts, arranging for the deposit of funds and monitoring and maintaining compliance therewith; |
• | advisory services: assistance in complying with United States and other relevant securities laws; |
• | client and investor relations: arranging for the provision of, advisory, clerical and investor relations services to assist and support us in our communications with our common unitholders; and |
• | assistance with the integration of any acquired businesses. |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
IT and IT related services | 2.6 | 2.6 | 3.0 | |||||
HSE services | 0.1 | 0.1 | 0.1 | |||||
HR services | 9.7 | 10.4 | 11.8 | |||||
Interest expense | 6.3 | 4.4 | 13.5 | |||||
Guarantee commission | — | 0.1 | — | |||||
Share in governance and stewardship VTTI | 4.3 | 4.7 | 4.6 | |||||
Long Term Incentive Plan | — | — | 3.3 | |||||
Other general and administrative expenses | 2.9 | 3.1 | 3.0 | |||||
Total related party expenses | 25.9 | 25.4 | 39.3 |
C. | Interests of Experts and Counsel |
ITEM 8. | FINANCIAL INFORMATION |
A. | Consolidated Statements and Other Financial Information |
• | Our unitholders have no contractual or other legal right to receive distributions other than the obligation under our partnership agreement to distribute available cash on a quarterly basis, which is subject to the broad discretion of our general partner to establish reserves and other limitations. |
• | We are subject to restrictions on distributions under the financing agreements relating to our Credit Facilities and our Senior Unsecured Notes. Our financing agreements contain material financial tests and covenants that must be satisfied in order to pay distributions. If we are unable to satisfy the restrictions included in any of our financing agreements or are otherwise in default under any of those agreements, as a result of our debt levels or otherwise, we will not be able to make cash distributions to you, notwithstanding our stated cash distribution policy. These financial tests and covenants are described in “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.” |
• | Although our partnership agreement requires us to distribute all of our available cash, our partnership agreement, including provisions contained therein requiring us to make cash distributions, may be amended. During the subordination period, with certain exceptions, our partnership agreement may not be amended without the approval of non-affiliated common unitholders. After the subordination period has ended, our partnership agreement can be amended with the approval of a majority of the outstanding common units. VTTI indirectly beneficially owns all of our subordinated units outstanding as of December 31, 2016 and 2015. |
• | Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms of our partnership agreement. |
• | Under Section 51 of the Marshall Islands Act, we may not make a distribution to you if the distribution would cause our liabilities, other than liabilities to partners on account of their partnership interest and liabilities for which the recourse of creditors is limited to specified property of ours, to exceed the fair value of our assets, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in our assets only to the extent that the fair value of that property exceeds that liability. |
• | We may lack sufficient cash to pay distributions to our unitholders due to decreases in total operating revenues, decreases in storage rates, increases in operating or general and administrative expenses, principal and interest payments on outstanding debt, taxes, working capital requirements, maintenance and replacement capital expenditures or anticipated cash needs. See “Item 3. Key Information—Risk Factors” for a discussion of these factors. |
Total Quarterly Distribution Target Amount | Marginal Percentage Interest in Distributions | |||||||||
Unitholders | General Partner | Holders of IDRs | ||||||||
Minimum Quarterly Distribution | $0.2625 | 98.0 | % | 2.0 | % | 0 | % | |||
First Target Distribution | up to $0.301875 | 98.0 | % | 2.0 | % | 0 | % | |||
Second Target Distribution | above $0.301875 up to $0.328125 | 85.0 | % | 2.0 | % | 13.0 | % | |||
Third Target Distribution | above $0.328125 up to $0.393750 | 75.0 | % | 2.0 | % | 23.0 | % | |||
Thereafter | above $0.393750 | 50.0 | % | 2.0 | % | 48.0 | % |
Amount declared and paid per unit ($) | Amount declared and paid ($m) | ||||||||
Period in respect of | General Partner | Common units | Subordinated units | Incentive Distribution rights | General Partner | Common units | Subordinated units | Incentive distribution rights | Total |
Q3 2014 (1) | 0.159783 | 0.159783 | 0.159783 | — | 0.1 | 3.25 | 3.25 | — | 6.6 |
Q4 2014 | 0.2625 | 0.2625 | 0.2625 | — | 0.1 | 5.3 | 5.3 | — | 10.7 |
Q1 2015 | 0.2719 | 0.2719 | 0.2719 | — | 0.2 | 5.5 | 5.5 | — | 11.2 |
Q2 2015 | 0.2815 | 0.2815 | 0.2815 | — | 0.2 | 5.7 | 5.7 | — | 11.6 |
Q3 2015 | 0.2925 | 0.2925 | 0.2925 | — | 0.2 | 5.9 | 5.9 | — | 12.0 |
Q4 2015 | 0.3015 | 0.3015 | 0.3015 | — | 0.2 | 6.1 | 6.1 | — | 12.4 |
Q1 2016 | 0.31085 | 0.31085 | 0.31085 | — | 0.3 | 6.3 | 6.3 | — | 12.8 |
Q2 2016 | 0.3204 | 0.3204 | 0.3204 | — | 0.3 | 6.5 | 6.4 | — | 13.2 |
Q3 2016 | 0.3281 | 0.3281 | 0.3281 | — | 0.3 | 8.4 | 6.6 | 0.2 | 15.5 |
Q4 2016 (2) | 0.3360 | 0.3360 | 0.3360 | — | 0.3 | 8.6 | 6.8 | 0.3 | 16.0 |
(1) | The distribution was prorated for the period beginning August 6, 2014, the closing date of our IPO, and ending on September 30, 2014, and was equivalent to our minimum quarterly distribution of $0.2625 per outstanding unit. |
(2) | The Q4 2016 distribution was paid subsequent to December 31, 2016 on February 14, 2017. |
B. | Significant Changes |
ITEM 9. | THE OFFER AND LISTING |
A. | Offer and Listing Details |
High | Low | ||||
Year ended December 31, 2016 | 21.74 | 14.80 | |||
Year ended December 31, 2015 | 28.20 | 16.33 | |||
Year ended December 31, 2014 (1) | 27.58 | 20.26 | |||
First quarter 2017 | 19.40 | 16.28 | |||
Fourth quarter 2016 | 19.39 | 15.40 | |||
Third quarter 2016 | 21.48 | 17.66 | |||
Second quarter 2016 | 21.74 | 17.98 | |||
First quarter 2016 | 21.74 | 14.80 | |||
Fourth quarter 2015 | 21.46 | 16.33 | |||
Third quarter 2015 | 26.06 | 17.97 | |||
Second quarter 2015 | 28.01 | 23.60 | |||
First quarter 2015 | 28.20 | 20.09 | |||
Fourth quarter 2014 | 26.58 | 20.84 | |||
Third quarter 2014 (2) | 27.58 | 20.26 | |||
Month ended April 30, 2017 (3) | 19.20 | 18.65 | |||
Month ended March 31, 2017 | 19.40 | 18.30 | |||
Month ended February 28, 2017 | 19.25 | 18.00 | |||
Month ended January 31, 2017 | 18.80 | 16.28 | |||
Month ended December 31, 2016 | 18.10 | 15.40 | |||
Month ended November 30, 2016 | 18.20 | 16.25 | |||
Month ended October 31, 2016 | 19.39 | 17.00 | |||
Month ended September 30, 2016 | 19.27 | 17.66 | |||
Month ended August 31, 2016 | 21.45 | 18.14 | |||
Month ended July 31, 2016 | 21.48 | 19.12 | |||
Month ended June 30, 2016 | 21.74 | 17.98 | |||
Month ended May 31, 2016 | 20.76 | 18.47 | |||
Month ended April 30, 2016 | 20.78 | 18.25 | |||
Month ended March 31, 2016 | 19.91 | 17.20 | |||
Month ended February 29, 2016 | 18.72 | 14.99 | |||
Month ended January 31, 2016 | 21.74 | 14.80 | |||
Month ended December 31, 2015 | 21.04 | 16.33 | |||
Month ended November 30, 2015 | 21.13 | 18.70 | |||
Month ended October 31, 2015 | 21.46 | 18.72 |
(1) | Includes the period from August 1, 2014, the date on which the Partnership’s common units began trading on the NYSE, through December 31, 2014. |
(2) | Includes the period from August 1, 2014, the date on which the Partnership’s common units began trading on the NYSE, through September 30, 2014. |
(3) | Includes the period from April 1, 2017 through April 27, 2017. |
C. | Markets |
D. | Selling Unitholders |
E. | Dilution |
F. | Expenses of the Issue |
ITEM 10. | ADDITIONAL INFORMATION |
A. | Unit Capital |
B. | Memorandum and Articles of Association |
C. | Material Contracts |
1. | Contribution, Conveyance and Assumption Agreement, dated as of August 6, 2014, by and among VTTI B.V., VTTI MLP Partners B.V., VTTI Energy Partners GP LLC, VTTI Energy Partners LP, VTTI MLP Holdings Ltd and VTTI MLP B.V. See “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Contribution Agreement.” |
2. | Omnibus Agreement, dated as of August 6, 2014, among VTTI B.V., VTTI MLP Partners B.V., VTTI Energy Partners GP LLC, VTTI Energy Partners LP, VTTI MLP Holdings Ltd, VTTI MLP B.V. and, solely for the purposes of Article V, Vitol Holding B.V. and MISC Berhad. See “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Omnibus Agreement.” |
3. | First Amendment to the Omnibus Agreement, dated November 9, 2015, between VTTI B.V. VTTI Energy Partners LP, VTTI Energy Partners GP LLC, VTTI MLP Partners B.V. VTTI MLP Holdings Ltd, VTTI MLP B.V. Vitol Holding B.V. and MISC Berhad. See Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Omnibus Agreement." |
4. | Administrative Services Agreement, dated as of August 6, 2014, by and between VTTI Energy Partners GP LLC, VTTI Energy Partners LP and VTTI MLP Holdings Ltd. See “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Administrative Services Agreement and Secondment Agreement.” |
5. | First Amendment to the Administrative Services Agreement, dated as of January 12, 2017, by and between VTTI Energy Partners GP LLC, VTTI Energy Partners LP and VTTI MLP Holdings Ltd. See “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Administrative Services Agreement and Secondment Agreement.” |
6. | Secondment Agreement, dated as of August 6, 2014, by and between VTTI MLP Services Ltd and VTTI MLP Holdings Ltd. See “Item 7. Major Unitholders and Related Party Transactions—Related Party Transactions—Administrative Services Agreement and Secondment Agreement.” |
7. | Facility Agreement, dated as of June 26, 2014, among VTTI MLP B.V., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Labuan Branch, BNP Paribas, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, The Hong Kong and Shanghai Banking Corporation Limited, ING Bank N.V., Oversea Chinese Banking Corporation Limited, London Branch, Société and Sumitomo Mitsui Banking Corporation, Singapore Branch, as Joint Lead Arrangers, and the lenders party thereto See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities—VTTI Operating Revolving Credit Facility.” |
8. | Amendment to Facility Agreement, dated as of December 2, 2014, by and between VTTI MLP B.V. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—VTTI Operating Revolving Credit Facility." |
9. | Second Amendment to Facility Agreement, dated as of January 26, 2015, by and between VTTI MLP B.V. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—VTTI Operating Revolving Credit Facility." |
10. | Accordion Commitment Notice to Facility Agreement, dated as of March 18, 2015 from VTTI MLP B.V. to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—VTTI Operating Revolving Credit Facility," |
11. | Guarantee Confirmation Deed to Facility Agreement, dated as of March 18, 2015, by and among VTTI MLP B.V., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International and the guarantors party thereto. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—VTTI Operating Revolving Credit Facility. |
12. | Amendment Letter to the Facility Agreement, dated September 17, 2015, among VTTI MLP B.V., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—VTTI Operating Revolving Credit Facility." |
13. | Shareholder Loan Agreement, dated as of July 8, 2014, between ATT Tanjung Bin Sdn Bhd and VTTI B.V. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—Johore Facility and ATB Phase 2 Facility." |
14. | Shareholder Support Undertaking Relating to the Phase 2 Project, dated as of July 8, 2014, among ATT Tanjung Bin Sdn Bhd, VTTI B.V. and VTTI MLP B.V. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—Johore Facility and ATB Phase 2 Facility." |
15. | MLP Loan Agreement, dated as of July 18, 2014 between VTTI Energy Partners LP and VTTI B.V. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—MLP Loan Agreement." |
16. | Purchase and Sale Agreement, dated June 30, 2015, between VTTI MLP Partners B.V. and VTTI MLP Holdings Ltd. Pursuant to the Purchase and Sale Agreement, the Partnership acquired an additional 6.6% economic interest in VTTI Operating in consideration for the $75 Million Related Party Loan. The Purchase and Sale Agreement contained customary representations, warranties and covenants of VTTI MLP Partners B.V. and VTTI MLP Holdings Ltd. VTTI MLP Partners B.V., on the one hand, and VTTI MLP Partners B.V., on the other, agreed to indemnify each other and their respective affiliates against certain losses resulting from any breach of their representations, warranties or covenants contained in the Purchase and Sale Agreement, subject to certain limitations and survival periods. |
17. | VTTI MLP B.V. Note Purchase Agreement, dated December 15, 2015. See "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Credit Facilities and Debt Arrangements—Senior Unsecured Notes." |
18. | Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of September 17, 2010, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
19. | Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of March 26, 2012, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
20. | First Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of April 28, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
21. | Second Amendment to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of April 28, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
22. | Third Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of June 26, 2015 between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
23. | Fourth Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of November 9, 2015 between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
24. | Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of August 15, 2010, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
25. | First Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of July 2, 2014, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
26. | Second Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of April 28, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
27. | Third Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of June 24, 2015 between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
28. | Fourth Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of November 9, 2015 between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
29. | Term Storage Agreement 2015-01 for the Storage and Handling of Gasoil, dated as of January 1, 2015 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
30. | First Amendment Agreement to the Term Storage Agreement 2015-01 for the Storage and Handling of Gasoil, dated as of March 26, 2015 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
31. | Second Amendment Agreement to the Term Storage Agreement 2015-01 for the Storage and Handling of Gasoil, dated as of November 9, 2015 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
32. | Term Storage Agreement 2015-02 for the Storage and Handling of Gasoil, dated as of July 1, 2015 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
33. | Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of January 1, 2011, between EuroTank Amsterdam B.V. and Vitol SA. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
34. | First Amendment Agreement to the Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of October 10, 2012 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
35. | Second Amendment Agreement to the Storage and Handling Contract V. Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of January 1, 2013 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
36. | Third Amendment Agreement to the Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of April 7, 2014 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
37. | Fourth Amendment Agreement to the Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of November 9, 2015 between Eurotank Amsterdam B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
38. | Term Storage Agreement 2015-VB for the Storage and Handling of Crude Oil, Condensate and Petroleum Products, dated as of October 26, 2015 between VTTI Fujairah Ltd Fzc and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
39. | Term Storage Agreement 2009-1, dated December 15, 2009, between ATT Tanjung Bin Sdn. Bhd. And Vitol Asia Pte Ltd. See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
40. | First Amendment Agreement to the Term Storage Agreement 2009-01, dated September 15, 2010, between ATT Tanjung Bin Sdn. Bhd. And Vitol Asia Pte Ltd. See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
41. | Second Amendment Agreement to the Term Storage Agreement 2009-01, dated February 18, 2011, between ATT Tanjung Bin Sdn. Bhd. And Vitol Asia Pte Ltd.See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
42. | Third Amendment Agreement to the Term Storage Agreement 2009-01, dated January 21, 2013 between ATT Tanjung Bin Sdn. Bhd. And Vitol Asia Pte Ltd. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
43. | Storage Contract 2011-09 for the Storage and Handling of Jet and Jet Components, dated as of September 30, 2011 between Euro Tank Terminal B.V. and Vitol S.A See "Item 4. Information on the Partnership—Business Overview—Contracts." |
44. | Second Amendment Agreement to the Storage Contract 2011-09 for the Storage and Handling of Jet and Jet Components, dated as of November 9, 2015 between Euro Tank Terminal B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
45. | Storage Contract 2011-10 for the Storage and Handling of Gasoil, dated as of September 30, 2011, between Euro Tank Terminal BV and Vitol S.A.See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
46. | Second Amendment Agreement to the Storage Contract 2011-10 for the Storage and Handling of Gasoil, dated as of November 9, 2015 between Euro Tank Terminal B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
47. | Storage Contract 2011-13 for the Storage and Handling of Gasoil, dated as of September 29, 2011 between Euro Tank Terminal B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
48. | First Amendment Agreement to the Storage Contract 2011-13 for the Storage and Handling of Gasoil, dated as of November 9, 2015 between Euro Tank Terminal B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
49. | Storage Contract 2014-1 for the Storage and Handling of Fuel Oil, dated as of October 1, 2014, between Euro Tank Terminal BV and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
50. | First Amendment Agreement to the Term Storage Agreement 2014-01 for the Storage and Handling of Fuel Oil, dated as of January 3, 2015, between Euro Tank Terminal BV and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
51. | Third Amendment Agreement to the Storage Contract 2014-01 for the Storage and Handling of Fuel Oil, dated as of November 9, 2015 between Euro Tank Terminal B.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
52. | Term Storage Agreement 2016-01 for the Storage and Handling of Gasoil, dated as of February 1, 2016, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
53. | Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated February 1, 2010 between Seaport Canaveral, Corp. and Vitol Inc. See “Item 4. Information on the Partnership—Business Overview—Contracts.” |
54. | Amendment Agreement to the Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated as of March 1, 2015, between Seaport Canaveral, Corp. and Vitol Inc. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
55. | Second Amendment Agreement to the Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated as of November 9, 2015 between Seaport Canaveral Corp. and Vitol Inc. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
56. | Third Amendment Agreement to the Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated as of September 6, 2016, between Seaport Canaveral Corp. and Vitol Inc. See "Item 4. Information on the Partnership—Business Overview—Contracts." |
D. | Exchange Controls |
E. | Taxation |
• | an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes), |
• | a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia, |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source, or |
• | a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes. |
• | at least 75% of our gross income (including the gross income of our subsidiaries) for such taxable year consists of passive income (e.g., dividends, interest, capital gains from the sale or exchange of investment property and rents derived other than in the active conduct of a rental business); or |
• | at least 50% of the average value of the assets held by us (including the assets of our subsidiaries) during such taxable year produce, or are held for the production of, passive income. |
• | the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common units; |
• | the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income; and |
• | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
• | fails to provide an accurate taxpayer identification number; |
• | is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or |
• | in certain circumstances, fails to comply with applicable certification requirements. |
• | such holders do not use or hold and are not deemed or considered to use or hold their common units in the course of carrying on a trade, profession or vocation in the United Kingdom; and |
• | such holders do not have a branch or agency or permanent establishment in the United Kingdom to which such common units are used, held or acquired. |
F. | Dividends and Paying Agents |
H. | Documents on Display |
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. | CONTROLS AND PROCEDURES |
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. | CODE OF ETHICS |
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Fees | 2016 | 2015 | |||||
Audit fees | $ | 891,353 | $ | 711,850 | |||
Audit-related fees | 66,600 | — | |||||
Tax fees | — | — | |||||
All other fees | — | — | |||||
Total fee | $ | 957,953 | $ | 711,850 |
(1) | Audit fees represent professional services rendered for the audit of the Partnership’s annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements. |
(2) | Audit-related fees represent professional services for assurance and related services provided by the principal accountant that are related to the performance of the auditor or review of the registrant’s financial statements and are not reported under Audit Fees above. |
(3) | Taxation fees represent fees for professional services provided by the principal accountant for tax compliance, tax advice and tax planning. |
(4) | All other fees represent fees for professional services provided by the principal accountant that are not included in the categories listed above. |
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT |
ITEM 16G. | CORPORATE GOVERNANCE |
ITEM 16H. | MINE SAFETY DISCLOSURE |
ITEM 17. | FINANCIAL STATEMENTS |
ITEM 18. | FINANCIAL STATEMENTS |
Consolidated and Combined Carve-out Statements of Operations for the years ended December 31, 2016, 2015 and 2014 | ||
Consolidated and Combined Carve-out Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015 and 2014 | ||
Consolidated Balance Sheets as of December 31, 2016 and 2014 | ||
Consolidated and Combined Carve-out Statements of Cash Flows for the years ended December 31 2016, 2015 and 2014 | ||
Consolidated and Combined Carve-out Statements of Changes in Partners’ Capital/Parent’s Equity for the years ended December 31, 2016, 2015 and 2014 | ||
Notes to the Consolidated and Combined Carve-out Financial Statements |
ITEM 19. | EXHIBITS |
Exhibit Number | Description | |
1.1* | Certificate of Limited Partnership of VTTI Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907) filed on April 17, 2014) | |
1.2* | First Amended and Restated Agreement of Limited Partnership of VTTI Energy Partners LP (incorporated by reference to Exhibit 1.2 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
1.3* | Articles of Association of VTTI MLP B.V. (incorporated by reference to Exhibit 3.4 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907) filed on June 19, 2014) | |
4.1* | VTTI Energy Partners LP 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.2* | Contribution, Conveyance and Assumption Agreement, dated as of August 6, 2014, by and among VTTI B.V., VTTI MLP Partners B.V., VTTI Energy Partners GP LLC, VTTI Energy Partners LP, VTTI MLP Holdings Ltd and VTTI MLP B.V. (incorporated by reference to Exhibit 4.2 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.3* | Omnibus Agreement, dated as of August 6, 2014, among VTTI B.V., VTTI MLP Partners B.V., VTTI Energy Partners GP LLC, VTTI Energy Partners LP, VTTI MLP Holdings Ltd, VTTI MLP B.V. and, solely for the purposes of Article V, Vitol Holding B.V. and MISC Berhad (incorporated by reference to Exhibit 4.3 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.4* | First Amendment to the Omnibus Agreement, dated as of November 9, 2015, by and among VTTI B.V., VTTI Energy Partners LP, VTTI Energy Partners GP LLC, VTTI MLP Partners B.V., VTTI MLP Holdings Ltd, VTTI MLP B.V., Vitol Holding B.V. and MISC Berhad (incorporated by reference to Exhibit 4.4 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.5* | Administrative Services Agreement, dated as of August 6, 2014, by and between VTTI Energy Partners GP LLC, VTTI Energy Partners LP and VTTI MLP Holdings Ltd (incorporated by reference to Exhibit 4.4 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.5.1 | First Amendment to the Administrative Services Agreement, dated as of January 12, 2017, by and between VTTI Energy Partners GP LLC, VTTI Energy Partners LP and VTTI MLP Holdings Ltd | |
4.6* | Secondment Agreement, dated as of August 6, 2014, by and between VTTI MLP Services Ltd and VTTI MLP Holdings Ltd (incorporated by reference to Exhibit 4.5 to the Partnership’s Annual Report (File No. 001-36574), filed on Form 20-F filed on April 30, 2015) |
4.7* | Facility Agreement, dated as of June 26, 2014, among VTTI MLP B.V., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Labuan Branch, BNP Paribas, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, The Hong Kong and Shanghai Banking Corporation Limited, ING Bank N.V., Oversea Chinese Banking Corporation Limited, London Branch, Société and Sumitomo Mitsui Banking Corporation, Singapore Branch, as Joint Lead Arrangers, and the lenders party thereto (incorporated by reference to Exhibit 10.22 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907) filed on July 14, 2014) |
4.8* | Amendment to Facility Agreement, dated as of December 2, 2014, by and between VTTI MLP B.V. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent (incorporated by reference to Exhibit 4.28 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.9* | Second Amendment to Facility Agreement, dated as of January 26, 2015, by and between VTTI MLP B.V. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent (incorporated by reference to Exhibit 4.29 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.10* | Accordion Commitment Notice to Facility Agreement, dated as of March 18, 2015, from VTTI MLP B.V. to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International (incorporated by reference to Exhibit 4.30 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.11* | Guarantee Confirmation Deed to Facility Agreement, dated as of March 18, 2015, by and among VTTI MLP B.V., Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International and the guarantors party thereto (incorporated by reference to Exhibit 4.31 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.12* | Amendment Letter to the Facility Agreement, dated as of September 17, 2015, by and between VTTI MLP B.V. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. trading as Rabobank International, as agent (incorporated by reference to Exhibit 4.12 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.13* | Shareholder Loan Agreement, dated as of July 8, 2014, between ATT Tanjung Bin Sdn Bhd and VTTI B.V. (incorporated by reference to Exhibit 4.25 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.14* | Shareholder Support Undertaking Relating to the Phase 2 Project, dated as of July 8, 2014, among ATT Tanjung Bin Sdn Bhd, VTTI B.V. and VTTI MLP B.V. (incorporated by reference to Exhibit 4.26 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.15* | MLP Loan Agreement, dated as of July 18, 2014, between VTTI Energy Partners LP and VTTI B.V. (incorporated by reference to Exhibit 4.17 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.16* | Purchase and Sale Agreement, dated as of June 30, 2015, between VTTI MLP Partners B.V. and VTTI MLP Holdings Ltd. (incorporated by reference to Exhibit 4.18 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.17* | VTTI MLP B.V. Note Purchase Agreement, dated as of December 15, 2015, between VTTI MLP B.V. and the purchasers party thereto (incorporated by reference to Exhibit 4.19 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.18*† | Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of September 17, 2010, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 10.11 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) | |
4.19*† | Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of March 26, 2012, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 10.12 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) |
4.20* | First Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of April 28, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.36 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.21*† | Second Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of April 28, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.37 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.22*† | Third Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of June 26, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.24 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.23* | Fourth Amendment Agreement to the Term Storage Contract 2010-01 for the Storage and Handling of Gasoil, dated as of November 9, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.25 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.24*† | Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of August 15, 2010, between Antwerp Terminal and Processing Company and Vitol S.A. (incorporated by reference to Exhibit 10.9 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on July 22, 2014) | |
4.25* | First Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of July 2, 2014, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 10.24 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on July 3, 2014) | |
4.26* | Second Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of April 28, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.35 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.27* | Third Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of June 24, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.29 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.28* | Fourth Amendment Agreement to the Term Storage Contract 2010-04 for the Storage and Handling of Jet and Kerosene, dated as of November 9, 2015, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.30 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.29*† | Term Storage Agreement 2015-01 for the Storage and Handling of Gasoil, dated as of January 1, 2015, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.31 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.30*† | First Amendment Agreement to the Term Storage Agreement 2015-01 for the Storage and Handling of Gasoil, dated as of March 26, 2015, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.32 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.31* | Second Amendment Agreement to the Term Storage Agreement 2015-01 for the Storage and Handling of Gasoil, dated as of November 9, 2015, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.33 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.32*† | Term Storage Agreement 2015-02 for the Storage and Handling of Gasoil, dated as of July 1, 2015, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.34 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.33*† | Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of January 1, 2011, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 10.8 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) | |
4.34* | First Amendment Agreement to the Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of October 10, 2012, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.36 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.35* | Second Amendment Agreement to the Storage and Handling Contract V. Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of January 1, 2013, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.37 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.36*† | Third Amendment Agreement to the Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of April 7, 2014, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.38 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.37* | Fourth Amendment Agreement to the Storage and Handling Contract V.Mogas-1 for the Storage and Handling of Mogas and Mogas Components, dated as of November 9, 2015, between Eurotank Amsterdam B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.39 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.38*† | Term Storage Agreement 2015-VB for the Storage and Handling of Crude Oil, Condensate and Petroleum Products, dated as of October 26, 2015, between VTTI Fujairah Ltd Fzc and Vitol S.A. (incorporated by reference to Exhibit 4.40 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.39*† | Term Storage Agreement 2009-01, dated December 15, 2009, between ATT Tanjung Bin Sdn. Bhd. and Vitol Asia Pte Ltd. (incorporated by reference to Exhibit 10.18 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) | |
4.40* | First Amendment Agreement to the Term Storage Agreement 2009-01, dated September 15, 2010, between ATT Tanjung Bin Sdn. Bhd. and Vitol Asia Pte Ltd. (incorporated by reference to Exhibit 10.19 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) | |
4.41*† | Second Amendment Agreement to the Term Storage Agreement 2009-01, dated February 18, 2011, between ATT Tanjung Bin Sdn. Bhd. and Vitol Asia Pte Ltd. (incorporated by reference to Exhibit 10.20 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) | |
4.42*† | Third Amendment Agreement to the Term Storage Agreement 2009-01, dated January 21, 2013, between ATT Tanjung Bin Sdn. Bhd. and Vitol Asia Pte Ltd. (incorporated by reference to Exhibit 4.44 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.43*† | Storage Contract 2011-09 for the Storage and Handling of Jet and Jet Components, dated as of September 30, 2011, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 10.16 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) | |
4.44* | Second Amendment Agreement to the Storage Contract 2011-09 for the Storage and Handling of Jet and Jet Components, dated as of November 9, 2015, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.46 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.45*† | Storage Contract 2011-10 for the Storage and Handling of Gasoil, dated as of September 30, 2011, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.47 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) |
4.46* | Second Amendment Agreement to the Storage Contract 2011-10 for the Storage and Handling of Gasoil, dated as of November 9, 2015, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.48 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.47*† | Storage Contract 2011-13 for the Storage and Handling of Gasoil, dated as of September 29, 2011, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.49 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.48* | First Amendment Agreement to the Storage Contract 2011-13 for the Storage and Handling of Gasoil, dated as of November 9, 2015, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.50 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.49*† | Storage Contract 2014-01 for the Storage and Handling of Fuel Oil, dated as of October 1, 2014, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.38 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.50*† | First Amendment Agreement to the Storage Contract 2014-01 for the Storage and Handling of Fuel Oil, dated as of January 3, 2015, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.39 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.51* | Third Amendment Agreement to the Storage Contract 2014-01 for the Storage and Handling of Fuel Oil, dated as of November 9, 2015, between Euro Tank Terminal B.V. and Vitol S.A. (incorporated by reference to Exhibit 4.53 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.52*† | Term Storage Agreement 2016-01 for the Storage and Handling of Gasoil, dated as of February 1, 2016, between Antwerp Terminal and Processing Company N.V. and Vitol S.A. (incorporated by reference to Exhibit 4.54 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.53*† | Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated February 1, 2010, between Seaport Canaveral Corp. and Vitol Inc. (incorporated by reference to Exhibit 10.17 to the Partnership’s Registration Statement on Form F-1 (File No. 333-196907), filed on May 29, 2014) | |
4.54*† | Amendment Agreement to the Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated as of March 1, 2015, between Seaport Canaveral Corp. and Vitol Inc. (incorporated by reference to Exhibit 4.34 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
4.55* | Second Amendment Agreement to the Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated as of November 9, 2015, between Seaport Canaveral Corp. and Vitol Inc. (incorporated by reference to Exhibit 4.57 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 29, 2016) | |
4.56 | Third Amendment Agreement to the Terminalling Services Contract C100101 Seaport Canaveral Storage and Handling Contract, dated as of September 6, 2016, between Seaport Canaveral Corp. and Vitol Inc. | |
8.1* | Subsidiaries of VTTI Energy Partners LP (incorporated by reference to Exhibit 8.1 to the Partnership’s Annual Report on Form 20-F (File No. 001-36574), filed on April 30, 2015) | |
12.1 | Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer | |
12.2 | Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer | |
13.1 | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and the Principal Financial Officer | |
13.2 | Consent of Independent Registered Public Accounting Firm |
† | Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been separately filed with the Securities and Exchange Commission. |
* | Incorporated by reference. |
VTTI ENERGY PARTNERS LP | ||||
By: | VTTI Energy Partners GP LLC, its general partner | |||
By: | /s/ Robert Nijst | |||
Name: | Robert Nijst | |||
Title: | Chief Executive Officer |
AUDITED CONSOLIDATED AND COMBINED CARVE-OUT FINANCIAL STATEMENTS | ||
Notes | 2016 | 2015 | 2014 | ||||||||
Revenues, third parties | 97.5 | 69.7 | 70.8 | ||||||||
Revenues, affiliates | 3,4 | 214.7 | 220.0 | 232.4 | |||||||
Total revenues | 18 | 312.2 | 289.7 | 303.2 | |||||||
Operating costs and expenses: | |||||||||||
Operating costs | 80.2 | 76.2 | 92.9 | ||||||||
Depreciation and amortization | 7,8 | 72.6 | 68.4 | 70.7 | |||||||
Selling, general and administrative | 29.2 | 30.9 | 27.2 | ||||||||
Loss on disposal of property, plant and equipment | 0.8 | 0.6 | — | ||||||||
Total operating expenses | 182.8 | 176.1 | 190.8 | ||||||||
Other operating income | 22 | — | 9.3 | — | |||||||
Total operating income | 129.4 | 122.9 | 112.4 | ||||||||
Other (expense)/income: | |||||||||||
Interest expense, including related party | 19 | (25.9 | ) | (12.6 | ) | (21.1 | ) | ||||
Other finance expense | 19 | (2.2 | ) | (2.5 | ) | (5.3 | ) | ||||
Net loss on foreign currency transactions | (10.7 | ) | (24.7 | ) | (15.3 | ) | |||||
(Loss)/gain on derivative financial instruments | 15 | (0.1 | ) | 20.1 | 10.6 | ||||||
Total other (expense)/income | (38.9 | ) | (19.7 | ) | (31.1 | ) | |||||
Income before income tax expense | 90.5 | 103.2 | 81.3 | ||||||||
Income tax expense | 13 | (17.9 | ) | (28.2 | ) | (24.4 | ) | ||||
Net income | 72.6 | 75.0 | 56.9 | ||||||||
Non-controlling interest | (47.4 | ) | (52.5 | ) | (15.7 | ) | |||||
Net income attributable to VTTI Energy Partners LP Owners | 25.2 | 22.5 | 41.2 | ||||||||
Earnings per unit (1) | 25 | ||||||||||
Common unit - basic | $0.5839 | $0.5478 | $0.1607 | ||||||||
Common unit - diluted | $0.5811 | $0.5478 | $0.1607 | ||||||||
Subordinated unit - basic and diluted | $0.5839 | $0.5478 | $0.1607 | ||||||||
General partner unit - basic and diluted | $0.5839 | $0.5478 | $0.1607 |
(1) | Earnings per unit information is given for the period from the date of the closing of the IPO (August 6, 2014). Earnings per unit has not been presented for any period prior to the IPO as the information is not comparable due to the change in the Partnership structure and the basis of preparation as described in note 2. |
2016 | 2015 | 2014 | ||||||
Net income | 72.6 | 75.0 | 56.9 | |||||
Other comprehensive income: | ||||||||
Postretirement benefit plan adjustment, net of tax | — | 0.6 | (0.1 | ) | ||||
Exchange rate translation difference, net of tax | (4.6 | ) | (17.5 | ) | (19.7 | ) | ||
Effective portion cash-flow hedge, net of tax | — | — | 5.3 | |||||
Total other comprehensive loss | (4.6 | ) | (16.9 | ) | (14.5 | ) | ||
Total comprehensive income | 68.0 | 58.1 | 42.4 | |||||
Comprehensive income attributable to: | ||||||||
Parent’s equity | — | — | 31.3 | |||||
Non-controlling interest | 44.9 | 40.4 | 9.1 | |||||
VTTI Energy Partners LP owners | 23.1 | 17.7 | 2.0 | |||||
Total comprehensive income | 68.0 | 58.1 | 42.4 |
Notes | 2016 | 2015 | ||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 20.6 | 55.9 | ||||||
Restricted cash | 1.7 | 3.0 | ||||||
Trade accounts receivable | 6 | 4.0 | 4.7 | |||||
Affiliates | 4 | 18.2 | 16.4 | |||||
Other receivables and current assets | 6 | 16.7 | 12.7 | |||||
Prepaid expenses | 6 | 1.6 | 1.2 | |||||
Derivative assets | 15 | 11.4 | 11.0 | |||||
Total current assets | 74.2 | 104.9 | ||||||
Non-current assets | ||||||||
Long-term receivables | 1.0 | 1.0 | ||||||
Long-term prepaid expenses | 6 | 20.5 | 21.7 | |||||
Deferred tax assets | 13 | 24.2 | 28.3 | |||||
Property, plant and equipment | 7 | 1,200.6 | 1,227.2 | |||||
Intangible assets, net | 8 | 33.4 | 35.2 | |||||
Goodwill | 9 | 107.7 | 110.2 | |||||
Derivative assets | 15 | 19.2 | 22.9 | |||||
Total non-current assets | 1,406.6 | 1,446.5 | ||||||
Total assets | 1,480.8 | 1,551.4 | ||||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities | ||||||||
Trade accounts payable | 17.2 | 19.7 | ||||||
Affiliates | 4 | 5.9 | 10.2 | |||||
Current installments of long-term debt, affiliates | 10 | 6.0 | 8.9 | |||||
Derivative liabilities | 15 | 6.3 | 5.1 | |||||
Other liabilities and accrued expenses | 16 | 21.2 | 33.3 | |||||
Total current liabilities | 56.6 | 77.2 | ||||||
Non-current liabilities | ||||||||
Long-term debt | 10 | 554.0 | 541.6 | |||||
Derivative liabilities | 15 | 5.4 | 5.8 | |||||
Long-term debt, affiliates | 10 | 135.9 | 141.3 | |||||
Postretirement benefit and post-employment obligation | 11 | 9.9 | 9.6 | |||||
Environmental provisions | 12 | 18.0 | 19.8 | |||||
Deferred tax liabilities | 13 | 77.9 | 65.8 | |||||
Other long-term liabilities | 17.2 | 16.2 | ||||||
Total non-current liabilities | 818.3 | 800.1 | ||||||
Total liabilities | 874.9 | 877.3 | ||||||
Commitments and Contingencies | 17 | |||||||
Equity | ||||||||
Partners’ capital | ||||||||
Common unitholders 25,595,500 units issued and outstanding at December 31, 2016 (2015: 20,125,000 issued and outstanding) | 180.2 | 115.9 | ||||||
Subordinated unitholders 20,125,000 units issued and outstanding at December 31, 2016 and 2015 | 85.0 | 115.9 | ||||||
General partner unitholders 933,071 units issued and outstanding at December 31, 2016 (2015: 821,429 issued and outstanding) | 5.2 | 4.6 | ||||||
Total partners’ capital | 270.4 | 236.4 | ||||||
Accumulated Other Comprehensive Income | 20 | (13.8 | ) | (10.8 | ) | |||
Total equity before non-controlling interests | 256.6 | 225.6 | ||||||
Non-controlling interests | 349.3 | 448.5 | ||||||
Total equity | 605.9 | 674.1 | ||||||
Total liabilities and equity | 1,480.8 | 1,551.4 |
2016 | 2015 | 2014 | ||||||
Cash flows provided by operating activities: | ||||||||
Net income | 72.6 | 75.0 | 56.9 | |||||
Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
Depreciation and amortization | 72.5 | 68.4 | 70.7 | |||||
Loss on disposal and write-off of property, plant & equipment | 0.8 | 0.6 | — | |||||
Deferred income tax expense | 17.5 | 28.2 | 24.4 | |||||
Unrealized loss on foreign currency transactions | 10.7 | 24.7 | 14.4 | |||||
Unrealized (gain)/loss on derivative instruments | 4.0 | (15.6 | ) | (22.0 | ) | |||
Non-cash straight-lined revenues | (2.2 | ) | — | — | ||||
Non-cash unit based compensation | 0.3 | — | — | |||||
Changes in operating assets and liabilities | ||||||||
Increase (decrease) in provisions | (1.2 | ) | (1.2 | ) | (4.8 | ) | ||
Increase (decrease) in other long-term liabilities | 1.0 | 2.4 | 3.5 | |||||
Decrease (increase) in trade accounts receivable | (1.8 | ) | 4.4 | (0.7 | ) | |||
Decrease (increase) in receivables, affiliates | (1.7 | ) | 5.6 | (2.9 | ) | |||
Decrease (increase) in other receivables | 0.7 | 8.5 | 12.3 | |||||
Increase (decrease) in trade accounts payable | (2.1 | ) | 7.6 | (4.4 | ) | |||
Increase (decrease) in payables, affiliates | (3.8 | ) | 9.9 | (31.1 | ) | |||
Increase (decrease) in other current liabilities | (11.4 | ) | 2.1 | 17.7 | ||||
Net cash provided by operating activities | 155.9 | 220.6 | 134.0 | |||||
Cash flows from investing activities | ||||||||
Capital expenditures | (66.5 | ) | (81.0 | ) | (121.2 | ) | ||
Acquisition of additional interest in VTTI Operating | (96.2 | ) | (75.0 | ) | — | |||
Net cash used in investing activities | (162.7 | ) | (156.0 | ) | (121.2 | ) | ||
Cash flows from financing activities | ||||||||
Contribution from owners | — | — | 3.3 | |||||
Proceeds from unit issuances | 102.7 | — | — | |||||
Proceeds from long-term debt | 35.0 | 530.4 | 1,042.2 | |||||
Repayment of long-term debt | (21.4 | ) | (436.7 | ) | (1,006.5 | ) | ||
Debt issue costs paid | (2.8 | ) | — | — | ||||
Restricted cash | 1.3 | (0.8 | ) | 5.8 | ||||
Distributions paid to unitholders | (54.0 | ) | (46.0 | ) | (54.9 | ) | ||
Dividends paid to non-controlling interests | (89.0 | ) | (90.1 | ) | (18.9 | ) | ||
Net cash used in financing activities | (28.2 | ) | (43.2 | ) | (29.0 | ) | ||
Effect of exchange rate changes on cash | (0.3 | ) | (1.8 | ) | (2.0 | ) | ||
Net increase/(decrease) in cash and cash equivalents | (35.3 | ) | 19.6 | (18.2 | ) | |||
Cash and cash equivalents at beginning of the reporting period | 55.9 | 36.3 | 54.5 | |||||
Cash and cash equivalents at end of the reporting period | 20.6 | 55.9 | 36.3 |
Parent’s Equity | Common units | Subordinated units | General Partner | Accumulated Other Comprehensive Income | Total before Non- controlling Interest | Non- controlling Interest | Total Partners' Capital/ Parent's Equity | ||||||||||||||||
Balance at December 31, 2013 | 594.8 | — | — | — | — | 594.8 | 50.9 | 645.7 | |||||||||||||||
Net income | 34.6 | — | — | — | — | 34.6 | 2.9 | 37.5 | |||||||||||||||
Other comprehensive income | (3.3 | ) | — | — | — | — | (3.3 | ) | (0.9 | ) | (4.2 | ) | |||||||||||
Cash dividends | (48.4 | ) | — | — | — | — | (48.4 | ) | (4.0 | ) | (52.4 | ) | |||||||||||
Loan conversion to equity | 204.0 | — | — | — | — | 204.0 | — | 204.0 | |||||||||||||||
Balance at August 6, 2014 | 781.7 | — | — | — | — | 781.7 | 48.9 | 830.6 | |||||||||||||||
Allocation of Partnership Capital to unit holders | (781.7 | ) | 138.2 | 138.2 | 5.6 | (1.4 | ) | (501.1 | ) | 501.1 | — | ||||||||||||
Net income | — | 3.3 | 3.3 | — | — | 6.6 | 12.8 | 19.4 | |||||||||||||||
Other comprehensive income | — | — | — | — | (4.6 | ) | (4.6 | ) | (5.7 | ) | (10.3 | ) | |||||||||||
Cash distributions | — | (3.2 | ) | (3.2 | ) | (0.1 | ) | — | (6.5 | ) | (14.9 | ) | (21.4 | ) | |||||||||
Contribution from owners | — | 2.0 | 2.0 | 0.1 | — | 4.1 | 4.7 | 8.8 | |||||||||||||||
Balance at December 31, 2014 | — | 140.3 | 140.3 | 5.6 | (6.0 | ) | 280.2 | 546.9 | 827.1 | ||||||||||||||
Net income | — | 11.0 | 11.0 | 0.5 | — | 22.5 | 52.5 | 75.0 | |||||||||||||||
Other comprehensive income | — | — | — | — | (4.8 | ) | (4.8 | ) | (12.1 | ) | (16.9 | ) | |||||||||||
Cash distributions | — | (22.5 | ) | (22.5 | ) | (1.0 | ) | — | (46.0 | ) | (90.1 | ) | (136.1 | ) | |||||||||
Purchase of additional interest in VTTI Operating | — | (12.9 | ) | (12.9 | ) | (0.5 | ) | — | (26.3 | ) | (48.7 | ) | (75.0 | ) | |||||||||
Balance at December 31, 2015 | — | 115.9 | 115.9 | 4.6 | (10.8 | ) | 225.6 | 448.5 | 674.1 | ||||||||||||||
Net income | — | 12.9 | 11.8 | 0.5 | 25.2 | 47.4 | 72.6 | ||||||||||||||||
Other comprehensive income | — | — | — | — | (2.1 | ) | (2.1 | ) | (2.5 | ) | (4.6 | ) | |||||||||||
Cash distributions | — | (27.3 | ) | (25.4 | ) | (1.3 | ) | — | (54.0 | ) | (89.0 | ) | (143.0 | ) | |||||||||
Unit issuance, net of expenses | — | 100.1 | — | 2.1 | — | 102.2 | — | 102.2 | |||||||||||||||
Purchase of additional interest in VTTI Operating | — | (22.1 | ) | (17.3 | ) | (0.8 | ) | (0.9 | ) | (41.1 | ) | (55.1 | ) | (96.2 | ) | ||||||||
Unit based compensation | — | 0.7 | — | 0.1 | — | 0.8 | — | 0.8 | |||||||||||||||
Balance at December 31, 2016 | — | 180.2 | 85.0 | 5.2 | (13.8 | ) | 256.6 | 349.3 | 605.9 |
• | The Partnership incorporated a 100% subsidiary VTTI MLP Holdings Ltd (“VTTI Holdings”), under the laws of the United Kingdom, to acquire through VTTI Holdings, a 36% economic interest in VTTI Operating; |
• | VTTI conveyed its equity interests in VTTI Nederland B.V., VTTI Americas B.V., VTTI SE Asia B.V., Eurotank Belgium B.V. and Fosco Holding Ltd. (collectively, the “Holding Companies”), which own 100% equity interests in ATPC Terminal N.V., ATT Tanjung Bin Sdn. Bhd., ETT Jetty Operations B.V., ETT Pipeline Operations B.V., Eurotank Amsterdam B.V., Seaport Canaveral Corp. and 90% equity interests in Euro Tank Terminal B.V. and VTTI Fujairah Terminals Ltd (collectively, the “Operating Companies”) to VTTI Operating; |
• | VTTI conveyed to VTTI MLP Partners BV all of the equity interests in VTTI Operating, including shares that represent an economic interest in VTTI Operating (“profit shares”) and shares with voting rights (“voting shares”); |
• | VTTI MLP Partners BV conveyed 0.72% of its profit shares in VTTI Operating to VTTI Energy Partners GP LLC ("General Partner"). |
• | VTTI MLP partners BV conveyed 35.28% of its profit shares and 51% of its voting shares in VTTI Operating to the Partnership in exchange for 20,125,000 common units and 20,125,000 subordinated units; |
• | The General Partner conveyed its profit shares in VTTI Operating to the Partnership in exchange for maintaining its 2% general partner interest in the Partnership; |
• | The Partnership conveyed all of its voting and profit shares (constituting a 36% economic interest and a 51% voting interest) in VTTI Operating to VTTI Holdings; |
• | The Partnership issued to our general partner the incentive distribution rights, which entitle the holder to increasing percentages, up to a maximum of 48%, of the cash we distribute in excess of our minimum quarterly distribution of $0.2625 per unit per quarter; |
• | VTTI MLP Partners BV offered 20,125,000 common units (including the underwriters option) representing a 49% limited partner interest in us to the public for $21.00 per unit in which all of the proceeds were retained by VTTI MLP Partners B.V. Expenses related to the offering were borne by VTTI MLP Partners BV; and |
• | We entered into agreements with our general partner and certain of its affiliates, pursuant to which they agreed to, among other things, provide us administrative services, indemnify us for certain liabilities and grant us a right of first offer to acquire the assets from VTTI which include the remaining 64% of the interest in VTTI Operating as well as other terminals that that are owned by VTTI. |
Name | Jurisdiction of Formation | Purpose | ||
VTTI MLP Holdings Ltd. | United Kingdom | Holding company of VTTI Operating | ||
VTTI MLP BV ("VTTI Operating") | The Netherlands | Holding company | ||
Eurotank Belgium B.V. | The Netherlands | Holding company of ATPC | ||
ATPC Terminal N.V. (“ATPC”) | Belgium | Terminal in Antwerp | ||
VTTI Nederland B.V. | The Netherlands | Holding company of the Netherlands terminals | ||
Euro Tank Terminal B.V. (“ETT”) | The Netherlands | Terminal in Rotterdam | ||
Eurotank Amsterdam B.V. (“ETA”) | The Netherlands | Terminal in Amsterdam | ||
ETT Jetty Operations B.V. | The Netherlands | Jetty operations at ETT | ||
ETT Pipeline Operations B.V. | The Netherlands | Pipeline operations at ETT | ||
VTTI Americas B.V. | The Netherlands | Holding company of SC | ||
Seaport Canaveral Corp. (“SC”) | USA | Terminal in Canaveral, Florida | ||
Fosco Holding Ltd | Bermuda | Holding company of Fujairah terminal | ||
VTTI Fujairah Terminals Ltd (“FTL”) | United Arab Emirates | Terminal in Fujairah | ||
VTTI SE Asia B.V. | The Netherlands | Holding company of ATB | ||
ATT Tanjung Bin Sdn. Bhd (“ATB”) | Malaysia | Terminal in Johore |
• | The combined terminals of the Partnership including the allocated costs were not historically owned by a separate legal entity or operated as a discrete group. Therefore, no separate share capital exists in owner’s equity. |
• | Certain of VTTI Operating’s initial terminals had interest-bearing long-term intercompany debt with the VTTI Group. In the combined carve-out financial statements the intercompany debt has not been reclassified as equity. Certain conversions of debt are separately presented in the statement of owners’ equity. |
• | The Partnership has benefited from VTTI’s general corporate debt, hedging strategy and financing activities. The cost of the corporate debt has been calculated using an effective interest rate charged to the terminals based on the outstanding intercompany loan. The Partnership’s carve-out financial statements include the interest expenses charged by VTTI to the terminals as to reflect their portion in the corporate debt costs. |
• | General and administrative expenses, which include defined benefit pension plan costs of VTTI that cannot be attributed to specific terminals, and for which the Partnership is deemed to have received the benefit of, have been allocated pro rata to the Partnership. A discussion of the relationship with VTTI, including a description of the costs that have been allocated to the Partnership as well as the allocation methodology, is included in Note 4 - Related Party Transactions. |
• | Goodwill arose in 2006 when VTTI acquired Eurotank Amsterdam B.V. and this goodwill amount was allocated to the Partnership. Goodwill related to the acquisition of the Fujairah terminal has been previously recorded in Fosco Holding Ltd, part of VTTI Operating. Reference is made to Note 2 - Summary of Significant Accounting Policies: Goodwill and Note 9 Goodwill. |
Useful life in Years | |
Buildings | 10 to 40 |
Main components of tanks and jetties | 10 to 40 |
Installations | 10 to 25 |
Other equipment | 3 to 10 |
1. | Persuasive Evidence of an Arrangement Exists. |
2. | Service is Provided. |
3. | Fixed or Determinable Fee. |
4. | Collection is Deemed Probable. |
Level 1: | Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. |
Level 2: | Assets and liabilities determined using prices for recently traded assets and liabilities with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. |
Level 3: | Assets and liabilities that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the asset or liability. The prices are determined using significant unobservable inputs or valuation techniques. |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
Revenue - Vitol Group | 214.7 | 220.0 | 232.4 | |||||
Percentage of total revenue - Vitol Group | 68.8 | % | 76.0 | % | 76.6 | % |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
Terminaling and throughput fees | 197.5 | 204.0 | 212.9 | |||||
Excess throughput & ancillary services | 17.2 | 16.0 | 19.5 | |||||
Vitol Group total | 214.7 | 220.0 | 232.4 |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
IT and IT related services | 2.6 | 2.6 | 3.0 | |||||
HSE services | 0.1 | 0.1 | 0.1 | |||||
HR services | 9.7 | 10.4 | 11.8 | |||||
Interest expense | 6.3 | 4.4 | 13.5 | |||||
Guarantee commission | — | 0.1 | — | |||||
Share in governance and stewardship VTTI | 4.3 | 4.7 | 4.6 | |||||
Long Term Incentive Plan | — | — | 3.3 | |||||
Other general and administrative expenses | 2.9 | 3.1 | 3.0 | |||||
Total related party expenses | 25.9 | 25.4 | 39.3 |
(in US$ millions) | 2016 | 2015 | |||
Vitol group of companies | 12.4 | 11.8 | |||
VTTI group of companies | 5.8 | 4.6 | |||
Amounts receivable | 18.2 | 16.4 |
(in US$ millions) | 2016 | 2015 | |||
Vitol group of companies | 0.1 | 0.1 | |||
VTTI group of companies | 11.8 | 19.0 | |||
Amounts payable | 11.9 | 19.1 |
Terminal | Country | Omnibus Agreement Guarantee Period Expiration | New Terminaling Services Agreement Expiration | Capacity (MMBbls) |
Amsterdam | Netherlands | June 2019 | December 2019 | 2.9 |
Antwerp | Belgium | June 2017 | December 2018 | 2.3 |
Rotterdam | Netherlands | June 2019 | September 2019 | 5.1 |
Seaport Canaveral | US | June 2017 | March 2019 | 2.8 |
Fujairah | UAE | June 2019 | June 2019 | 7.4 |
20.5 |
(in US$ millions) | 2016 | 2015 | |||
Prepaid operating lease | 20.5 | 21.7 | |||
Other prepaid expenses | 1.6 | 1.2 | |||
Total prepaid expenses | 22.1 | 22.9 | |||
Of which non-current | 20.5 | 21.7 | |||
Of which current | 1.6 | 1.2 | |||
Total prepaid expenses | 22.1 | 22.9 |
(in US$ millions) | 2016 | 2015 | |||
VAT and other tax receivables | 3.8 | 4.3 | |||
Inventories | 5.1 | 4.3 | |||
Other receivables | 7.8 | 4.1 | |||
Total other receivables and current assets | 16.7 | 12.7 |
(in US$ millions) | 2016 | 2015 | |||
Land and buildings | 91.4 | 91.4 | |||
Tanks, jetties and installations | 1,511.4 | 1,475.8 | |||
Other equipment | 36.3 | 35.0 | |||
Construction work in progress | 67.1 | 73.6 | |||
At cost | 1,706.2 | 1,675.8 | |||
Less: accumulated depreciation | (505.6 | ) | (448.6 | ) | |
Total property, plant and equipment | 1,200.6 | 1,227.2 |
(in US$ millions) | 2016 | 2015 | |||
Amsterdam, NL | 218.1 | 203.8 | |||
Rotterdam, NL | 223.6 | 239.7 | |||
Antwerp, BE | 133.0 | 135.8 | |||
Europe | 574.7 | 579.3 | |||
Florida, USA | 124.5 | 128.2 | |||
Fujairah, UAE | 166.2 | 169.3 | |||
Tanjung Bin, Malaysia | 335.2 | 350.4 | |||
Rest of the world | 625.9 | 647.9 | |||
Total | 1,200.6 | 1,227.2 |
(in US$ millions) | 2016 | 2015 | |||
Land lease rights | 31.4 | 32.1 | |||
Jetty lease rights | 7.7 | 7.9 | |||
At cost | 39.1 | 40.0 | |||
Accumulated amortization | (5.7 | ) | (4.8 | ) | |
Net intangibles assets | 33.4 | 35.2 |
(in US$ millions) | 2016 | 2015 | |||
Historical cost price | 160.1 | 175.3 | |||
Accumulated impairments | (49.9 | ) | (55.7 | ) | |
Book value at January 1 | 110.2 | 119.6 | |||
Movements: | |||||
Effect of movements in exchange rates | (2.5 | ) | (9.4 | ) | |
Impairments | — | — | |||
Book value at December 31 | 107.7 | 110.2 | |||
Historical cost price | 156.0 | 160.1 | |||
Accumulated impairments | (48.3 | ) | (49.9 | ) | |
Book value at December 31 | 107.7 | 110.2 |
(in US$ millions) | 2016 | 2015 | |||||||||||||||
Amount | Debt issue costs | Total | Amount | Debt issue costs | Total | ||||||||||||
VTTI Operating Revolving Credit Facility | 122.2 | (0.1 | ) | 122.1 | 104.0 | (0.2 | ) | 103.8 | |||||||||
ATB Phase 2 Related Party Facility | 66.9 | — | 66.9 | 75.2 | — | 75.2 | |||||||||||
Related Party MLP Loan Agreement | 75.0 | — | 75.0 | 75.0 | — | 75.0 | |||||||||||
Senior Unsecured Notes | 434.7 | (2.8 | ) | 431.9 | 441.0 | (3.2 | ) | 437.8 | |||||||||
Total debt | 698.8 | (2.9 | ) | 695.9 | 695.2 | (3.4 | ) | 691.8 | |||||||||
Less: current portion | (6.0 | ) | (8.9 | ) | |||||||||||||
Total long-term debt | 689.9 | 682.9 |
(in US$ millions) | 2016 | 2015 | |||
Long term debt, affiliates | 135.9 | 141.3 | |||
Long-term debt third parties | 554.0 | 541.6 | |||
Total long-term-debt | 689.9 | 682.9 |
• | $75 million 4.53% Series A Senior Unsecured Notes due December 15, 2022; |
• | $72 million 4.87% Series B Senior Unsecured Notes due December 15, 2025; |
• | $98 million 4.97% Series C Senior Unsecured Notes due December 15, 2027; |
• | €50 million 2.5% Series D Senior Unsecured Notes due December 15, 2022; and |
• | €130 million 2.86% Series E Senior Unsecured Notes due December 15, 2025. |
(in US$ millions) | 2016 | 2015 | |||
Postretirement benefit obligation | 6.4 | 6.9 | |||
Post-employment obligation | 2.8 | 2.2 | |||
Employment obligation | 0.7 | 0.5 | |||
Total postretirement benefit and post-employment obligation | 9.9 | 9.6 |
(in US$ millions) | 2016 | 2015 | |||
Change in benefit obligation | |||||
Benefit obligation at beginning of the year | 13.9 | 17.0 | |||
Service cost | 0.6 | 0.5 | |||
Interest cost | 0.3 | 0.3 | |||
Plan participants contribution | 0.1 | 0.1 | |||
Administrative expenses/taxes paid | (0.1 | ) | — | ||
Actuarial (gain)/loss | — | (1.1 | ) | ||
Plan amendments | — | — | |||
Benefits paid | (0.5 | ) | (1.0 | ) | |
Curtailments | — | — | |||
Effect of foreign currency exchange rate changes | (0.2 | ) | (1.8 | ) | |
Transfers | — | (0.1 | ) | ||
Benefit obligation at the end of the year | 14.1 | 13.9 | |||
Change in plan assets | |||||
Fair value of plan assets at the beginning of the year | 7.0 | 7.6 | |||
Actual return of plan assets | 0.5 | 0.2 | |||
Administrative expenses/taxes paid | — | — | |||
Employer contributions | 0.9 | 1.1 | |||
Plan participants’ contribution | 0.1 | 0.1 | |||
Benefits paid | (0.5 | ) | (1.0 | ) | |
Transfers | — | (0.1 | ) | ||
Effect of foreign currency exchange rate changes | (0.3 | ) | (0.9 | ) | |
Fair value of plan assets at the end of the year | 7.7 | 7.0 | |||
Unfunded status at the end of the year | (6.4 | ) | (6.9 | ) |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
Service cost | 0.6 | 0.6 | 0.6 | |||||
Interest cost | 0.3 | 0.3 | 0.5 | |||||
Expected return on plan assets | (0.3 | ) | (0.3 | ) | (0.2 | ) | ||
Amortization of net (gain) loss | 0.2 | 0.2 | 0.2 | |||||
Net periodic benefit cost | 0.8 | 0.8 | 1.1 |
2016 | 2015 | ||
Assumptions used to determine benefit obligations | |||
Discount rate | 1.60% - 1.95% | 1.95% - 2.35% | |
Rate of compensation increase | 1.8% - 2.0% | 2.0% | |
Assumptions used to determine net periodic pension cost | |||
Discount rate | 1.95% - 2.35% | 2.00% - 2.35% | |
Expected long-term rate of return on plan assets | 3.25% - 5.30% | 3.25% - 5.30% | |
Rate of compensation increase | 1.8% - 2.0% | 2.00% |
Target asset allocation | 2016 | 2015 | |||
Equity securities | 0.2 | % | 0.3 | % | |
Bonds | 0.4 | % | 0.4 | % | |
Cash and cash equivalents | — | % | — | % | |
Guaranteed Investment Contract | 99.4 | % | 99.3 | % |
Level 3 Assets | ||
(in US$ millions) | ||
Beginning balance at January 1, 2015 | 7.5 | |
Gain and losses on plan assets: | ||
Realized gains/losses relating to assets sold during the year | (0.6 | ) |
Purchases, sales, issuances, settlement, net | 0.1 | |
Ending balance at December 31, 2015 | 7.0 | |
Gain and losses on plan assets: | ||
Realized gains/losses relating to assets sold during the year | 0.3 | |
Purchases, sales, issuances, settlement, net | 0.4 | |
Ending balance at December 31, 2016 | 7.7 |
Fair value measurement at December 31, 2016 | |||||||||||
Plan assets | |||||||||||
(in US$ millions) | Total | Quoted prices in active markets for identical assets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||
Equity securities | — | — | — | — | |||||||
Bonds | — | — | — | — | |||||||
Cash and cash equivalents | — | — | — | — | |||||||
Guaranteed Investment Contract | 7.7 | — | — | 7.7 | |||||||
7.7 | — | — | 7.7 |
Fair value measurement at December 31, 2015 | |||||||||||
Plan assets | |||||||||||
(in US$ millions) | Total | Quoted prices in active markets for identical assets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||
Equity securities | — | — | — | — | |||||||
Bonds | — | — | — | — | |||||||
Guaranteed Investment Contract | 7.0 | — | — | 7.0 | |||||||
7.0 | — | — | 7.0 |
(in US$ millions) | 2016 | 2015 | |||
ATPC Terminal N.V. (Belgium) | 4.4 | 4.8 | |||
Eurotank Amsterdam B.V. (The Netherlands) | 13.6 | 15.0 | |||
Total provision | 18.0 | 19.8 |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
Current income tax | 0.4 | — | — | |||||
Deferred income tax | 17.5 | 28.2 | 24.4 | |||||
Total Income tax expense | 17.9 | 28.2 | 24.4 |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
The Netherlands | 3.2 | 8.9 | 8.6 | |||||
USA | 3.7 | 3.7 | 3.1 | |||||
Malaysia | 7.9 | 6.4 | 2.2 | |||||
Belgium | 3.4 | 2.5 | 1.7 | |||||
United Kingdom | 0.1 | — | (0.3 | ) | ||||
Total expense before adjustments | 18.3 | 21.5 | 15.3 | |||||
Functional currency differences in taxation | (1.1 | ) | 5.8 | 12.1 | ||||
Other permanent differences and nondeductible items | 0.7 | 0.9 | 0.6 | |||||
Valuation allowance reversal | — | — | (3.6 | ) | ||||
Total income tax expense | 17.9 | 28.2 | 24.4 |
(in US$ millions) | 2016 | 2015 | |||
Deferred tax assets: | |||||
Interest rate swaps | 2.1 | 2.7 | |||
Pension obligation and other temporary differences | 5.1 | 2.8 | |||
Tax loss carry forwards | 31.7 | 47.9 | |||
Property, plant and equipment | 1.4 | 1.5 | |||
Total deferred tax assets before valuation allowance | 40.3 | 54.9 | |||
Valuation allowance | — | — | |||
Total deferred tax assets before netting | 40.3 | 54.9 | |||
Netting positions | (16.1 | ) | (26.6 | ) | |
Net deferred tax assets | 24.2 | 28.3 | |||
Deferred tax liabilities: | |||||
Property, plant and equipment | 86.0 | 81.6 | |||
Deferred foreign exchange results | — | 1.1 | |||
Foreign exchange forward contracts | 6.8 | 8.5 | |||
Other temporary differences | 1.2 | 1.2 | |||
Total deferred tax liabilities before netting | 94.0 | 92.4 | |||
Netting positions | (16.1 | ) | (26.6 | ) | |
Net deferred tax liabilities | 77.9 | 65.8 |
Jurisdiction | Earliest open year | Ongoing examinations | |
USA | 2009 | 2014 | |
United Kingdom | 2014 | None | |
Belgium | 2015 | None | |
UAE | N/A | N/A | |
Malaysia | 2010 | None | |
The Netherlands | 2014 | None | |
Marshall Islands | N/A | N/A |
2016 | 2015 | ||||||||||
(in US$ millions) | Carrying amount | Fair value | Carrying amount | Fair value | |||||||
Financial assets: | |||||||||||
Cash and cash equivalents | 20.6 | 20.6 | 55.9 | 55.9 | |||||||
Restricted cash | 1.7 | 1.7 | 3.0 | 3.0 | |||||||
Current interest rate swap contracts | 0.1 | 0.1 | — | — | |||||||
Current forward foreign exchange contracts | 11.3 | 11.3 | 11.0 | 11.0 | |||||||
Non-current forward foreign exchange contracts | 19.2 | 19.2 | 22.9 | 22.9 | |||||||
Financial liabilities: | |||||||||||
Current interest rate swap contracts | 5.3 | 5.3 | 5.1 | 5.1 | |||||||
Non-current interest rate swap contracts | 3.3 | 3.3 | 5.8 | 5.8 | |||||||
Current forward foreign exchange contracts | 1.1 | 1.1 | — | — | |||||||
Non-current forward foreign exchange contracts | 2.1 | 2.1 | — | — | |||||||
Long-term debt - variable rate | 122.2 | 122.2 | 104.0 | 104.0 | |||||||
Long-term debt - fixed rate | 434.7 | 454.7 | 441.0 | 443.1 | |||||||
Long-term debt, affiliates - variable rate, current | 6.0 | 6.0 | 8.9 | 8.9 | |||||||
Long-term debt, affiliates, - variable rate, non-current | 135.9 | 135.9 | 141.3 | 141.3 |
• | Cash and cash equivalents: The fair value of the Company’s cash balances approximate the carrying amounts due to the current nature of the amounts. |
• | Interest rate swap contracts: The fair value of the interest rate swaps was determined using a discounted cash flow model based on market-based LIBOR/EURIBOR swap yield curves. |
• | Forward Foreign Exchange Contracts: The fair value of our forward foreign exchange contracts is the estimated amount that we would receive or pay to terminate the agreements at the reporting date, taking into account interest rates and foreign exchange rates. |
• | Variable rate debt: The carrying value of long-term variable rate debt is considered approximate fair value as it is floating rate debt with variable interest rates reset on a quarterly basis. |
• | Fixed rate debt: The fair value is determined by discounting the expected future cash flows to the valuation date. All cash flows are discounted by the discount rate corresponding to its payment date, where the discount rates are derived from market interest rates taking into account credit risk. |
Fair value measurement 2016 | |||||||||||
(in US$ millions) | Total | Quoted prices in active markets for identical assets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||
Financial assets: | |||||||||||
Cash and cash equivalents | 20.6 | 20.6 | — | — | |||||||
Restricted cash | 1.7 | 1.7 | — | — | |||||||
Current interest rate swap contracts | 0.1 | — | 0.1 | — | |||||||
Current forward foreign exchange contracts | 11.3 | — | 11.3 | — | |||||||
Non-current forward foreign exchange contracts | 19.2 | — | 19.2 | — | |||||||
Financial liabilities: | |||||||||||
Current interest rate swap contracts | 5.3 | — | 5.3 | — | |||||||
Non-current interest rate swap contracts | 3.3 | — | 3.3 | — | |||||||
Current forward foreign exchange contracts | 1.1 | — | 1.1 | — | |||||||
Non-current forward foreign exchange contracts | 2.1 | — | 2.1 | — | |||||||
Long-term debt - variable rate | 122.2 | — | 122.2 | — | |||||||
Long-term debt - fixed rate | 454.7 | 454.7 | |||||||||
Long-term debt, affiliates, - variable rate current and non-current | 141.9 | — | 141.9 | — |
Fair value measurement 2015 | |||||||||||
(in US$ millions) | Total | Quoted prices in active markets for identical assets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||
Financial assets: | |||||||||||
Cash and cash equivalents, incl restricted cash | 55.9 | 55.9 | — | — | |||||||
Restricted cash | 3.0 | 3.0 | — | — | |||||||
Current forward foreign exchange contracts | 11.0 | — | 11.0 | — | |||||||
Non-current forward foreign exchange contracts | 22.9 | — | 22.9 | — | |||||||
Financial liabilities: | |||||||||||
Current interest rate swap contracts | 5.1 | — | 5.1 | — | |||||||
Non-current interest rate swap contracts | 5.8 | — | 5.8 | — | |||||||
Long-term debt - variable rate | 104.0 | — | 104.0 | — | |||||||
Long-term debt fixed rate | 443.1 | — | 443.1 | — | |||||||
Long-term debt, affiliates - variable rate current and non-current | 150.2 | — | 150.2 | — |
Notional debt amount (millions) | ||||||||||||||
Currency | Floating rate | Fixed rate | December 31, 2016 | December 31, 2015 | ||||||||||
Interest rate swap 1 | EUR | EURIBOR 3M | 1.671 | % | € | 129.7 | € | 178.3 | ||||||
Interest rate swap 2 | EUR | EURIBOR 3M | 1.880 | % | € | 61.4 | € | 10.0 | ||||||
Interest rate swap 3 | USD | US-LIBOR 3M | 1.627 | % | $ | 225.0 | $ | 225.0 | ||||||
Interest rate swap 4 | EUR | EURIBOR 3M | 0.665 | % | € | 1.5 | € | 1.5 |
Notional debt amount (millions) | ||||||||||||||
Currency | Floating rate | Fixed rate | December 31, 2016 | December 31, 2015 | ||||||||||
Interest rate swap 5 | USD | US-LIBOR 3M | 0.752 | % | $ | 170.0 | $ | — | ||||||
Interest rate swap 6 | EUR | EURIBOR 3M | 0.049 | % | € | 145.0 | € | — |
(in US$ millions) | 2016 | 2015 | |||
Interest rate swaps – current | (5.3 | ) | (5.1 | ) | |
Interest rate swaps – non-current | (3.3 | ) | (5.8 | ) | |
Total interest rate swap liability | (8.6 | ) | (10.9 | ) |
(in US$ millions) | 2016 | 2015 | |||
Interest rate swap - assets current | 0.1 | — | |||
Interest rate swap - assets non-current | — | — | |||
Total interest rate swap asset | 0.1 | — |
2016 | |||||||||
(in millions) | Currency | Notional amounts | US$ Receiving rates | Maturity range | |||||
Forward foreign exchange rate contracts | EUR | 73.4 | 1.28430-1.31700 | 2017-2020 | |||||
Forward foreign exchange rate contracts | EUR | 37.6 | 1.3374 | 2017-2019 | |||||
Forward foreign exchange rate contracts | EUR | 30.0 | 1.34135 | 2017-2019 | |||||
EUR | 141.0 | ||||||||
(in millions) | Currency | Notional amounts | MYR non-deliverable rates | Maturity range | |||||
Forward foreign exchange rate contracts | USD | 26.8 | 3.9910-4.3340 | 2017-2020 | |||||
2015 | |||||||||
(in millions) | Currency | Notional amounts | US$ Receiving rates | Maturity range | |||||
Forward foreign exchange rate contracts | EUR | 61.2 | 1.3548 | 2016-2019 | |||||
Forward foreign exchange rate contracts | EUR | 51.4 | 1.3374 | 2016-2019 | |||||
Forward foreign exchange rate contracts | EUR | 42.0 | 1.3414 | 2016-2019 | |||||
EUR | 154.6 |
(in US$ millions) | 2016 | 2015 | |||
Forward foreign exchange rate contracts – current asset | 11.3 | 11.0 | |||
Forward foreign exchange rate contracts – non-current asset | 19.2 | 22.9 | |||
Total forward foreign exchange rate contract asset | 30.5 | 33.9 |
(in US$ millions) | 2016 | 2015 | |||
Forward foreign exchange rate contracts – current liability | 1.1 | — | |||
Forward foreign exchange rate contracts – non-current liability | 2.1 | — | |||
Total forward foreign exchange rate contract liability | 3.2 | — |
(in US$ millions) | 2016 | 2015 | |||
VAT, wage tax, and other taxes | 3.3 | 2.8 | |||
Other payables | 3.4 | 13.7 | |||
Deferred income | 1.7 | 1.7 | |||
Accrued charges -personnel | 4.9 | 5.3 | |||
Accrued charges -construction work in progress | 3.3 | 5.2 | |||
Accrued charges -general and administrative expenses | 4.6 | 4.6 | |||
Total other liabilities and accrued expenses | 21.2 | 33.3 |
(in US$ millions) | ||
2017 | 14.3 | |
2018 | 10.8 | |
2019 | 10.9 | |
2020 | 10.9 | |
2021 | 11.0 | |
Thereafter | 79.7 | |
Total | 137.6 |
(in US$ millions) | 2016 | 2015 | |||
2016 | — | 9.8 | |||
2017 | 6.8 | 0.3 | |||
Thereafter | 0.1 | — | |||
Total | 6.9 | 10.1 |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
Storage and throughput fees | 282.4 | 265.9 | 273.8 | |||||
Excess throughput and ancillary fees | 29.8 | 23.8 | 29.4 | |||||
Total revenue | 312.2 | 289.7 | 303.2 |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
The Netherlands | 119.5 | 113.1 | 132.4 | |||||
Belgium | 34.4 | 32.1 | 35.0 | |||||
United Arab Emirates | 60.6 | 57.4 | 56.3 | |||||
United States | 28.5 | 27.4 | 27.1 | |||||
Malaysia | 69.2 | 59.7 | 52.4 | |||||
Total revenue | 312.2 | 289.7 | 303.2 |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
Gross debt interest and finance expense | 28.6 | 18.2 | 28.6 | |||||
Of which capitalized as borrowing cost | (0.5 | ) | (3.1 | ) | (2.2 | ) | ||
Total interest and finance expenses | 28.1 | 15.1 | 26.4 |
(in US$ millions) | Post-retirement benefit obligation | Foreign currency translation reserve | Accumulated Other Comprehensive Income | |||||
Balance at December 31, 2014 | (1.5 | ) | (4.5 | ) | (6.0 | ) | ||
Other comprehensive income | 0.4 | (5.2 | ) | (4.8 | ) | |||
Balance at December 31, 2015 | (1.1 | ) | (9.7 | ) | (10.8 | ) | ||
Other comprehensive income | 0.2 | (2.3 | ) | (2.1 | ) | |||
Reallocation of accumulated other comprehensive income | — | (0.9 | ) | (0.9 | ) | |||
Balance at December 31, 2016 | (0.9 | ) | (12.9 | ) | (13.8 | ) |
(in US$ millions) | 2016 | 2015 | 2014 | |||||
Cash interest paid | 26.4 | 18.8 | 23.4 | |||||
Cash corporate income tax paid | 0.3 | — | — |
Number of units | Weighted average Grant Date Fair Value (1) | |||||
Unvested at January 1, 2016 | — | $ | — | |||
Granted | 134,878 | 18.38 | ||||
Vested | — | — | ||||
Forfeited | — | — | ||||
Unvested at December 31, 2016 | 134,878 |
(in US$ in thousands, except per unit data) | 2016 | 2015 | 2014 | |||||
Net income attributable to the members of VTTI Energy Partners LP (1) | 25.2 | 22.5 | 6.6 | |||||
Less: Distributable paid (2) | (57.3 | ) | (47.1 | ) | (17.3 | ) | ||
Over distributed earnings | (32.1 | ) | (24.6 | ) | (10.7 | ) | ||
Over distributed earnings attributable to: | ||||||||
Common unitholders | (16.5 | ) | (13.7 | ) | (5.3 | ) | ||
Subordinated unitholders | 14.9 | (13.7 | ) | (5.3 | ) | |||
General partner | (0.6 | ) | (0.6 | ) | (0.2 | ) | ||
Weighted average units outstanding : | ||||||||
Common unitholders - basic | 22,167,466 | 20,125,000 | 20,125,000 | |||||
Dilutive effect of LTIP awards | 108,006 | — | — | |||||
Common unitholders - diluted | 22,275,472 | 20,125,000 | 20,125,000 | |||||
Subordinated unitholders - basic and diluted | 20,125,000 | 20,125,000 | 20,125,000 | |||||
General partner - basic and diluted | 866,132 | 821,429 | 821,429 | |||||
Earnings per unit: | ||||||||
Common unitholders - basic | $ | 0.5839 | $ | 0.5478 | $0.1607 | |||
Common unitholders - diluted | $ | 0.5811 | $ | 0.5478 | $0.1607 | |||
Subordinated unitholders - basic and diluted | $ | 0.5839 | $ | 0.5478 | $0.1607 | |||
General partner - basic and diluted | $ | 0.5839 | $ | 0.5478 | $0.1607 | |||
Cash distributions declared and paid in the period per unit (3) | ||||||||
Common unitholders | $ | 0.9594 | $ | 0.8459 | $0.1598 | |||
Subordinated unitholders | $ | 0.9594 | $ | 0.8459 | $0.1598 | |||
General partner | $ | 0.9594 | $ | 0.8459 | $0.1598 | |||
Subsequent event: cash distributions declared and paid per unit relating to the period (4) | ||||||||
Common unitholders | $ | 0.3360 | $ | 0.3015 | $0.2625 | |||
Subordinated unitholders | $ | 0.3360 | $ | 0.3015 | $0.2625 | |||
General partner | $ | 0.3360 | $ | 0.3015 | $0.2625 |
(1) | Net income in 2014 is attributable to the period post IPO from August 2014 through December 31, 2014. |
(2) | This refers to distributions made or to be made in relation to the period irrespective of the declaration and payment dates and based on the numbers of units outstanding at the record date, except for the units issued to the LTIP Foundation for LTIP awards. Also included in this amount is $0.5 million paid to the General Partner for the incentive distribution rights for the year ended December 31, 2016. |
(3) | Refers to cash distributions relating to the period declared and paid during the period. |
(4) | Refers to cash distributions declared relating to the period and paid subsequent to the period end. |
• | first, 98.0% to the common unitholders, pro rata, and 2.0% to the General Partner, until each outstanding common unit has received a minimum quarterly distribution of $ 0.2625; |
• | second, 98.0% to the common unitholders, pro rata, and 2.0% to the General Partner, until each outstanding common unit has received an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for prior quarters during the subordination period; and |
• | third, 98.0% to the subordinated unitholders, pro rata, and 2.0% to the General Partner until each subordinated unit has received a minimum quarterly distribution of $0.2625. |
• | the Partnership has distributed available cash from operating surplus to the holders of common and subordinated units in an amount equal to the minimum quarterly distribution; and |
• | the Partnership has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution; |
• | first, 98.0% to all unit holders, pro rata, and 2.0% to the General Partner, until each unit holder receives a total of $0.301875 per unit for that quarter (the “first target distribution”); |
• | second, 85.0% to all unit holders, pro rata, and 2.0% to the General Partners and 13.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.328125 per unit for that quarter (the “second target distribution”); |
• | third, 75.0% to all unit holders, pro rata, and 2.0% to the General Partners and 23.0% to the holders of the incentive distribution rights, pro rata, until each unit holder receives a total of $0.39375 per unit for that quarter (the “third target distribution”); and |
• | thereafter, 50.0% to all unit holders, pro rata, 2.0% to the General Partner and 48.0% to the holders of the incentive distribution rights, pro rata. |
A. | Parties have entered into the Administrative Services Agreement for the provision, or procurement of the provision of, management and administrative services to the Partnership on the terms set out therein; |
B. | Pursuant to Article III of the Administrative Services Agreement VTTI Holdings is compensated and reimbursed for the Services rendered to the Partnership by payment of a fixed fee in the amount of USD 3.0 million per year. |
C. | Parties now, with retrospective effect to 1 January 2015, wish to amend this fixed fee to a fee equal to the actual cost of the Services plus 5% to be paid by the Partnership to VTTI Holdings on the basis of invoices. |
D. | The Parties wish to amend the Administrative Services Agreement in the manner set out herein. |
VTTI Energy Partners LP By: VTTI Energy Partners GP LLC, its general partner | ||
By | /s/ Robert Nijst | |
Name: Robert Nijst | ||
Title: Chief Executive Officer |
VTTI Energy Partners GP LLC | ||
By | /s/ Robert Nijst | |
Name: Robert Nijst | ||
Title: Chief Executive Officer |
VTTI MLP Holdings Ltd | ||
By | /s/ Robert Abbott | |
Name: Robert Abbott | ||
Title: Chief Financial Officer |
(1) | Seaport Canaveral, Corp (the Company) |
(2) | Vitol Inc. (the Client) |
(A) | The Company and the Client are parties to a Terminalling Services Contract originally dated 1 February 2010 (the Contract) and later further amended to expire March 31, 2019, bearing contract reference number C100101, pursuant to which the Company is required to provide to the Client Terminalling services for various petroleum products at the Company’s terminal at Cape Canaveral, Florida, U.S.A. |
(B) | For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Client now wish to amend the Contract in accordance with this Amendment Agreement. |
1. | The Company and the Client agree that on the first of every month and effective January 1, 2017 Company will invoice Client a Truck Rack Access fee of $110,000 monthly through the duration of the existing contract (i.e. March 31, 2019). |
2. | The Company agrees to execute and construct the “Rack Expansion Project” full scope as discussed during the June 1st meeting held at Seaport office and as referenced in Presentation: Rack Expansion Rev 01, “Six Lanes to Ten Lanes” (excluding slides 9 & 10) which is attached hereto and incorporated herein for all purposes (the Expansion). The Parties agree that time is of the essence in the construction and commencement of operations with respect to the Expansion. |
3. | Save to the extent amended by this Amendment Agreement, all other terms and conditions of the Contract shall remain in full force and effect. |
4. | Terms not otherwise defined in this Amendment Agreement have the same meaning as in the Contract. |
5. | This Amendment Agreement shall be read and construed as if this Amendment |
1. | I have reviewed this annual report on Form 20-F of VTTI Energy Partners LP; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the partnership as of, and for, the periods presented in this report; |
4. | The partnership’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the partnership and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the partnership’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the partnership’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the partnership’s internal control over financial reporting; and |
5. | The partnership’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the partnership’s auditors and the audit committee of the partnership’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the partnership’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the partnership’s internal control over financial reporting. |
Date: | April 28, 2017 |
/s/ Robert Nijst | |
Name: | Robert Nijst |
Title: | Chief Executive Officer (Principal Executive Officer) |
1. | I have reviewed this annual report on Form 20-F of VTTI Energy Partners LP; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the partnership as of, and for, the periods presented in this report; |
4. | The partnership’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the partnership and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the partnership, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the partnership’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the partnership’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the partnership’s internal control over financial reporting; and |
5. | The partnership’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the partnership’s auditors and the audit committee of the partnership’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the partnership’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the partnership’s internal control over financial reporting. |
Date: | April 28, 2017 |
/s/ Robert Abbott | |
Name: | Robert Abbott |
Title: | Chief Financial Officer (Principal Financial Officer) |
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 Partnership. |
Date: | April 28, 2017 |
/s/ Robert Nijst | |
Name: | Robert Nijst |
Title: | Chief Executive Officer (Principal Executive Officer) |
Date: | April 28, 2017 |
/s/ Robert Abbott | |
Name: | Robert Abbott |
Title: | Chief Financial Officer (Principal Financial Officer) |
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Document and Entity Information |
12 Months Ended |
---|---|
Dec. 31, 2016
shares
| |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2016 |
Document Fiscal Year Focus | 2016 |
Document Fiscal Period Focus | FY |
Trading Symbol | VTTI |
Entity Registrant Name | VTTI ENERGY PARTNERS LP |
Entity Central Index Key | 0001605725 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Accelerated Filer |
Common Units [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 25,595,500 |
Subordinated Units [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 20,125,000 |
General Partner [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 933,071 |
Consolidated and Combined Carve-Out Statements of Operations - USD ($) $ in Millions |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
||||
Income Statement [Abstract] | ||||||
Revenues, third parties | $ 97.5 | $ 69.7 | $ 70.8 | |||
Revenues, affiliates | 214.7 | 220.0 | 232.4 | |||
Total revenues | 312.2 | 289.7 | 303.2 | |||
Operating costs and expenses: | ||||||
Operating costs | 80.2 | 76.2 | 92.9 | |||
Depreciation and amortization | 72.6 | 68.4 | 70.7 | |||
Selling, general and administrative | 29.2 | 30.9 | 27.2 | |||
Loss on disposal of property, plant and equipment | 0.8 | 0.6 | 0.0 | |||
Total operating expenses | 182.8 | 176.1 | 190.8 | |||
Other operating income | 0.0 | 9.3 | 0.0 | |||
Total operating income | 129.4 | 122.9 | 112.4 | |||
Other (expense)/income: | ||||||
Interest expense, including related party | (25.9) | (12.6) | (21.1) | |||
Other finance expense | (2.2) | (2.5) | (5.3) | |||
Net loss on foreign currency transactions | (10.7) | (24.7) | (15.3) | |||
(Loss)/gain on derivative financial instruments | (0.1) | 20.1 | 10.6 | |||
Total other (expense)/income | (38.9) | (19.7) | (31.1) | |||
Income before income tax expense | 90.5 | 103.2 | 81.3 | |||
Income tax expense | (17.9) | (28.2) | (24.4) | |||
Net income | 72.6 | 75.0 | 56.9 | |||
Non-controlling interest | (47.4) | (52.5) | (15.7) | |||
Net income attributable to VTTI Energy Partners LP Owners | $ 25.2 | $ 22.5 | $ 41.2 | |||
Earnings per unit | ||||||
Common unit - basic (in dollars per share) | [1] | $ 0.5839 | $ 0.5478 | |||
Common unit - diluted (in dollars per share) | [1] | 0.5811 | 0.5478 | |||
Subordinated unit - basic and diluted (in dollars per share) | [1] | 0.5839 | 0.5478 | |||
General partner unit - basic and diluted (in dollars per share) | [1] | $ 0.5839 | $ 0.5478 | |||
|
Consolidated and Combined Carve-Out Statements of Comprehensive Income - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 72.6 | $ 75.0 | $ 56.9 |
Other comprehensive income: | |||
Postretirement benefit plan adjustment, net of tax | 0.0 | 0.6 | (0.1) |
Exchange rate translation difference, net of tax | (4.6) | (17.5) | (19.7) |
Effective portion cash-flow hedge, net of tax | 0.0 | 0.0 | 5.3 |
Total other comprehensive (loss)/income | (4.6) | (16.9) | (14.5) |
Total comprehensive income | 68.0 | 58.1 | 42.4 |
Comprehensive income attributable to: | |||
Parent’s equity | 0.0 | 0.0 | 31.3 |
Non-controlling interest | 44.9 | 40.4 | 9.1 |
VTTI Energy Partners LP owners | 23.1 | 17.7 | 2.0 |
Total comprehensive income | $ 68.0 | $ 58.1 | $ 42.4 |
Consolidated and Balance Sheets (Parenthetical) - shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common unit, shares issued (in shares) | 25,595,500 | 20,125,000 |
Common unit, shares outstanding (in shares) | 25,595,500 | 20,125,000 |
Subordinated unit, shares issued (in shares) | 20,125,000 | 20,125,000 |
Subordinated unit, shares outstanding (in shares) | 20,125,000 | 20,125,000 |
General partners, shares issued (in shares) | 933,071 | 821,429 |
General partners, shares outstanding (in shares) | 933,071 | 821,429 |
Consolidated and Combined Carve-Out Statements of Changes in Partners' Capital/Partner's Equity - USD ($) $ in Millions |
Total |
Parent's Equity [Member] |
Common Units [Member] |
Subordinated Units [Member] |
General Partner Units [Member] |
Accumulated Other Comprehensive Income (Loss) [Member] |
Before Noncontrolling Interest [Member] |
Noncontrolling Interest [Member] |
---|---|---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2013 | $ 645.7 | $ 594.8 | $ 594.8 | $ 50.9 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 37.5 | 34.6 | 34.6 | 2.9 | ||||
Other comprehensive income | (4.2) | (3.3) | (3.3) | (0.9) | ||||
Cash dividends | (52.4) | (48.4) | (48.4) | (4.0) | ||||
Loan conversion to equity | 204.0 | 204.0 | 204.0 | |||||
Ending balance at Aug. 06, 2014 | 830.6 | 781.7 | 781.7 | 48.9 | ||||
Beginning balance at Dec. 31, 2013 | 645.7 | 594.8 | 594.8 | 50.9 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 56.9 | |||||||
Other comprehensive income | (14.5) | |||||||
Ending balance at Dec. 31, 2014 | 827.1 | $ 140.3 | $ 140.3 | $ 5.6 | $ (6.0) | 280.2 | 546.9 | |
Beginning balance at Aug. 06, 2014 | 830.6 | 781.7 | 781.7 | 48.9 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 19.4 | 3.3 | 3.3 | 6.6 | 12.8 | |||
Other comprehensive income | (10.3) | (4.6) | (4.6) | (5.7) | ||||
Contribution from owners | 8.8 | 2.0 | 2.0 | 0.1 | 4.1 | 4.7 | ||
Allocation of Partnership Capital to unit holders | $ (781.7) | 138.2 | 138.2 | 5.6 | (1.4) | (501.1) | 501.1 | |
Cash distributions | (21.4) | (3.2) | (3.2) | (0.1) | (6.5) | (14.9) | ||
Ending balance at Dec. 31, 2014 | 827.1 | 140.3 | 140.3 | 5.6 | (6.0) | 280.2 | 546.9 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 75.0 | 11.0 | 11.0 | 0.5 | 22.5 | 52.5 | ||
Other comprehensive income | (16.9) | (4.8) | (4.8) | (12.1) | ||||
Cash distributions | (136.1) | (22.5) | (22.5) | (1.0) | (46.0) | (90.1) | ||
Purchase of additional interest in VTTI Operating | (75.0) | (12.9) | (12.9) | (0.5) | (26.3) | (48.7) | ||
Ending balance at Dec. 31, 2015 | 674.1 | 115.9 | 115.9 | 4.6 | (10.8) | 225.6 | 448.5 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 72.6 | 12.9 | 11.8 | 0.5 | 25.2 | 47.4 | ||
Other comprehensive income | (4.6) | (2.1) | (2.1) | (2.5) | ||||
Cash distributions | (143.0) | (27.3) | (25.4) | (1.3) | (54.0) | (89.0) | ||
Unit issuance, net of expenses | 102.2 | 100.1 | 2.1 | 102.2 | ||||
Purchase of additional interest in VTTI Operating | (96.2) | (22.1) | (17.3) | (0.8) | (0.9) | (41.1) | (55.1) | |
Unit based compensation | 0.8 | 0.7 | 0.1 | 0.8 | ||||
Ending balance at Dec. 31, 2016 | $ 605.9 | $ 180.2 | $ 85.0 | $ 5.2 | $ (13.8) | $ 256.6 | $ 349.3 |
General Information |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
General Information | General Information 1. Overview VTTI Energy Partners LP (the “Partnership”) is a limited partnership formed under the laws of the Republic of the Marshall Islands on April 11, 2014 by VTTI B.V. (“VTTI”), to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on a global scale. The assets of the Partnership consist of a 51.0% indirect interest in VTTI MLP B.V., a Netherlands limited liability company (“VTTI Operating”), which owns a portfolio of 6 terminals including, a 100% economic interest of the terminals located in Amsterdam, The Netherlands, Antwerp, Belgium, Johore, Malaysia and Seaport Canaveral, USA and a 90% economic interest of the terminals located in Rotterdam, The Netherlands and Fujariah, UAE. The remaining 49.0% economic interest in VTTI Operating is owned by VTTI, a privately held limited liability company in The Netherlands. VTTI is indirectly owned by Vitol, its affiliates and its investment partners in VIP. On August 6, 2014 the Partnership completed its Initial Public Offering (the “IPO”) at the New York Stock Exchange (NYSE). In conjunction with IPO, the following formation transactions were consummated:
On July 1, 2015, VTTI Holdings, our subsidiary acquired an additional 6.6% economic interest in VTTI Operating. On August 12, 2016, the Partnership issued 5,250,000 common units which comprised of 3,954,664 units to the underwriters of the public offering at a price of $19.05 per unit and 1,295,336 units to VTTI MLP Partners BV at a price of $19.30 per unit. In conjunction with the offering, we issued 107,142 general partner units to our General Partner to maintain its 2% ownership interest. The proceeds from these unit issuances were used to purchase additional interests in VTTI Operating noted below. On September 1, 2016, VTTI Holdings, our subsidiary, acquired an additional 8.4% economic interest in VTTI Operating. As of December 31, 2016, we have a total 51.0% economic interest and 51.0% voting interest in VTTI Operating. During the year ended December 31, 2016, the Partnership issued 220,500 common units in conjunction with awards under the VTTI Energy Partners LP 2014 Long-Term Incentive Plan. In conjunction with the issuance of these units, we issued 4,500 general partner units to our General Partner to maintain its 2% ownership interest. See Note 24 Unit based Compensation for further discussion. The following table lists the Partnership's significant subsidiaries and their purpose as of December 31, 2016.
The entities listed above are wholly owned by VTTI Operating, with the exception of Euro Tank Terminal B.V. and VTTI Fujairah Terminals Ltd. In these two entities VTTI Operating owns 90% of the economic interest. As used herein, and unless otherwise required by the context, the terms “Partnership”, “we”, “Group”, “our”, “us” and words of similar import refer to VTTI Energy Partners LP and its consolidated companies. The use herein of such terms as group, organization, we, us, ours and its, or references to specific entities, is not intended to be a precise description of corporate relationships. Recent Developments On March 2, 2017, the board of directors of our general partner received a proposal from VTTI pursuant to which VTTI would acquire through a wholly-owned subsidiary all publicly held common units of the Partnership in exchange for $18.75 per common unit, representing a 3% premium over the 30 trading day volume weighted average price as of March 1, 2017. If approved, the transaction would be effected through a merger of the Partnership with a wholly-owned subsidiary of VTTI. The conflicts committee of the board of directors of our general partner is currently considering the proposal. In reviewing the proposal, the conflicts committee has retained its own financial adviser and legal counsel to assist in its work. The proposed transaction is subject to the negotiation and approval of mutually satisfactory definitive documentation by the board of directors of our general partner and its conflicts committee, together with the execution of such documentation by VTTI and us. If a definitive agreement is reached, the transaction will also require approval by at least a majority of the holders of our outstanding common units (other than those common units held by VTTI and its affiliates) and subordinated units. Any transaction would be subject to customary closing conditions. There can be no assurance that definitive documentation will be executed or that any transaction will materialize. If a transaction does not materialize, it could have a material adverse effect on the trading price of our units. 2. Basis of Preparation and Presentation The consolidated and combined carve-out financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The amounts are presented in United States dollar (USD) rounded to the nearest million, unless otherwise stated. The accounting policies set out below have been consistently applied to all periods presented in these consolidated and combined carve-out financial statements, unless otherwise noted. Pre-IPO basis of consolidation Prior to the Partnership’s IPO in August 2014, the Partnership’s combined carve-out financial statements have been prepared on a “carve-out” basis for the period January 1, 2014 to August 6, 2014 from the accounting records of VTTI using historical results of operations, assets and liabilities attributable to the Partnership, including allocation of expenses from VTTI. The combined carve-out financial statements include the assets, liabilities, revenues, expenses and cash flows directly attributable to the Partnership and its terminal-owning and operating subsidiaries plus an allocation of items and expenses as described below:
Management believes that the allocations included in the combined carve-out financial statements are reasonable to present the results of operations and cash flows of the Partnership on a stand-alone basis for the year ended December 31, 2014. However, the results of operations and cash flows of the Partnership may differ from those that would have been achieved had the Partnership operated autonomously for the year ended December 31, 2014, as the Partnership would have had additional general and administrative expenses, including legal, accounting, treasury and regulatory compliance and other costs normally incurred by a stand-alone entity. Accordingly, the combined carve-out financial statements do not purport to be indicative of the future financial position, results of operations or cash flows of the Partnership. Post-IPO basis of consolidation The formation transactions described in the Overview section above represent a reorganization of entities under common control and are recorded at VTTI’s historical book value. Investments in companies in which the Partnership directly or indirectly holds more than 50% of the voting control are consolidated in the financial statements. All intercompany balances and transactions have been eliminated on consolidation. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Significant items subject to such estimates and assumptions include the impairment of goodwill and other non-financial assets, useful life of property, plant and equipment, decommissioning costs representing the asset retirement obligations, environmental provisions, employee defined benefit obligations, income taxes, unit based compensation and contingencies. Estimates and underlying assumptions are reviewed on an ongoing basis and are based on historical experience, terms of existing contracts and trends in the industry. The results form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources and various other factors that are believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While the Partnership believes that the estimates and assumptions used in the preparation of the consolidated and combined carve-out financial statements are appropriate, actual results could differ from those estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Reporting Currency The consolidated and combined carve-out financial statements are prepared in the reporting currency of U.S. dollars. The functional currency of the Partnership operating subsidiaries domiciled in Asia, Middle East and North America is the U.S. dollar, because the subsidiaries operate in the regional or international markets where the majority of revenues and costs are denominated in U.S. dollars. Certain of the Partnership's holding and operating subsidiaries domiciled in Europe operate in the regional and international market where the majority of revenues and costs are denominated in Euro and consequently the functional currency of these subsidiaries is the Euro. Transactions involving currencies other than an entity’s functional currency during the year are converted into the functional currency using the exchange rates in effect at the time of the transactions. As of the balance sheet dates, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated to reflect the year-end exchange rates. Resulting gains or losses are reflected in the accompanying consolidated and combined carve-out statements of operations. The assets and liabilities for those subsidiaries with a functional currency other than U.S. dollar, are translated into U.S. dollar at exchange rates in effect at the balance sheet date, and revenues and expenditures are translated at average exchange rates. Differences arising from these foreign currency translations are recorded in the consolidated and combined carve-out balance sheets in accumulated other comprehensive income within equity. Cash and Cash Equivalents The Partnership considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2016 and 2015 cash and cash equivalents were comprised of cash held in banks. Restricted Cash Restricted cash consists of bank deposits which are not immediately available for use due to contractual restrictions. Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are customer obligations due under agreed-upon trade terms and are recorded at the invoiced amount and do not bear interest. The Partnership regularly performs credit evaluations of its customers and generally does not require collateral. Management regularly reviews trade accounts receivable on a case-by-case basis to determine if any receivables could potentially be uncollectible, and if so, includes a determined amount in the allowance for doubtful accounts. Other Receivables Other receivables are recorded in the balance sheets at their nominal amount less an allowance for doubtful accounts. Other receivables include employee receivables, proceeds from insurance claims, unbilled reimbursable costs, and tax receivables being mainly value added taxes and other receivables, which management believes to have minimal credit risk. Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment loss, if any. The Partnership capitalizes all direct and indirect construction costs. Indirect construction costs include general engineering, direct project management costs and the cost of funds used during construction. Interest on borrowed funds is capitalized on projects during construction based on the weighted-average interest rate of our debt. The Partnership capitalizes interest on all construction projects requiring a completion period of six months or longer. Costs, including complete asset replacements and enhancements or upgrades that increase the original efficiency, productivity or capacity of property, plant and equipment, are also capitalized. The costs of repairs, minor replacements and maintenance projects are expensed as incurred, unless they increase the original efficiency, productivity, capacity or useful life of property, plant and equipment. When an item of property, plant and equipment comprises major components having different useful economic lives, they are accounted for as separate items of property, plant and equipment. Depreciation is computed from the date that the asset is available for use and is charged to the consolidated and combined carve-out statement of operations on a straight-line basis over the estimated useful economic life and taking into account the estimated residual value. Property, plant and equipment are depreciated using the straight-line method, over the estimated useful life of each asset as follows:
The Partnership assigns asset lives based on reasonable estimates when an asset is placed into service. Subsequent events could cause us to change our estimates, which would impact the future calculation of depreciation expense. Asset Retirement Obligation The Partnership initially records asset retirement obligations at fair value at the time a legal (or constructive) obligation is incurred, if the liability can be reasonably estimated. When the liability is initially recorded, the carrying amount of the related asset is increased by the amount of the liability. Over time, the liability is accreted to its future value, with the accretion recorded as operating expense. The Partnership’s operating assets generally consist of storage tanks, pipelines and related facilities, which when properly maintained, have a prolonged period of economic use. Management is therefore unable to reliably predict when, or if, the Partnership’s tanks, pipelines and related facilities would become completely obsolete and require decommissioning. Accordingly, the Partnership has not recorded a liability or corresponding asset as both the amounts and timing of such potential future costs are indeterminable. Impairment Assessment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Partnership first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If a long-lived asset is not recoverable on an undiscounted cash flow basis, the impairment loss is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, such as discounted future cash flows analysis, quoted market values and third-party independent appraisals, as considered necessary. Lease Rights Lease rights comprise land lease rights or separately acquired jetty lease rights and are recorded at initial recognition at the amount paid. Following initial recognition, lease rights are expensed using the straight-line method over the life of the lease. The expenses are recognized in the consolidated and combined carve-out statement of operations under operating expenses. Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. Goodwill is not amortized but is annually reviewed for impairment at year-end or more frequently if impairment indicators are identified. The Partnership tests goodwill for impairment using a two-step analysis, with the option of performing a qualitative assessment before performing the first step of the two-step analysis, whereby the carrying value of the reporting unit is compared to its fair value in the first step. If the carrying value of the reporting unit is greater than its fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value. An impairment charge is recognized for the amount by which the carrying amount of goodwill exceeds its fair value. The fair value is estimated using the net present value of discounted cash flows of the reporting unit. Postretirement Benefit Plan Obligations Defined Contribution Plan The Partnership has various pension plans for its employees of which most are defined contribution plans. A defined contribution plan is a plan under which the Partnership pays fixed contributions into a separate entity. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in the consolidated and combined carve-out statement of operations as incurred. Defined Benefit Plan and Post Employment Plan The Partnership’s net obligation in respect of defined benefit pension plans is calculated separately for each plan. The defined benefit asset or liability comprises the present value of the defined obligation, less unrecognized prior service costs and less the fair value of plan assets out of which the obligations are to be settled. Plan assets are assets that are held by a long-term employee benefit fund and are not available to the creditors, nor can they be paid directly to any of the Partnership's’ companies. The cost of providing postretirement benefits is actuarially determined based upon an independent actuarial valuation using management’s best estimates of discount rates, rates of return on plan assets, rates of compensation increase, retirement ages of employees and expected health care costs. The cost of pensions earned by employees is actuarially determined using the projected benefit method pro-rated on credited service. For amortization of unrecognized actuarial gains or losses (originating from differences between expectations and realizations and/or changes in actuarial assumptions) the Corridor Method is used. The unrecognized gain (or loss) exceeding 10% of the greater of projected benefit obligation or fair value of assets is amortized to the statement of operations over the average future work life. Unit based compensation The Partnership awards unit based compensation to eligible participants under the Partnership's Long Term Incentive Plan (LTIP). All unit based payments to participants under the LTIP are recognized in our consolidated and combined carve-out statements of operations based on their fair values. The fair values of the awards are estimated on the date of grant. Compensation expense equal to the fair value of the awards that are expected to vest is estimated and recorded over the period the grants are earned, which is the vesting period. Compensation expense estimates are updated periodically. The vesting of the performance unit awards is also contingent upon the attainment of predetermined performance goals. Depending on the estimated probability of attainment of those performance goals, the compensation expense recognized related to the awards could increase or decrease over the remaining vesting period. Environmental Provisions Provisions are recognized when the Partnership has a present obligation (legal or constructive) as a result of a past event, when (i) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. Environmental provisions are recognized for soil contamination whereby agreements have been made with the local authorities to remediate or contain the soil contamination. The environmental provisions are undiscounted and have been determined based on agreed remediation plans using existing technology, at current prices and on estimates by third party experts. The recorded provisions comprise the expected costs of site restoration, environmental remediation, cleanup or other obligations that are known and based on an agreed project plan and can be reasonably estimated. Revenue Recognition The Partnership generates revenues through the provision of fee-based services to their customers generally under multi-year agreements. Agreements contain “take-or-pay” provisions whereby the Partnership is entitled to a minimum throughput or storage fee. The Partnership recognizes revenues when the service is provided, the refined petroleum products and crude oil are handled or when the customer’s ability to make up the minimum volume has expired, in accordance with the terms of the contracts. The Partnership’s assessment of each of the four revenue recognition criteria as they relate to their revenue producing activities is as follows:
The Partnership's customary practices are to enter into a written contract, executed by both the customer and the Partnership or to obtain other written correspondence that represents a legally binding arrangement.
The Partnership considers services are provided when the refined petroleum products and crude oil are shipped through, delivered by or stored in their pipelines, terminals and storage facilities, as applicable.
The Partnership negotiates the fees for its services at the outset of its fee-based agreements. The storage fees generally are due in advance on the first day of the month. For other agreements, such as ancillary services, the amount of revenue is determinable after services are provided and volumes handled. These fees are generally determined and invoiced at the end of the month.
Collectability is evaluated on a customer-by-customer basis. The Partnership conducts a credit review for all customers at the inception of a new agreement to determine the creditworthiness of potential and existing customers. Collection is deemed probable if it is expected that the customer will be able to pay amounts under the agreement as payments become due. If the Partnership determines that collection is not probable, revenues are deferred and recognized upon cash collection. The Partnership collects taxes on certain revenue transactions to be remitted to governmental authorities, which may include sales, use, value added, goods and services and some excise taxes. These taxes are not included in revenue. Income Taxes Income tax comprises current and deferred tax. Income tax is recognized in the consolidated and combined carve-out statements of operations except to the extent that it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using enacted tax rates at the balance sheet date and any adjustments to tax payables in respect of previous years. Income taxes are accounted for under the liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carry-forwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which temporary differences are expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if we believe it is more likely than not that such net deferred tax assets will not be realized. Certain of our valuation allowances and tax uncertainties are associated with entities that we acquired in business combinations. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Interest and penalties and the effects of foreign exchange, if any, related to income tax liabilities are included in income tax expense. All deferred income tax amounts are recognized as a long term asset or liability. The Netherlands domiciled entities of the Partnership are part of a Netherlands tax fiscal unity (the “Netherlands Fiscal Unity”). The Netherlands Fiscal Unity combines individual tax paying Netherlands entities and their ultimate Netherlands parent company as one taxpayer for Netherlands corporate income tax purposes. The intercompany tax allocations from the Netherlands Fiscal Unity are not subject to tax sharing agreements and no cash payments are made between the companies related to Netherlands tax attributes. Other Comprehensive Income Other comprehensive income consists of post-retirement benefit plan costs not recognized in earnings, the effective portion of a cash flow hedge and the translation differences of entities with a functional currency in Euro, and is reflected net of the related income tax effects. Fair Value Measurements The Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Fair value measurements are derived using inputs and assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The fair value classification prioritizes the inputs used in measuring the fair value as follows:
Accounting for Leases Leases of assets under which substantially all the risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognized as an expense on a straight-line method over the lease term. Derivative Financial Instruments and Hedging Activities The Partnership’s primary derivative instruments include interest-rate swap agreements and forward foreign exchange contracts which are recorded at fair value. Changes in the fair value of these derivatives, which have not been designated as hedging instruments, are recorded as a gain or loss within other income/(expense) in our consolidated and combined carve-out statement of operations. Changes in the fair value of any derivative instrument or non-derivative instrument that we have formally designated as a hedge, including a hedge in a net investment of a subsidiary, are recognized in other comprehensive income/(loss) in our consolidated and combined statement of comprehensive income. Any change in fair value relating to an ineffective portion of a designated hedge is recognized in the consolidated and combined carve-out statement of operations. The Partnership formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process included linking all derivatives and non-derivatives that were designated as hedges. The Partnership also formally assessed, both at the hedge’s inception and on an ongoing basis, whether the derivatives or non-derivatives that were used in hedging transactions were highly effective. If it is determined that a derivative or non-derivative was not highly effective as a hedge, that it had ceased to be a highly effective hedge, or the derivative expires or is sold, terminated or exercised, we discontinue hedge accounting prospectively. Earnings per unit The Partnership computes earnings per unit using the two-class method for its participating securities, which include the general partner units, common units, subordinated units, and the incentive distribution rights. Recently Issued Accounting Standards New Accounting Standards Adopted ASU 2014-12 In June 2014 the FASB issued ASU No. 2014-12 Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A reporting entity should apply FASB ASC Topic 718, Compensation—Stock Compensation to awards with performance conditions that affect vesting. ASU 2014-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Adoption of ASU No. 2014-12 did not have a material impact on the financial position or the results of operations. ASU 2015-06 In April 2015, the FASB issued ASU 2015-06, Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. Master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or “drops down”) net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in ASU 2015-06 specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of this guidance did not have an impact but will impact the calculation of EPU in periods during which a dropdown transaction of net assets occurs. New Accounting Standards Not Yet Adopted ASU No. 2014-9 In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers. The ASU provides a five-step analysis of transactions to determine when and how revenue is recognized. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date by one year to annual reporting periods beginning after December 15, 2017. The FASB has permitted early adoption beginning after December 15, 2016. The Partnership is currently evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets, cash flows or disclosures. The evaluation process includes comparing the new accounting guidance to our current revenue recognition policies, a review of existing contracts with customers and the terms and conditions of such contracts and determining the method of adoption and any related impact on our internal controls. ASU 2016-01 In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10). This update is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The amendments in the update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets or cash flows. ASU 2016-02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update introduces a new lease model that requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. This update is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets or cash flows. ASU 2016-09 In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share Based Payment Accounting. This update changes how entities recognize the tax effects of awards in the income statement when the awards vest or are settled as well as revising guidance on employers' accounting for an employee's use of shares to satisfy the employer's statutory income tax withholding obligation and for forfeitures. This update is effective for financial statements issued for annual periods beginning after December 15, 2016 and for interim periods within those fiscal years. Early adoption is permitted in any annual or interim period for which financial statements have not been issued or made available for issuance, but all guidance must be adopted in the same period. If an entity adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets or cash flows. ASU 2016-15 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows, with the objective of reducing existing diversity in practice with respect to these items. The guidance must be applied retrospectively, and it is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods, with early adoption permitted. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated statement of cash flows. ASU 2016-18 On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force. This update requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Partnership does not believe the adoption of this guidance will have a material impact on our consolidated results of operations, balance sheets, cash flows or disclosures. ASU 2017-04 In January 2017, the FASB issued issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This update simplifies the test for goodwill impairment. The guidance eliminates Step 2 from the goodwill impairment test, which required entities to calculate the implied fair value of a reporting unit's goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under the new guidance, entities will recognize an impairment charge for the amount by which the fair value of a reporting unit exceeds its carrying amount. The guidance must be applied using a prospective approach and is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The Partnership does not believe the adoption of this guidance will have a material impact on our consolidated results of operations, balance sheets, cash flows or disclosures. |
Significant Risks and Uncertainties Including Business and Credit Concentrations |
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Risks and Uncertainties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Significant Risks and Uncertainties Including Business and Credit Concentrations | Significant Risks and Uncertainties Including Business and Credit Concentrations Business Risks The Partnership operates in a single segment consisting of fee-based energy storage and terminaling services, typically under long-term contracts. These services are for a broad mix of customers, including energy trading companies, major integrated oil companies, national oil companies, distributors and chemical and petrochemical companies. We believe key factors that influence our business are (i) the long-term demand for and supply of refined petroleum products and crude oil, (ii) the demand for terminaling services, (iii) the needs of our customers together with the competitiveness of our service offerings with respect to terminal location, flexibility of infrastructure, quality of service, price and safety and (iv) our ability and the ability of our competitors to capitalize on changing market dynamics and opportunities for acquisitions, organic development, greenfield construction and optimization of existing assets. As of December 31, 2016, the Partnership mitigates the impact of each of these key factors by typically entering into long-term agreements with customers that have significant terminaling services fee components. The following table presents revenues and percentage of consolidated and combined carve-out revenues for any customers that accounted for more than 10% of the Partnership's consolidated and combined carve-out revenues during the years ended December 31, 2016, 2015 and 2014.
The majority of our revenue is with the Vitol group of companies (“Vitol” or "Vitol Group"). For further details reference is made to Note 4 – Related Party Transactions. Concentration of Credit Risk Credit risk is the risk of financial loss to the Partnership if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The maximum exposure to credit risk is represented by the carrying amount of each financial instrument and is disclosed in Note 15 - Financial Instruments and Hedging Activities. Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalents, derivative financial instruments, trade receivables and other receivables. Cash and cash equivalents are held on deposit with major banks. Management believes that the financial institutions holding these amounts are financially sound and, accordingly, minimal credit risk exists with respect to these assets. The Partnership maintains their cash and cash equivalents at financial institutions for which the combined account balances in individual institutions may exceed the local bank deposit guarantee policies of insurance coverage and, as a result, there is a credit risk related to amounts on deposits in excess of local coverage. Management attempts to minimize credit risk from trade receivables and other receivables by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. The allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Collateral or other security is generally not required for trade receivables. The majority of our outstanding trade receivables balance is with the Vitol Group. Contingencies Certain conditions may exist as of the balance sheet date that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our consolidated and combined carve-out financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered to be remote are generally not disclosed unless they involve guarantees, in which case the guarantees are disclosed. |
Related Party Transactions |
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Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | Related Party Transactions (a) Related Parties As of December 31, 2016 and 2015, the entities of the Partnership were owned 100% directly or indirectly except for ETT and FTL which the Partnership indirectly owns 90% of the economic interest. As of December 31, 2016, VTTI has a 47.9% interest in the Partnership through its ownership in common, subordinated and general partner units and VTTI indirectly owns 49.0% of VTTI Operating. As of December 31, 2016, VTTI is indirectly owned by Vitol, its affiliates and its investment partners in VIP. The Vitol Group of companies is a trading company in, amongst others, oil and oil related products, which use the storage, throughput and ancillary services from the Partnership. Prior to November 9, 2015, VTTI was a joint venture 50% owned by Vitol and 50% owned by MISC Berhad (MISC). There were no significant related party transactions with MISC during the periods presented in these financial statements. Vitol The revenue from Vitol can be broken down as follows:
Subsidiaries of the Partnership also make purchases from Vitol group companies related to the procurement of insurance and for raw commodity materials for our own use. For the years ended December 31, 2016, 2015 and 2014 these amounts were $3.8 million, $4.6 million and $3.7 million, respectively. VTTI The Partnership uses central services for information technology (“IT”) related services, health, safety and environmental (“HSE”) services, human resources (“HR”) recruitment and management development services, various interest and guarantee commissions from VTTI and for other central management and administrative functions. A breakdown of the central service costs included is as follows:
Prior to our IPO on August 6, 2014 these costs that are included in the consolidated and combined carve-out financial statements are stated at cost plus a margin or were allocated to the Partnership using allocation methods based on revenue, construction in progress, maturity and size of the terminals. Additionally certain central management and administrative costs such as governance and stewardship, long term incentive and general and administrative costs were allocated prior to the IPO to appropriately reflect costs incurred by VTTI on behalf of the Partnership as described in Note 2. Subsequent to our IPO, these costs are charged to the Partnership pursuant to the related contractual agreements (described further below) or at cost plus a margin. IT and IT related services relate to the use of the internally developed software to support the customer, customs, operation, accounting and cash management processes. In addition, IT related services includes fees for the development, maintenance and hosting of the VTTI corporate network and desktop environments. HSE services relate to the advice, support and knowledge sharing activities of the central HSE department. The facilitation of Hazard and Operability Analyses (HAZOP) and safety and incident investigation are also included in these charges. HR services relate to employment of the employees of the terminals Euro Tank Terminal B.V. (Rotterdam), Eurotank Amsterdam B.V. (Amsterdam) and ATPC Terminal N.V. (Belgium). Interest expense relates to interest on related party debt from the Partnership to VTTI, and guarantee commissions related to the bank guarantees (if any) given to third parties by VTTI on behalf of the Partnership. Governance and stewardship of VTTI, long term incentive plan and other general and administrative expenses include other expenses incurred by VTTI which are charged to the Partnership in accordance with the Partnership agreement as these costs are incurred on their behalf. These costs consist mainly of salary and benefits and other administrative costs. (b) Receivable and Payables to Affiliates The amounts receivable as of December 31, 2016 and 2015 resulting from the related party transactions are as follows:
The amounts payable as of December 31, 2016 and 2015 resulting from the related party transactions are as follows:
Amounts receivable from and payable to affiliates are unsecured, and are intended to be settled in the ordinary course of business. Amounts receivable from affiliates primarily consist of fees for terminaling services agreements and payments made on behalf of affiliates. Amounts payable to affiliates primarily consist of amounts due for services provided to us including those described herein and current installments of related party loans and accrued interest. (c) Long-term Debt Affiliates The Partnership had long-term debt with VTTI originating from historical capital investments in the terminals. The long-term debt is interest bearing based on an interest structure similar to VTTI’s interest structure with their third party banks. This affiliate debt was settled in conjunction with our formation transactions in 2014 including converting $200 million of debt into equity. See Note 10 - Long-term Debt. (d) ATB Phase 2 Construction and Operations Prior to our IPO in August 2014, our subsidiary, ATT Tanjung Bin Sdn Bhd, or ATB, began construction of the second phase of our Johore terminal (“ATB Phase 2”). In conjunction with the IPO and pursuant to the Omnibus Agreement, we agreed to transfer all assets related to the development, construction or operation of ATB Phase 2 to VTTI as promptly as reasonably practicable after the closing of our IPO. After good faith efforts to transfer these assets, we found it reasonably impracticable to do so, and ATB continues to own the assets. In July 2014, VTTI granted to ATB a $95 million loan facility in which ATB periodically drew on this facility to pay for costs and expenses related to the construction of ATB Phase 2. As of December 31, 2016 and 2015, $66.9 million and $75.2 million respectively is outstanding and incurs interest at a rate of LIBOR plus a margin of 3.5%. VTTI additionally agreed to indemnify ATB from all claims and losses incurred by ATB in connection with ATB Phase 2. In consideration for VTTI’s obligations under the ATB Phase 2 Facility, ATB agreed to remit to VTTI all revenue received from ATB Phase 2 in excess of the costs ATB incurs to operate ATB Phase 2. Such excess revenue will initially repay the outstanding amounts drawn on the ATB Phase 2 Facility and, upon repayment of the amounts outstanding under the facility in full, will be remitted to VTTI without restriction. ATB’s repayment obligations commenced when ATB Phase 2 was completed in August 2015. In conjunction with our formation transactions, we recognized $24.4 million of construction work in progress and a corresponding liability for the amount due under the ATB Phase 2 Loan. The $24.4 million liability was then settled as part of our formation transactions. During the period ended December 31, 2016 and 2015, $0 million and $20 million was drawn down under the related facility. See Note 10 - Long-term Debt for additional information on the ATB Phase 2 Loan. In August 2015, ATB Phase 2 initiated operations and as such began recording revenue and related expenses for the operations of the Phase 2 assets. As the Phase 2 assets are part of ATB, the associated revenues and expenses for ATB Phase 2 are included in the Partnership's consolidated statement of operations and consolidated balance sheet. In accordance with the agreement described further above, revenue received in excess of the costs to operate ATB Phase 2 are to repay outstanding amounts drawn under the facility including interest and any excess cash at ATB related to the ATB Phase 2 assets is for the economic benefit of VTTI BV and as such is classified as restricted cash on the Partnership's consolidated balance sheet. Net income derived from the ATB Phase 2 assets which is not for the benefit of the Partnership due to the contractual terms noted above for the years ended December 31, 2016 and 2015 was $4.4 million and $1.6 million respectively. (e) Indemnifications and guarantees Tax indemnifications In conjunction with our IPO and formation transactions and pursuant to the Omnibus Agreement, VTTI has indemnified us of all tax liabilities attributable to the operation of the assets contributed to us prior to the time they were contributed. Environmental indemnifications In conjunction with our IPO and formation transactions and pursuant to the Omnibus Agreement, VTTI has indemnified us for all known liabilities exceeding $29.8 million in the aggregate and certain unknown liabilities arising out of any violation of environmental laws and any environmental condition or event associated with the operation of our assets and occurring at or before the closing of our IPO whether discovered before or after the closing of our IPO. Indemnification for all known environmental losses is limited to those identified within five years of the applicable completion dates of soil remediation projects at our Amsterdam and Antwerp terminals. Indemnification for all unknown environmental liabilities is limited to those identified prior to the fifth anniversary of the closing of our IPO. Liabilities resulting from a change in law after the closing of our IPO are excluded from the environmental indemnity. There is an aggregate cap of $10 million on the amount of indemnity coverage provided by VTTI for environmental and toxic tort liabilities. No such claim may be made unless the aggregate dollar amount of all claims exceeds $500,000 in which case VTTI is liable for claims only to the extent such aggregate amount exceeds $500,000. Guarantees and New or Extended Contracts Pursuant to the Omnibus Agreement, VTTI guaranteed the rates of certain capacity contracted by Vitol for a specified period of time after the applicable Vitol terminaling services agreement expires. If VTTI fails to reimburse the Partnership for the aggregate monthly amount that Vitol would have paid under the expiring terminaling services agreements, Vitol and MISC, jointly and severally, must reimburse the Partnership for such losses. In connection with the acquisition of MISC's 50% share of VTTI, Vitol agreed to extend or enter into new terminaling services agreements with terms expiring on or after the end of each agreement's respective guarantee period expiration date and at rates and capacity, in the aggregate, equal to or greater than the rates and capacity currently set forth in the existing Vitol terminaling services agreements. On November 9, 2015, following a determination by the Board that the guarantees by VTTI, Vitol and MISC are no longer necessary upon the effectiveness of the new Vitol terminaling services agreements, the parties to the Omnibus Agreement have amended the Omnibus Agreement to remove all provisions related to such guarantees. The table below specifies the changes from the Omnibus Guarantee on Vitol’s existing storage capacity and the revised expiration of the contracted capacity for each respective terminal:
(f) Administrative Services and Secondment Agreement In conjunction with our IPO in August 2014, we entered into an administrative services agreement (the “Administrative Services Agreement”) with VTTI Holdings, a wholly owned subsidiary, pursuant to which VTTI Holdings will provide certain management and administrative services to us. Pursuant to the applicable provisions of a secondment agreement (the “Secondment Agreement”) that VTTI Holdings entered into with VTTI Services, an indirect subsidiary of VTTI, VTTI Services makes its employees available to VTTI Holdings, including the executive officers of our general partner, to provide these services. The services provided under the Administrative Services Agreement are provided in a diligent manner, as we may reasonably direct. VTTI Holdings reimburses VTTI Services for the costs that it incurs in providing administration and office expenses as well as compensation and benefits to its employees made available to VTTI Holdings with a cost mark-up of 5% applied to the salaries of back-office staff, 10% applied to the salaries of executive officers and 12.5% applied to executive officer bonuses. Total amounts incurred under the secondment agreement and reimbursement of expenses to VTTI Services for the period ended December 31, 2016, 2015 and 2014 were $3.3 million, $1.9 million and $0.9 million respectively. (g) MLP Loan Agreement In July 2014, VTTI granted to the Partnership a related party loan facility of $75 million. The loan drawn on this facility may be used for general corporate and working capital purposes including financing of dropdown acquisitions from VTTI. The loan facility incurs interest on the aggregate outstanding balance of the loan at LIBOR plus a margin of 3.5% per annum. The final maturity date of the loan facility is December 31, 2020. On July 1, 2015, the Partnership borrowed $75 million under this loan facility. The proceeds of this loan were used for the purchase of an additional 6.6% economic interest in VTTI Operating from VTTI as discussed further below. See Note 10 - Long-term Debt for additional information. (h) Acquisition of Additional Interests in VTTI Operating On July 1, 2015, the Partnership completed the acquisition of an additional 6.6% economic interest in VTTI Operating for total consideration of $75 million from VTTI. As discussed above, the Partnership used the proceeds from its existing related party loan facility for the purchase consideration. On September 1, 2016, the Partnership completed the acquisition of an additional 8.4% economic interest in VTTI Operating for total consideration of $96.2 million from VTTI. As of December 31, 2016 our economic and voting interests in VTTI Operating is 51.0%. See Note 21 - Non Controlling Interests for additional information. |
Segment Information |
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Segment Reporting [Abstract] | |
Segment Information | Segment Information The Partnership does not present segment information as it considers its operations to occur in one reportable segment: the energy storage terminaling business. We derive our revenues and profits from six operating segments being the six geographical locations the terminals operate in. The operating segments have been aggregated into one reportable segment because they have similar long-term economic characteristics, services, operations, types and classes of customers and methods used to render their services. |
Current Assets and Prepaid Expenses |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Current Assets and Prepaid Expenses | Current Assets and Prepaid Expenses (a) Trade Accounts Receivable Trade accounts receivable are presented net of allowance for doubtful accounts. The allowance for doubtful accounts was $0 million and $0 million as of December 31, 2016 and December 31, 2015, respectively. (b) Prepaid Expenses The prepaid operational lease expenses relate to operational lease expenses paid in advance and are recognized using a straight line basis as lease costs in operating expenses over the period for which the prepayment was made. Prepaid expenses as of December 31, 2016 and 2015 consist of the following:
(c) Other Receivables and Current Assets The other receivables and current assets as of December 31, 2016 and 2015 are as follows:
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Property, Plant and Equipment |
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Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment, at cost as of December 31, 2016 and 2015, is as follows:
For the years ended December 31, 2016, 2015 and 2014, interest expenses of $0.5 million, $3.1 million and $2.2 million, respectively, were capitalized as part of the costs of construction work in progress. Depreciation expense recorded on property, plant and equipment was $71.5 million, $67.2 million and $69.6 million during the years ended December 31, 2016, 2015 and 2014, respectively. The property, plant and equipment as of December 31, 2016 and 2015, specified by geographical location is as follows:
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Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets | Intangible Assets Intangible assets consist of lease rights and relate to consideration paid to former lessees to acquire an option to a lease or to take over an existing lease contract from a third party company. Any amounts paid to the lessor are recognized as part of the lease contract upon their classification. Any amounts paid to former lessees to take over the contract are recognized as lease rights. Capitalized lease rights, at cost as of December 31, 2016 and 2015, are as follows:
The capitalized lease rights primarily relate to the acquisition of such rights for an adjacent plot of land at the Rotterdam terminal amounting to $33.4 million and $35.2 million as of December 31, 2016 and 2015, respectively for which we paid the former lessee an amount to take over the lease contract with the port authorities. Amortization expense was $1.1 million, $1.2 million and $1.2 million during the years ended December 31, 2016, 2015 and 2014, respectively. The remaining amortization period is related to the maturity date of the lease and amounts between 36-38 years, as of December 31, 2016. Estimated amortization expense for amortizable intangible assets for the next five years amounts to $1.1 million for each period of 2017 through 2021. |
Goodwill |
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Goodwill | Goodwill The carrying amount of goodwill was $107.7 million as of December 31, 2016 and $110.2 million as of December 31, 2015. The difference in the carrying amount of goodwill arises from the foreign currency translation from Euro to U.S. dollar for the goodwill which is denominated in Euro. Goodwill as of December 31, 2016 and 2015 is as follows:
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Long-term Debt |
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Long-term Debt | Long-term Debt Long-term debt as of December 31, 2016 and 2015 comprises the following:
VTTI Operating Revolving Credit Facility Prior to our IPO, VTTI Operating entered into a new €500 million revolving credit facility with a termination date of July 31, 2018 (the “VTTI Operating Revolving Credit Facility”). During the first quarter of 2015, we increased the amount available under the facility by €80 million in accordance with the terms of the facility to a total of €580 million and increased the percentage available for borrowings in US dollars to 60%. As of December 31, 2016 and 2015, $122.2 million and $104.0 million respectively was drawn down on the VTTI Operating Revolving Credit Facility. Borrowings under the facility in Euros incur interest at three month Euribor plus a margin (as defined in the facility) and borrowings in US dollars incur interest at three month Libor plus a margin (as defined in the facility). The proceeds from the facility were used to repay existing indebtedness. The unused portion of the facility is subject to an annual commitment fee of 35% of the interest margin. In December 2015, we repaid a portion of this facility in the amount of $435.4 million which consisted of €180 million and $245 million, with the proceeds from the issuance of the Senior Unsecured Notes (discussed further below). After the repayment, the total amount of the facility was €359 million. The VTTI Operating Revolving Credit Facility contains covenants and conditions that, among other things, limit VTTI Operating’s ability to make cash distributions, incur indebtedness, create certain liens or security over its assets, make investments and enter into a merger or sale of substantially all of its assets and customary events of default under the VTTI Operating Revolving Credit Facility for a facility of this type. Financial covenants include a debt cover ratio maximum of 3.5 and an interest coverage ratio minimum of 4.0. As of December 31, 2016 we were in compliance with our covenants under this facility. Senior Unsecured Notes On December 15, 2015, our subsidiary, VTTI Operating, issued the following Senior Unsecured Notes, collectively, the Senior Unsecured Notes:
The principal amounts of the Senior Unsecured Notes are due in full at maturity and interest is due semiannually on June 15th and December 15th. As of December 31, 2016 and 2015, $434.7 million and $441.0 million respectively was outstanding on our Senior Unsecured Notes. The Senior Unsecured Notes contain covenants and conditions that, among other things, limit VTTI Operating’s ability to make cash distributions, incur indebtedness, create certain liens or security over its assets, make investments and enter into a merger or sale of substantially all of its assets and customary events of default. Financial covenants include a debt cover ratio maximum of 3.5 and an interest coverage ratio minimum of 4.0. As of December 31, 2016 we were in compliance with our covenants for these Senior Unsecured Notes. ATB Phase 2 Related Party Facility On July 8, 2014, our subsidiary ATB, as borrower, entered into a related party facility agreement (“the ATB Phase 2 Facility”) with VTTI which provides a maximum borrowing under the facility of $95.0 million in connection with the construction of phase two of our Johore terminal. The facility limit is up to $95 million with a termination date of July 8, 2024. The facility incurs interest at LIBOR plus a margin of 3.5%. The total amount outstanding as of December 31, 2016 and 2015 was $66.9 million and $75.2 million respectively. Related Party MLP Loan Agreement In July 2014, VTTI granted to the Partnership a loan facility of $75 million. The loan drawn on this facility may be used for general corporate and working capital purposes including financing of dropdown acquisitions from VTTI. The loan facility incurs interest on the aggregate outstanding balance of the loan at LIBOR plus a margin of 3.5% per annum with a final maturity date of December 31, 2020. On July 1, 2015, we borrowed $75 million under this loan facility. The proceeds of this loan were used for the purchase of an additional 6.6% interest in VTTI Operating. The total amount outstanding as of December 31, 2016 and 2015 was $75.0 million. Affiliate Loan The Partnership had long-term debt with VTTI originating from historical capital investments in our terminals. The long-term debt was interest bearing based on an interest structure similar to VTTI’s interest structure with their third party banks. In conjunction with our IPO and formation transactions we repaid a total of $660.0 million of affiliate loans and an additional loan of $200.0 million borrowed during 2014 was converted to equity. There were no amounts outstanding as of December 31, 2016 and 2015. Project Finance Loan - ATB Phase I On March 25, 2011, our subsidiary, ATT Tanjung Bin Sdn Bhd, or ATB, as borrower, entered into a seven-year, $230 million loan agreement with a syndicate of lenders, in connection with the construction of phase one of our Johore terminal. This facility was repaid in conjunction with the formation transactions and refinancing in connection with our IPO in August 2014 and therefore no amounts were outstanding as of December 31, 2016 and 2015. |
Postretirement Benefit and Post Employment Obligations |
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Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Postretirement Benefit and Post Employment Obligations | Postretirement Benefit and Post Employment Obligations The postretirement benefit and postemployment obligations as of December 31, 2016 and 2015 are as follows:
(a) Postretirement Benefit Obligation The Partnership has two defined benefit pension plans (Netherlands and Belgium) covering a total of 157 employees (2015 : 158). The cost of providing the defined benefit pension is determined based upon independent actuarial valuations and several actuarial market assumptions. Under accounting standards for postretirement benefits (ASC Topic 715), the Partnership recognizes the overfunded or underfunded status of each of its defined benefit pension as an asset or liability on the consolidated balance sheets. The plans’ benefit obligations, fair value of plan assets, and unfunded status as of December 31, 2016 and December 31, 2015 were as follows:
Amounts recognized in accumulated other comprehensive income consist of net actuarial (losses) gains of $0.0 million for the year ended December 31, 2016 and $0.6 million for the year ended December 31, 2015. The accumulated benefit obligation for the pension plan was $14.1 million and $13.9 million at December 31, 2016 and December 31, 2015, respectively. Estimated net periodic pension cost for the year 2017 amounts to $0.7 million. Components of net periodic benefit cost recognized in 2016, 2015 and 2014 were:
Weighted average assumptions used to determine benefit obligations and net periodic benefit cost for December 31, 2016 and December 31, 2015 were as follows:
The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments. The Partnership’s investment strategy for its pension plan assets not invested in guaranteed investment contracts is to maintain a diversified portfolio of asset classes with the primary goal of meeting long-term cash requirements as they become due. Assets are primarily invested in diversified funds that hold equity or debt securities to maintain the security of the funds while maximizing the returns within the investment policy. The investment policy specifies the type of investment vehicles appropriate for the plan, asset allocation guidelines, criteria for selection of investment managers, procedures to monitor overall investment performance, as well as investment manager performance. The plan assets of the Belgium defined benefit plan are arranged in a Guaranteed Investment Contract (“GIC”) with an insurance company. The contract is an investment in which the fund manager holds or invests in single group annuity contracts issued directly to the retirement plan. The plan receives a direct guarantee of principal and accrued interest from the insurance company. The contract guarantees a fixed rate of return of 3.25% regardless of the performance of the underlying assets, which the insurance company holds within their account.
The Partnership’s retirement plan assets are reported at fair value. Level 1 assets include investments in publicly traded equity securities, bonds and cash and cash equivalents. These securities (or the underlying investments of the funds) are actively traded and valued using quoted prices for identical securities from the market exchanges. A GIC is a stable value fund, which is classified as Level 3. The plan assets are valued at fair value by discounting the related future payments based on current yields of similar instruments with comparable duration considering the creditworthiness of the issuer. The movement in Level 3 assets for 2016 and 2015 was as follows:
The asset allocations of the Partnership's pension benefits as of December 31, 2016 and December 31, 2015 were as follows:
Expected contributions to the benefit plan during the upcoming year amount to $0.7 million, comprising of $0.6 million of Partnership contributions and $0.1 million of participant contributions. The benefits expected to be paid from the pension plan in each of the five years 2017 through 2021 are $0.5 million, $0.4 million, $0.5 million, $0.4 million and $0.2 million respectively. The aggregate benefits expected to be paid in each of the five years from 2020 through 2024 are $3.2 million. The expected benefits are based on the same assumptions used to measure the Partnership’s benefit obligation at December 31, and include estimated future employee service. (b) Post-employment Obligation Related to the Partnership’s operations in the United Arab Emirates, employees within those legal entities are entitled to a payment upon termination of their employment contracts. This payment is based on the number of years of service provided to their employer and is calculated based on the salary earned at the moment of termination. The related liability has been determined by actuarial calculations using employee specific data such as the average length of service of 5.94, (2015: 6.12) average salary increase of 5% (2015: 5%), and a discount rate of 4% (2015: 2.50%). The total liability amounts to $2.8 million as of December 31, 2016 and $2.2 million as of December 31, 2015. (c) Defined Contribution Plan Expenses The Partnership contributed $2.6 million, $2.4 million and $3.0 million as a cost for the defined contribution plans in the years ended December 31, 2016, 2015and 2014, respectively. |
Environmental Provisions |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||
Environmental Remediation Obligations [Abstract] | |||||||||||||||||||||||||||||||||||||
Environmental Provisions | Environmental Provisions The environmental provisions result from the acquisition of Eurotank Amsterdam B.V. in 2006 and ATPC Terminal N.V. in 2010. Both companies have recognized provisions for soil contamination of the entire premises. The environmental provisions as of December 31, 2016 and 2015 were as follows:
The changes in the total provision relate to the effects of foreign exchange and utilization of the provision. |
Income Taxes |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes (a) Components of Current and Deferred Tax Expense The components of current and deferred income tax expense attributable to income for the years ended December 31, 2016, 2015 and 2014 are as follows:
(b) Components of Income Tax Expense VTTI Energy Partners LP is a Marshall Islands limited partnership which is managed and controlled in the United Kingdom (UK). We are not subject to corporation income tax in the Marshall Islands and we are considered transparent for UK taxation purposes and not subject to tax in our own name in the UK, except for our UK subsidiary holding company. A reconciliation between the income tax expense resulting from applying the Marshall Islands or United Kingdom statutory income tax rate and our reported income tax expense has not been presented as it would not provide useful information to the users of our financial statements. However, our subsidiaries operate and earn income in various countries and are subject to taxation laws in those countries. Changes in levels of income, changes in tax laws, and the locations and jurisdictions of our terminals, can affect the Partnership’s overall effective taxable expense. The table below includes income tax expense by jurisdiction after applying the local applicable statutory rate to profit before tax and adjustments for permanent differences and other items is as follows:
(c) Components of Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 are presented below.
Net operating loss carryforwards totaling $90.3 million at December 31, 2016 are available to reduce future taxable earnings. These net operating loss carryforwards include $63.5 million with no expiration date; the remaining carryforwards have expiration dates between 2031 and 2034 and relate to our Seaport Canaveral terminal. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The valuation allowances amounted $0 million as of December 31, 2016 and 2015, respectively. During the year ended December 31, 2014 we reversed a valuation allowance in the amount of $3.6 million related to the deferred tax asset for tax loss carry forwards from transferred pre-fiscal unity losses in the Netherlands. The net deferred tax asset and liability as of December 31, 2016 and December 31, 2015 is classified in the consolidated balance sheets as non-current. The Partnership had no unrecognized tax benefits as of December 31, 2016 and 2015. During the years ended December 31, 2016, 2015 and 2014, the Partnership did not incur any significant interest or penalties on its tax returns. The Partnership is not currently under examination by any U.S. federal, state or non-US tax authorities except for our Seaport Canaveral Terminal entity which is under examination for the 2014 tax year. The following table summarizes the earliest tax years that remain subject to examination by major taxable jurisdictions in which the Partnership operates:
(d) Netherlands Fiscal Unity Within a fiscal unity the participating entities are jointly and severally liable for corporate income tax liabilities originating from the period in which the fiscal unity existed. Up until August 2008 the Netherlands terminals of the Partnership formed part of a fiscal unity for the corporate income tax of which Vitol Holdings B.V. was the fiscal parent company. As a result of the acquisition by MISC in terms of the Share Purchase Agreement in August 2010, this fiscal unity was unwound and a new fiscal unity was formed to incorporate the Netherlands terminals of the Partnership, of which VTTI was the parent company. As of August 1, 2014 this fiscal unity ceased to exist and a new fiscal unity was formed consisting of all Netherlands entities within the Partnership with VTTI Operating as the parent. (e) Tax Filings in Other Jurisdictions The Partnership files consolidated and standalone income tax returns in various foreign jurisdictions. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the tax authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these tax authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable tax authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the Partnership’s tax computations. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements The following table represents the carrying amounts and estimated fair values of the Partnership’s financial instruments as of December 31, 2016 and 2015.
The carrying amounts shown in the table are included in the consolidated balance sheets under the indicated captions. The carrying value of trade accounts receivable, trade accounts payable, accrued expenses, other current assets, other current liabilities and receivables/payables to affiliates approximate their fair value. The fair values of the financial instruments shown in the above table as of December 31, 2016 and 2015 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Partnership’s own judgment about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Partnership based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
The following table presents the placement in fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (including those items that are required to be measured at fair value or for which fair value is required to be disclosed) as of December 31, 2016 and 2015:
There were no transfers into or out of Level 1, Level 2 or Level 3 for the years ended December 31, 2016 and December 31, 2015. |
Financial Instruments and hedging activities |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments and hedging activities | Financial Instruments and hedging activities The Partnership manages various risks using derivative and non-derivative financial instruments including interest rate swaps, forward foreign currency contracts and foreign currency denominated loans to hedge net assets of foreign investments. The Partnership does not enter into derivative instruments for speculative purposes. Interest rate risk management and interest rate swap agreements The Partnership assesses interest rate risk by monitoring changes in interest rate exposures that may adversely impact expected future cash flows. The Partnership has historically used variable interest rate long-term debt to finance its terminal construction or conversions. The variable interest rate long-term debt obligations expose the Partnership to variability in interest payments due to changes in interest rates. The Partnership believes that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, the Partnership entered into LIBOR and EURIBOR based interest rate swap contracts to manage the significant fluctuations in cash flow resulting from changes in the benchmark interest rate. These swaps change the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Partnership received LIBOR and EURIBOR based variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed rate debt for the notional amount of its debt hedged. Additionally during the year ended December 31, 2016, the Partnership entered into additional interest swaps whereby the Partnership pays floating interest rate for a notional debt amount and receives a fixed rate rate of interest. Interest rate swaps were designated as effective hedges for accounting purposes until July 11, 2014. From inception until July 11, 2014, changes in the fair value of a derivative that was qualified, designated and highly effective as a cash flow hedge were recorded in other comprehensive income until earnings were affected by the forecasted transaction or upon termination. The Partnership terminated its interest swap agreements in existence at July 11, 2014 in conjunction with its refinancing activities prior to the IPO and therefore recognized a loss on termination of $9.2 million in the consolidated and combined carve-out financial statements. Subsequent to July 11, 2014, the Partnership does not apply hedge accounting for its interest rate swap agreements and therefore the change in fair value of these agreements is recognized in the consolidated and combined carve-out statement of operations as a component of other income/(expense). Information regarding our interest rate swaps at December 31, 2016 and 2015 whereby we receive floating rate of interest and pay a fixed rate of interest is as follows:
Information regarding our interest rate swaps at December 31, 2016 and 2015 whereby we pay a floating rate of interest and receive a fixed rate of interest is as follows:
A split between the current and non-current liability is provided below:
A split between the current and non-current asset is provided below:
As of December 31, 2016 and 2015, the total notional amount in US Dollars of the Partnership’s outstanding interest rate swap contracts that were entered into in order to hedge outstanding debt obligations was $105.2 million and $431.6 million respectively. As of December 31, 2016 and 2015, the carrying amounts of the interest rate swaps contracts were liabilities of $8.6 million and $10.9 million, respectively and assets of $0.1 million and $0.0 million, respectively. The maturity dates of all interest rate swaps entered into correlate with the underlying maturity terms of the VTTI Operating Revolving Credit Facility. The total realized and unrealized net loss that was recognized in the consolidated and combined carve-out statement of operations for the year ended December 31, 2016 and 2015 was $2.6 million and $3.0 million respectively. In the year ended December 31, 2014 an amount of $5.3 million was recognized in other comprehensive income for interest rate swaps qualifying for hedge accounting. There were no amounts recognized in other comprehensive income for the years ended December 31, 2016 and 2015. Foreign exchange risk management and forward foreign exchange contracts The Partnership and a number of its subsidiaries use the U.S. dollar as their functional currency, additionally the Partnership’s reporting currency is also U.S. dollars. However, the Partnership does earn revenue and incur expenses in other currencies, primarily, the Euro, and there is thus a risk that currency fluctuations in the Euro and other currencies against the US Dollar, could have an adverse effect on our results and cash flows. The Partnership uses forward foreign exchange contracts to manage its exposure to foreign currency fluctuations and risk and to provide a level of certainty on its estimated net Euro cash flows in US Dollars and a portion of our Malaysian Ringgit cash outflows in US Dollars. Such derivative contracts do not qualify for hedge accounting treatment and are recognized in the consolidated balance sheet depending on the estimated fair value at the balance sheet date. As of December 31, 2016, the Partnership had forward foreign exchange contracts with total notional amounts of €141.0 million for its Euro/US Dollar contracts and $26.8 million for its US Dollar/Malaysian Ringgit contracts. As of December 31, 2015, the Partnership had forward foreign exchange contracts with a total notional amount of €154.6 million for Euro/US Dollar contracts. Details regarding our forward foreign exchange contracts is provided below:
The total realized and unrealized gains recognized in the consolidated and combined carve-out statement of operations relating to forward foreign exchange rate contracts in 2016 and 2015 amounted to $2.5 million and $23.2 million respectively. A split between the current and non-current asset is provided below:
A split between the current and non-current liability is provided below:
Hedge of net investment in subsidiary VTTI Operating manages a portion of its Euro currency exposure in its investment in the net assets of VTTI Operating, through Euro denominated loans that VTTI Operating enters into. Certain gains and losses resulting from foreign currency in VTTI Operating’s net investments in its subsidiaries are offset by losses and gains in the Euro denominated loans. The carrying value of the Euro denominated loans as of December 31, 2016 and 2015 is €220 million and €225 million respectively. VTTI Operating uses non-derivative financial instruments to hedge this exposure and measures the ineffectiveness of such hedges based on the change in spot foreign exchange rates. For the year ended December 31, 2016 and 2015 we recognized $7.5 million and $28.5 million respectively in other comprehensive income for the effective portion of the net investment hedge. Credit risk and market risk for derivative financial instruments By using derivative financial instruments the Partnership exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Partnership, which creates credit risk for the Partnership. When the fair value of a derivative contract is negative, the Partnership owes the counterparty and, therefore, the Partnership is not exposed to the counterparty’s credit risk in those circumstances. The Partnership minimizes counterparty credit risk in derivative instruments by entering into transactions with major banking and financial institutions. The derivative instruments entered into by the Partnership do not contain credit risk-related contingent features. Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates or currency exchange rates. The market risk associated with interest rate contracts and forward foreign exchange contracts are managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken for type of contract. |
Other Liabilities and Accrued Expenses |
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Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities and Accrued Expenses | Other Liabilities and Accrued Expenses The other liabilities and accrued expenses as of December 31, 2016 and 2015 are as follows:
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Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies (a) Claims and Legal Proceedings The Dutch Fiscale Inlichtingen- en Opsporingsdienst / Economische Controledienst (“FIOD”) and the public prosecutor started an investigation in 2006 into Eurotank Amsterdam B.V. for a possible violation of the Excise Duty Act (Wet op de accijns), the customs Act (Douanewet) and the State Taxes Act (Algemene wet inzake rijksbelastingen), (collectively, “the FIOD Investigation”) in the years prior to 2006. Following this investigation, Eurotank Amsterdam B.V. started litigation proceedings against certain former employees in connection with an alleged scheme to embezzle money from Eurotank Amsterdam B.V. (the “embezzlement claims”). In connection with the sale of the shares of Eurotank Amsterdam B.V., the former shareholder (Dagenstaed Investments B.V.) and its ultimate parent (WorldPoint Terminals Inc.) agreed to fully indemnify Eurotank Amsterdam B.V. on a joint and several basis for claims that might arise against it from the FIOD investigation and the embezzlement claims. In the financial statements an amount of $0.5 million has been included under current liabilities for potential claims resulting from the FIOD investigation. Because Eurotank Amsterdam B.V. will be indemnified for such claims, and such amounts are determined to be probable of recovery, a receivable for the same amount is recorded under other receivables. In the opinion of management there are no other significant legal proceedings currently underway resulting in possible material claims or contingent assets/liabilities. (b) Rental Obligations and Operational Lease Commitments As of December 31, 2016 the Partnership has future minimum non-cancellable land and operational lease commitments as follows:
During the years ended December 31, 2016, 2015 and 2014, $13.0 million, $12.6 million and $13.7 million of rental and other operational lease expenses were recognized in the consolidated and combined carve-out statements of operations. Lease obligations and commitments primarily relate to the lease, rent or leasehold of land from governmental port authorities and third parties. The terms and conditions of the land leases vary but are, including where applicable extension options, long-term. (c) Bank guarantees and Letters of Credit As of December 31, 2016 and 2015, the Partnership had issued bank guarantees in respect of the custom duties and taxes for a total amount of $19.9 million and $30.7 million respectively. (d) Capital Commitments The Partnership had capital commitments and other contractual commitments (mainly related to construction work in progress) as follows:
(e) Demurrage and Other Claims From time to time, the Partnership may become a party to certain claims or legal complaints arising in the ordinary course of business, such as demurrage claims. In the opinion of management, the ultimate resolution of the potential or existing claims and complaints will not have a material adverse effect on our financial position, statements of income or cash flows. Our liquid storage and transport systems may experience damage as a result of an accident, natural disaster or terrorist activity. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations. We maintain insurance of various types that we consider adequate to cover our operations and properties. The insurance covers our assets in amounts considered reasonable. The insurance policies are subject to deductibles that we consider reasonable and not excessive. Our insurance does not cover every potential risk associated with operating our facilities, including the potential loss of significant revenues. The occurrence of a significant event not fully insured, indemnified or reserved against, or the failure of a party to meet its indemnification obligations, could materially and adversely affect our operations and financial condition. |
Revenue by Service and Geographical Location |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue by Service and Geographical Location | Revenue by Service and Geographical Location Net revenue by service and geographical region for the years ended December 31, 2016, 2015 and 2014 were as follows: (a) Revenue by Service The revenue of the Partnership by type of service is as follows:
(b) Revenue by Geographical Location: The revenue of the Partnership by country is as follows:
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Interest and Other Finance Expenses |
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Banking and Thrift, Interest [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Other Finance Expenses | Interest and Other Finance Expenses Total interest and other finance expenses incurred during the years ended December 31, 2016, 2015 and 2014 are as follows:
For the years ending December 31, 2016, 2015 and 2014, related party interest expense with VTTI was $6.3 million, $4.4 million and $13.5 million respectively. |
Accumulated Other Comprehensive Income/(loss) |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income/(loss) | Accumulated Other Comprehensive Income/(loss) A breakdown of the accumulated other comprehensive income/(loss) is as follows:
With the exception of the post-retirement benefit obligation, all other items are not subject to tax (related tax expense for the year ended December 31, 2016 and 2015 amounts to $0.0 million and $0.6 million respectively). During the year ended December 31, 2016 $0.9 million was reallocated between owners of the Partnership and the non-controlling interests as a result of the change in ownership of VTTI Operating. |
Non-Controlling Interests |
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Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Non-Controlling Interests Acquisition of additional economic interests in VTTI Operating On September 1, 2016, the Partnership completed the acquisition of an additional 8.4% economic interest in VTTI Operating for total consideration of $96.2 million from VTTI. As a result of this acquisition, the Partnership's total economic interest in VTTI Operating increased to 51% as of December 31, 2016. VTTI Operating was already a controlled subsidiary of the Partnership and as such this has been accounted for as an equity transaction. The result is a de-recognition of 8.4% of the non-controlling interest in the amount of $55.1 million and $41.1 million recognized in partners' capital for the amounts paid in excess of the book value of the non-controlling interest. On July 1, 2015, the Partnership completed the acquisition of an additional 6.6% economic interest in VTTI Operating for total consideration of $75 million from VTTI. As a result of this acquisition, the Partnership’s total economic interest in VTTI Operating increased to 42.6%. VTTI Operating was already a controlled subsidiary of the Partnership and as such this has been accounted for as an equity transaction. The result is a de-recognition of 6.6% of the non-controlling interest in the amount of $48.7 million and $26.3 million recognized in partners’ capital for the amounts paid in excess of the book value of the non-controlling interest. |
Other Operating Income (Notes) |
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Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Operating Income | Other Operating Income Other operating income for the years ended December 31, 2016, 2015 and 2014 was $0.0 million, $9.3 million and $0 million respectively. Other operating income for the year ended December 31, 2015 relates to amounts received at our Rotterdam terminal from the local port authority related to the early termination of a harbor fee sharing arrangement. We do not expect to receive income of this nature in the future. |
Supplemental Cash Flow Information |
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Supplemental Cash Flow Elements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Information | Supplemental Cash Flow Information The supplemental Cash Flow information of the Partnership is as follows:
Non-cash Transactions in Equity: In 2014, VTTI Operating converted $200.0 million of intercompany debt with VTTI into equity. As VTTI and VTTI Operating are under common control, this transaction has been recorded in the consolidated and combined carve-out statement of changes in partners’ capital/owners’ equity. |
Unit based compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unit based compensation | Unit based compensation The Partnership awards unit based compensation to executive officers of our general partner and other key service providers under our LTIP. We recognized net compensation expense related to LTIP awards of $0.3 million for the year ended December 31, 2016. For awards that have been granted to participants who are employed by VTTI or its other subsidiaries not within the Partnership, we have recognized a reduction in compensation expense and a corresponding receivable of $0.4 million as the Partnership will be reimbursed for the related expense from VTTI. LTIP In conjunction with our IPO, our general partner adopted the VTTI Energy Partners LP 2014 Long-Term Incentive Plan, or the LTIP, for officers, directors and employees of our general partner or its affiliates, and any consultants, affiliates of our general partner or other individuals who perform services for us. Our general partner may issue our executive officers and other service providers long-term equity based awards relating to our common units under the LTIP. These awards, which may include unit options, unit appreciation rights, restricted units, phantom units, other unit-based awards distribution equivalent rights, and profits interest units, will be intended to compensate the recipients based on performance and the recipient’s continued service during the vesting period, as well as to align recipients’ long-term interests with those of our unitholders. The LTIP is administered by the board of directors of our general partner or any committee thereof that may be established for such purpose or to which the board of directors or such committee may delegate such authority, subject to applicable law. All determinations with respect to awards to be made under our LTIP will be made by the plan administrator and we will be responsible for the cost of awards granted under our LTIP. The LTIP limits the number of units that may be delivered pursuant to vested awards to 4,100,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. After giving effect to the units issued during the year ended December 31, 2016, 3,965,122 units were available for issuance as of December 31, 2016. LTIP Foundation In April, 2016, the Partnership entered into a Subscription Agreement (the “Subscription Agreement”) with Stichting Administratiekantoor VTTI, a foundation incorporated under the laws of the Netherlands (the “Foundation”). Pursuant to the Subscription Agreement, in May 2016, the Partnership issued 220,500 common units representing limited partner interests in the Partnership (the “Common Units”) to the Foundation in consideration for the Foundation’s promise to subsequently issue depositary receipts with respect to common units of the Partnership to be held in trust by the Foundation and distribution equivalent rights to certain employees, consultants and directors of the general partner of the Partnership and its affiliates (the “Participants”). The Foundation will hold the Common Units on behalf of the Participants and will not transfer the Common Units to any other person until such time as the depositary receipts have vested, as described further below. Upon vesting, the Participant may offer the depositary receipts for sale to the Foundation. The Participant will receive as payment for such depositary receipts an amount equal to the proceeds that the Foundation receives for selling the Common Units corresponding to such sold depositary receipts. In no event may the Participant request or demand exchange of any of depositary receipts awarded to the Participant for the underlying common units held in trust by the Foundation. 2016 Awards During the year ended December 31, 2016, a total of 134,878 depositary receipts were issued to participants under the LTIP plan. These awards consist of depositary receipts in the Stichting that will entitle the recipients to receive, from the Stichting, upon or following the vesting of the award, a payment equal to the cumulative distributions paid in respect of a common unit from and after the date of grant of the award and the participant may offer their depositary receipts for sale to the Foundation based on the value of a common unit. The award consist of two types: (i) restricted depositary receipts, which vest based on the recipient’s continued service (generally in equal annual installments following the date of grant of the award), and (ii) performance depositary receipts, which are eligible to vest based on performance at the end of a three-year performance period. 50% of the performance depositary receipts are eligible to vest on a non-discretionary basis, based on the Partnership attaining certain distributable cash flow growth levels over the performance period, and 50% of the performance depositary receipts are eligible to vest at the end of the performance period in the discretion of our general partner’s board of directors. Pro-rated vesting of the performance depositary receipts would occur in the event of a change in control of us or our general partner. In the event the recipient’s service terminates prior to vesting of a restricted depositary receipt or performance depositary receipt, as applicable, the award is forfeited without consideration, unless, with respect to performance depositary receipts, such termination is due to the recipient’s death, disability or retirement. In the event of a termination due to death, disability or retirement, the recipient would remain entitled to receive a pro-rata portion of the performance depositary receipts that would otherwise have vested at the end of the performance period had he or she remained in service. Fair value of the restricted depositary receipts has been estimated based upon the common unit price on the date of grant taking into account estimated forfeitures. Fair value of the performance depositary receipts has been estimated based upon the common unit price at the end of each reporting period until the grants and vesting period is certain taking into account estimated forfeitures and the probability of achievement of certain performance goals during a three period. The following table includes the activity for the year ended December 31, 2016:
(1) The weighted average grant date fair value is determined by dividing the aggregate grant date fair value of awards by the number of awards issued. As of December 31, 2016, the Partnership expects to to recognize $1.7 million of compensation expense related to the LTIP over a weighted average period of 1.6 years before reimbursement by VTTI for employees outside of the Partnership entities. |
Earnings per unit and cash distributions |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings per unit and cash distributions | Earnings per unit and cash distributions The calculation of basic and diluted earnings per unit is presented below:
Earnings per unit information is given for the period from the date of the closing of the IPO (August 6, 2014). Earnings per unit has not been presented for any period prior to the IPO as the information is not comparable due to the change in the Partnership structure and the basis of preparation as described in note 2. As of December 31, 2016, of the Partnership’s total number of units outstanding representing limited partner interests, 52.1% were held by the public (in the form of 24,300,164 common units, representing 95 % of the Partnership’s common units) and 45.9% were held by VTTI in the form of 20,125,000 subordinated units, representing 100 % of the Partnership’s subordinated units and 1,295,336 common units, representing 5% of the Partnership's common units). In addition, VTTI, through its ownership of the General Partner, held the 2% general partner interest (in the form of 933,071 general partner units). The General Partner’s, common unit holders’, subordinated unit holders’ and incentive distribution rights’ interest in net income are calculated as if all net income was distributed according to the terms of the Partnership’s Agreement of Limited Partnership (the “Partnership Agreement”), regardless of whether those earnings would or could be distributed. The Partnership Agreement does not provide for the distribution of net income; rather, it provides for the distribution of available cash. Available cash is contractually defined as all cash on hand at the end of the quarter less the amount of cash reserves established by the General Partner to provide for the proper conduct of the Partnership’s business, including reserves for maintenance capital expenditures and anticipated capital requirements. In addition, VTTI, as the initial holder of all incentive distribution rights, has the right, at the time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to which it is entitled (48.0% for each of the prior four consecutive fiscal quarters) to reset the initial cash target distribution levels at higher levels based on the distribution at the time of the exercise of the reset election. Unlike available cash, net income is affected by non-cash items, such as depreciation and amortization, unrealized gains and losses on derivative instruments and unrealized foreign currency gains and losses. Under the Partnership Agreement, during the subordinated period, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distributions of $ 0.2625 per unit per quarter, plus arrearages in the payment of minimum quarterly distributions on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The amount of the minimum quarterly distribution is $0.2625 per unit or $1.05 per unit on an annualized basis and is made in the following manner, during the subordinated period:
In addition, VTTI currently holds all of the incentive distribution rights in the Partnership. Incentive distribution rights represent the rights to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. If for any quarter:
then, the Partnership will distribute any additional available cash from operating surplus for that quarter among the unit holders and the General Partners in the following manner:
In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unit holders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The percentage interests set forth above assume that the General Partner maintains its 2.0% general partner interest and that VTTI Partners does not issue additional classes of equity securities. |
Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 31, 2017, the Partnership declared a distribution for the fourth quarter of 2016 of $0.3360 per unit. The cash distribution was paid on February 14, 2017. In February 2017, the Partnership issued 380,220 common units to the Stichting Administratiekantoor VTTI ("the Foundation") to be used for long term incentive plan awards. In conjunction with the issuance of common units to the Foundation, our general partner, VTTI Energy Partners GP LLC, purchased 7,760 general partnership units to be settled in cash. In February 2017, 97,275 restricted and 122,972 depositary and performance receipts respectively were granted under the Partnership's LTIP plan. On March 2, 2017, the Partnership received a proposal from VTTI pursuant to which VTTI would acquire through a wholly owned subsidiary all publicly held common units of the Partnership in exchange for $18.75 per common unit. The proposed transaction is subject to the negotiation and approval of mutually satisfactory definitive documentation by the GP Board and the VTTI board of directors and the execution thereof by the parties thereto. If a definitive agreement is reached, the transaction will also require approval by at least a majority of the holders of outstanding common units (other than those common units held by VTTI and its affiliates) and subordinated units in the Partnership. The transaction is subject to customary closing conditions. On April 25, 2017, the Partnership declared a distribution for the first quarter of 2017 of $0.3360 per unit. The cash distribution will be paid on May 12, 2017 to unitholders of record as of May 8, 2017. |
Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Significant items subject to such estimates and assumptions include the impairment of goodwill and other non-financial assets, useful life of property, plant and equipment, decommissioning costs representing the asset retirement obligations, environmental provisions, employee defined benefit obligations, income taxes, unit based compensation and contingencies. Estimates and underlying assumptions are reviewed on an ongoing basis and are based on historical experience, terms of existing contracts and trends in the industry. The results form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources and various other factors that are believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While the Partnership believes that the estimates and assumptions used in the preparation of the consolidated and combined carve-out financial statements are appropriate, actual results could differ from those estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. |
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Reporting Currency | Reporting Currency The consolidated and combined carve-out financial statements are prepared in the reporting currency of U.S. dollars. The functional currency of the Partnership operating subsidiaries domiciled in Asia, Middle East and North America is the U.S. dollar, because the subsidiaries operate in the regional or international markets where the majority of revenues and costs are denominated in U.S. dollars. Certain of the Partnership's holding and operating subsidiaries domiciled in Europe operate in the regional and international market where the majority of revenues and costs are denominated in Euro and consequently the functional currency of these subsidiaries is the Euro. Transactions involving currencies other than an entity’s functional currency during the year are converted into the functional currency using the exchange rates in effect at the time of the transactions. As of the balance sheet dates, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated to reflect the year-end exchange rates. Resulting gains or losses are reflected in the accompanying consolidated and combined carve-out statements of operations. The assets and liabilities for those subsidiaries with a functional currency other than U.S. dollar, are translated into U.S. dollar at exchange rates in effect at the balance sheet date, and revenues and expenditures are translated at average exchange rates. Differences arising from these foreign currency translations are recorded in the consolidated and combined carve-out balance sheets in accumulated other comprehensive income within equity. |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Partnership considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2016 and 2015 cash and cash equivalents were comprised of cash held in banks. |
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Restricted Cash | Restricted Cash Restricted cash consists of bank deposits which are not immediately available for use due to contractual restrictions. |
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Trade Accounts Receivable and Allowance for Doubtful Accounts | Trade Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are customer obligations due under agreed-upon trade terms and are recorded at the invoiced amount and do not bear interest. The Partnership regularly performs credit evaluations of its customers and generally does not require collateral. Management regularly reviews trade accounts receivable on a case-by-case basis to determine if any receivables could potentially be uncollectible, and if so, includes a determined amount in the allowance for doubtful accounts. |
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Other Receivables | Other Receivables Other receivables are recorded in the balance sheets at their nominal amount less an allowance for doubtful accounts. Other receivables include employee receivables, proceeds from insurance claims, unbilled reimbursable costs, and tax receivables being mainly value added taxes and other receivables, which management believes to have minimal credit risk. |
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Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment loss, if any. The Partnership capitalizes all direct and indirect construction costs. Indirect construction costs include general engineering, direct project management costs and the cost of funds used during construction. Interest on borrowed funds is capitalized on projects during construction based on the weighted-average interest rate of our debt. The Partnership capitalizes interest on all construction projects requiring a completion period of six months or longer. Costs, including complete asset replacements and enhancements or upgrades that increase the original efficiency, productivity or capacity of property, plant and equipment, are also capitalized. The costs of repairs, minor replacements and maintenance projects are expensed as incurred, unless they increase the original efficiency, productivity, capacity or useful life of property, plant and equipment. When an item of property, plant and equipment comprises major components having different useful economic lives, they are accounted for as separate items of property, plant and equipment. Depreciation is computed from the date that the asset is available for use and is charged to the consolidated and combined carve-out statement of operations on a straight-line basis over the estimated useful economic life and taking into account the estimated residual value. Property, plant and equipment are depreciated using the straight-line method, over the estimated useful life of each asset as follows:
The Partnership assigns asset lives based on reasonable estimates when an asset is placed into service. Subsequent events could cause us to change our estimates, which would impact the future calculation of depreciation expense. |
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Asset Retirement Obligation | Asset Retirement Obligation The Partnership initially records asset retirement obligations at fair value at the time a legal (or constructive) obligation is incurred, if the liability can be reasonably estimated. When the liability is initially recorded, the carrying amount of the related asset is increased by the amount of the liability. Over time, the liability is accreted to its future value, with the accretion recorded as operating expense. The Partnership’s operating assets generally consist of storage tanks, pipelines and related facilities, which when properly maintained, have a prolonged period of economic use. Management is therefore unable to reliably predict when, or if, the Partnership’s tanks, pipelines and related facilities would become completely obsolete and require decommissioning. Accordingly, the Partnership has not recorded a liability or corresponding asset as both the amounts and timing of such potential future costs are indeterminable. |
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Impairment Assessment of Long-Lived Assets | Impairment Assessment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Partnership first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If a long-lived asset is not recoverable on an undiscounted cash flow basis, the impairment loss is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, such as discounted future cash flows analysis, quoted market values and third-party independent appraisals, as considered necessary. |
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Lease Rights | Lease Rights Lease rights comprise land lease rights or separately acquired jetty lease rights and are recorded at initial recognition at the amount paid. Following initial recognition, lease rights are expensed using the straight-line method over the life of the lease. The expenses are recognized in the consolidated and combined carve-out statement of operations under operating expenses. |
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Goodwill | Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired. Goodwill is not amortized but is annually reviewed for impairment at year-end or more frequently if impairment indicators are identified. The Partnership tests goodwill for impairment using a two-step analysis, with the option of performing a qualitative assessment before performing the first step of the two-step analysis, whereby the carrying value of the reporting unit is compared to its fair value in the first step. If the carrying value of the reporting unit is greater than its fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value. An impairment charge is recognized for the amount by which the carrying amount of goodwill exceeds its fair value. The fair value is estimated using the net present value of discounted cash flows of the reporting unit. |
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Defined Contribution Plan | Defined Contribution Plan The Partnership has various pension plans for its employees of which most are defined contribution plans. A defined contribution plan is a plan under which the Partnership pays fixed contributions into a separate entity. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in the consolidated and combined carve-out statement of operations as incurred. |
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Defined Benefit Plan and Post Employment Plan | Defined Benefit Plan and Post Employment Plan The Partnership’s net obligation in respect of defined benefit pension plans is calculated separately for each plan. The defined benefit asset or liability comprises the present value of the defined obligation, less unrecognized prior service costs and less the fair value of plan assets out of which the obligations are to be settled. Plan assets are assets that are held by a long-term employee benefit fund and are not available to the creditors, nor can they be paid directly to any of the Partnership's’ companies. The cost of providing postretirement benefits is actuarially determined based upon an independent actuarial valuation using management’s best estimates of discount rates, rates of return on plan assets, rates of compensation increase, retirement ages of employees and expected health care costs. The cost of pensions earned by employees is actuarially determined using the projected benefit method pro-rated on credited service. For amortization of unrecognized actuarial gains or losses (originating from differences between expectations and realizations and/or changes in actuarial assumptions) the Corridor Method is used. The unrecognized gain (or loss) exceeding 10% of the greater of projected benefit obligation or fair value of assets is amortized to the statement of operations over the average future work life. |
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Unit based compensation | Unit based compensation The Partnership awards unit based compensation to eligible participants under the Partnership's Long Term Incentive Plan (LTIP). All unit based payments to participants under the LTIP are recognized in our consolidated and combined carve-out statements of operations based on their fair values. The fair values of the awards are estimated on the date of grant. Compensation expense equal to the fair value of the awards that are expected to vest is estimated and recorded over the period the grants are earned, which is the vesting period. Compensation expense estimates are updated periodically. The vesting of the performance unit awards is also contingent upon the attainment of predetermined performance goals. Depending on the estimated probability of attainment of those performance goals, the compensation expense recognized related to the awards could increase or decrease over the remaining vesting period |
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Environmental Provisions | Environmental Provisions Provisions are recognized when the Partnership has a present obligation (legal or constructive) as a result of a past event, when (i) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. Environmental provisions are recognized for soil contamination whereby agreements have been made with the local authorities to remediate or contain the soil contamination. The environmental provisions are undiscounted and have been determined based on agreed remediation plans using existing technology, at current prices and on estimates by third party experts. The recorded provisions comprise the expected costs of site restoration, environmental remediation, cleanup or other obligations that are known and based on an agreed project plan and can be reasonably estimated. |
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Revenue Recognition | Revenue Recognition The Partnership generates revenues through the provision of fee-based services to their customers generally under multi-year agreements. Agreements contain “take-or-pay” provisions whereby the Partnership is entitled to a minimum throughput or storage fee. The Partnership recognizes revenues when the service is provided, the refined petroleum products and crude oil are handled or when the customer’s ability to make up the minimum volume has expired, in accordance with the terms of the contracts. The Partnership’s assessment of each of the four revenue recognition criteria as they relate to their revenue producing activities is as follows:
The Partnership's customary practices are to enter into a written contract, executed by both the customer and the Partnership or to obtain other written correspondence that represents a legally binding arrangement.
The Partnership considers services are provided when the refined petroleum products and crude oil are shipped through, delivered by or stored in their pipelines, terminals and storage facilities, as applicable.
The Partnership negotiates the fees for its services at the outset of its fee-based agreements. The storage fees generally are due in advance on the first day of the month. For other agreements, such as ancillary services, the amount of revenue is determinable after services are provided and volumes handled. These fees are generally determined and invoiced at the end of the month.
Collectability is evaluated on a customer-by-customer basis. The Partnership conducts a credit review for all customers at the inception of a new agreement to determine the creditworthiness of potential and existing customers. Collection is deemed probable if it is expected that the customer will be able to pay amounts under the agreement as payments become due. If the Partnership determines that collection is not probable, revenues are deferred and recognized upon cash collection. The Partnership collects taxes on certain revenue transactions to be remitted to governmental authorities, which may include sales, use, value added, goods and services and some excise taxes. These taxes are not included in revenue. |
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Income Taxes | Income Taxes Income tax comprises current and deferred tax. Income tax is recognized in the consolidated and combined carve-out statements of operations except to the extent that it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using enacted tax rates at the balance sheet date and any adjustments to tax payables in respect of previous years. Income taxes are accounted for under the liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carry-forwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which temporary differences are expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if we believe it is more likely than not that such net deferred tax assets will not be realized. Certain of our valuation allowances and tax uncertainties are associated with entities that we acquired in business combinations. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. Interest and penalties and the effects of foreign exchange, if any, related to income tax liabilities are included in income tax expense. All deferred income tax amounts are recognized as a long term asset or liability. The Netherlands domiciled entities of the Partnership are part of a Netherlands tax fiscal unity (the “Netherlands Fiscal Unity”). The Netherlands Fiscal Unity combines individual tax paying Netherlands entities and their ultimate Netherlands parent company as one taxpayer for Netherlands corporate income tax purposes. The intercompany tax allocations from the Netherlands Fiscal Unity are not subject to tax sharing agreements and no cash payments are made between the companies related to Netherlands tax attributes. |
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Other Comprehensive Income/(loss) | Other Comprehensive Income Other comprehensive income consists of post-retirement benefit plan costs not recognized in earnings, the effective portion of a cash flow hedge and the translation differences of entities with a functional currency in Euro, and is reflected net of the related income tax effects. |
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Fair Value Measurements | Fair Value Measurements The Partnership utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Fair value measurements are derived using inputs and assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The fair value classification prioritizes the inputs used in measuring the fair value as follows:
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Accounting for Leases | Accounting for Leases Leases of assets under which substantially all the risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognized as an expense on a straight-line method over the lease term. |
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Derivative Financial Instruments and Hedging Activities | Derivative Financial Instruments and Hedging Activities The Partnership’s primary derivative instruments include interest-rate swap agreements and forward foreign exchange contracts which are recorded at fair value. Changes in the fair value of these derivatives, which have not been designated as hedging instruments, are recorded as a gain or loss within other income/(expense) in our consolidated and combined carve-out statement of operations. Changes in the fair value of any derivative instrument or non-derivative instrument that we have formally designated as a hedge, including a hedge in a net investment of a subsidiary, are recognized in other comprehensive income/(loss) in our consolidated and combined statement of comprehensive income. Any change in fair value relating to an ineffective portion of a designated hedge is recognized in the consolidated and combined carve-out statement of operations. The Partnership formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process included linking all derivatives and non-derivatives that were designated as hedges. The Partnership also formally assessed, both at the hedge’s inception and on an ongoing basis, whether the derivatives or non-derivatives that were used in hedging transactions were highly effective. If it is determined that a derivative or non-derivative was not highly effective as a hedge, that it had ceased to be a highly effective hedge, or the derivative expires or is sold, terminated or exercised, we discontinue hedge accounting prospectively. |
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Earnings per unit | Earnings per unit The Partnership computes earnings per unit using the two-class method for its participating securities, which include the general partner units, common units, subordinated units, and the incentive distribution rights. |
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Recently Issued Accounting Standards | Recently Issued Accounting Standards New Accounting Standards Adopted ASU 2014-12 In June 2014 the FASB issued ASU No. 2014-12 Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A reporting entity should apply FASB ASC Topic 718, Compensation—Stock Compensation to awards with performance conditions that affect vesting. ASU 2014-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Adoption of ASU No. 2014-12 did not have a material impact on the financial position or the results of operations. ASU 2015-06 In April 2015, the FASB issued ASU 2015-06, Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions. Master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or “drops down”) net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in ASU 2015-06 specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of this guidance did not have an impact but will impact the calculation of EPU in periods during which a dropdown transaction of net assets occurs. New Accounting Standards Not Yet Adopted ASU No. 2014-9 In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers. The ASU provides a five-step analysis of transactions to determine when and how revenue is recognized. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date by one year to annual reporting periods beginning after December 15, 2017. The FASB has permitted early adoption beginning after December 15, 2016. The Partnership is currently evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets, cash flows or disclosures. The evaluation process includes comparing the new accounting guidance to our current revenue recognition policies, a review of existing contracts with customers and the terms and conditions of such contracts and determining the method of adoption and any related impact on our internal controls. ASU 2016-01 In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10). This update is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The amendments in the update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This update is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets or cash flows. ASU 2016-02 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update introduces a new lease model that requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. This update is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets or cash flows. ASU 2016-09 In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share Based Payment Accounting. This update changes how entities recognize the tax effects of awards in the income statement when the awards vest or are settled as well as revising guidance on employers' accounting for an employee's use of shares to satisfy the employer's statutory income tax withholding obligation and for forfeitures. This update is effective for financial statements issued for annual periods beginning after December 15, 2016 and for interim periods within those fiscal years. Early adoption is permitted in any annual or interim period for which financial statements have not been issued or made available for issuance, but all guidance must be adopted in the same period. If an entity adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated results of operations, balance sheets or cash flows. ASU 2016-15 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows, with the objective of reducing existing diversity in practice with respect to these items. The guidance must be applied retrospectively, and it is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods, with early adoption permitted. The Partnership is evaluating the provisions of this accounting standards update and assessing the impact, if any, that it may have on our consolidated statement of cash flows. ASU 2016-18 On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force. This update requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Partnership does not believe the adoption of this guidance will have a material impact on our consolidated results of operations, balance sheets, cash flows or disclosures. ASU 2017-04 In January 2017, the FASB issued issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This update simplifies the test for goodwill impairment. The guidance eliminates Step 2 from the goodwill impairment test, which required entities to calculate the implied fair value of a reporting unit's goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under the new guidance, entities will recognize an impairment charge for the amount by which the fair value of a reporting unit exceeds its carrying amount. The guidance must be applied using a prospective approach and is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The Partnership does not believe the adoption of this guidance will have a material impact on our consolidated results of operations, balance sheets, cash flows or disclosures. |
General Information (Tables) |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Significant Subsidiaries | The following table lists the Partnership's significant subsidiaries and their purpose as of December 31, 2016.
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Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||
Schedule of Estimated Useful Lives of Assets | Property, plant and equipment are depreciated using the straight-line method, over the estimated useful life of each asset as follows:
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Significant Risks and Uncertainties Including Business and Credit Concentrations (Tables) |
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Schedule of Revenues and Percentage of Combined Revenues | The following table presents revenues and percentage of consolidated and combined carve-out revenues for any customers that accounted for more than 10% of the Partnership's consolidated and combined carve-out revenues during the years ended December 31, 2016, 2015 and 2014.
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Related Party Transactions (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Broken Down Revenue from Related Party | The revenue from Vitol can be broken down as follows:
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Schedule of Breakdown of Related Party Central Service Costs | A breakdown of the central service costs included is as follows:
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Schedule of Accounts Receivable Resulting from the Related Party Transactions | The amounts receivable as of December 31, 2016 and 2015 resulting from the related party transactions are as follows:
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Schedule of Accounts Payable Resulting from the Related Party Transactions | The amounts payable as of December 31, 2016 and 2015 resulting from the related party transactions are as follows:
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Summary of Vitol's Existing Storage Capacity and Guarantee Duration | The table below specifies the changes from the Omnibus Guarantee on Vitol’s existing storage capacity and the revised expiration of the contracted capacity for each respective terminal:
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Current Assets and Prepaid Expenses (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Prepaid Expenses | Prepaid expenses as of December 31, 2016 and 2015 consist of the following:
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Schedule of Other Receivables and Current Assets | The other receivables and current assets as of December 31, 2016 and 2015 are as follows:
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Property, Plant and Equipment (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property Plant and Equipment at Cost | Property, plant and equipment, at cost as of December 31, 2016 and 2015, is as follows:
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Schedule of Property, Plant and Equipment by Geographical Location | The property, plant and equipment as of December 31, 2016 and 2015, specified by geographical location is as follows:
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Intangible Assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Capitalized Lease Rights at Cost | Capitalized lease rights, at cost as of December 31, 2016 and 2015, are as follows:
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Goodwill (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Goodwill | Goodwill as of December 31, 2016 and 2015 is as follows:
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Long-term Debt (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt | Long-term debt as of December 31, 2016 and 2015 comprises the following:
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Postretirement Benefit and Post Employment Obligations (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Postretirement Benefit and Postemployment Obligations | The postretirement benefit and postemployment obligations as of December 31, 2016 and 2015 are as follows:
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Summary of Benefit Obligations, Fair Value of Plan Assets and Unfunded Status of Plans | The plans’ benefit obligations, fair value of plan assets, and unfunded status as of December 31, 2016 and December 31, 2015 were as follows:
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Components of Net Periodic Benefit Cost Recognized | Components of net periodic benefit cost recognized in 2016, 2015 and 2014 were:
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Summary of Weighted Average Assumptions Used to Determine Benefit Obligations and Net Periodic Benefit Cost | Weighted average assumptions used to determine benefit obligations and net periodic benefit cost for December 31, 2016 and December 31, 2015 were as follows:
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Summary of Target Asset Allocation | The investment policy specifies the type of investment vehicles appropriate for the plan, asset allocation guidelines, criteria for selection of investment managers, procedures to monitor overall investment performance, as well as investment manager performance. The plan assets of the Belgium defined benefit plan are arranged in a Guaranteed Investment Contract (“GIC”) with an insurance company. The contract is an investment in which the fund manager holds or invests in single group annuity contracts issued directly to the retirement plan. The plan receives a direct guarantee of principal and accrued interest from the insurance company. The contract guarantees a fixed rate of return of 3.25% regardless of the performance of the underlying assets, which the insurance company holds within their account.
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Summary of Movement in Level 3 Assets | The movement in Level 3 assets for 2016 and 2015 was as follows:
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Summary of Asset Allocations of Pension Benefits | The asset allocations of the Partnership's pension benefits as of December 31, 2016 and December 31, 2015 were as follows:
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Environmental Provisions (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||
Environmental Remediation Obligations [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of Environment Provisions | The environmental provisions as of December 31, 2016 and 2015 were as follows:
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Current and Deferred Income Tax Expense | The components of current and deferred income tax expense attributable to income for the years ended December 31, 2016, 2015 and 2014 are as follows:
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Summary of Income Tax Rate Reconciliation | The table below includes income tax expense by jurisdiction after applying the local applicable statutory rate to profit before tax and adjustments for permanent differences and other items is as follows:
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Schedule of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 are presented below.
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Summary of Income Tax Examinations | The following table summarizes the earliest tax years that remain subject to examination by major taxable jurisdictions in which the Partnership operates:
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Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Carrying Amounts and Estimated Fair Values of Partnership's Financial Instruments | The following table represents the carrying amounts and estimated fair values of the Partnership’s financial instruments as of December 31, 2016 and 2015.
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Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the placement in fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (including those items that are required to be measured at fair value or for which fair value is required to be disclosed) as of December 31, 2016 and 2015:
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Financial Instruments and hedging activities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value of Interest Rate Swaps | Information regarding our interest rate swaps at December 31, 2016 and 2015 whereby we receive floating rate of interest and pay a fixed rate of interest is as follows:
Information regarding our interest rate swaps at December 31, 2016 and 2015 whereby we pay a floating rate of interest and receive a fixed rate of interest is as follows:
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Schedule of Derivative Instrument Split Between Short Term and Long Term | A split between the current and non-current liability is provided below:
A split between the current and non-current asset is provided below:
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Details Regarding Foreign Currency Forward Exchange Contracts | Details regarding our forward foreign exchange contracts is provided below:
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Summary of Split Between Short-Term and Long-Term Asset | A split between the current and non-current asset is provided below:
A split between the current and non-current liability is provided below:
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Other Liabilities and Accrued Expenses (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Other Liabilities and Accrued Expenses | The other liabilities and accrued expenses as of December 31, 2016 and 2015 are as follows:
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Commitments and Contingencies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Non-Cancellable Land and Operational Lease Commitments | As of December 31, 2016 the Partnership has future minimum non-cancellable land and operational lease commitments as follows:
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Schedule of Capital Commitments and Other Contractual Commitments | The Partnership had capital commitments and other contractual commitments (mainly related to construction work in progress) as follows:
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Revenue by Service and Geographical Location (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Revenue by Type of Service | The revenue of the Partnership by type of service is as follows:
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Schedule of Revenue Broken Down by Geographic Location | The revenue of the Partnership by country is as follows:
|
Interest and Other Finance Expenses (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Banking and Thrift, Interest [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Total Interest and Other Finance Expenses | Total interest and other finance expenses incurred during the years ended December 31, 2016, 2015 and 2014 are as follows:
|
Accumulated Other Comprehensive Income/(loss) (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Breakdown of Accumulated Other Comprehensive Income/(Loss) | A breakdown of the accumulated other comprehensive income/(loss) is as follows:
|
Supplemental Cash Flow Information (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Supplemental Cash Flow Information | The supplemental Cash Flow information of the Partnership is as follows:
|
Unit based compensation Unit based compensation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Award Activity | The following table includes the activity for the year ended December 31, 2016:
(1) The weighted average grant date fair value is determined by dividing the aggregate grant date fair value of awards by the number of awards issued. |
Earnings per unit and cash distributions (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Calculation of Basic and Diluted Earnings per Unit | The calculation of basic and diluted earnings per unit is presented below:
|
Significant Risks and Uncertainties Including Business and Credit Concentrations - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Concentration Risk [Line Items] | |||
Revenue - Vitol Group | $ 214.7 | $ 220.0 | $ 232.4 |
Vitol Group [Member] | |||
Concentration Risk [Line Items] | |||
Revenue - Vitol Group | $ 214.7 | $ 220.0 | $ 232.4 |
Vitol Group [Member] | Customer Concentration Risk [Member] | Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Customers accounting for a particular amount of revenue (as a percent) | 68.80% | 76.00% | 76.60% |
Percentage of total revenue - Vitol Group | 68.80% | 76.00% | 76.60% |
Vitol Group [Member] | Customer Concentration Risk [Member] | Revenues [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Customers accounting for a particular amount of revenue (as a percent) | 10.00% | 10.00% | 10.00% |
Percentage of total revenue - Vitol Group | 10.00% | 10.00% | 10.00% |
Related Party Transactions - Schedule of Broken Down Revenue from Related Party (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Related Party Transaction [Line Items] | |||
Vitol Group total | $ 214.7 | $ 220.0 | $ 232.4 |
Terminaling and Throughput Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Vitol Group total | 197.5 | 204.0 | 212.9 |
Excess Throughput and Ancillary Services [Member] | |||
Related Party Transaction [Line Items] | |||
Vitol Group total | $ 17.2 | $ 16.0 | $ 19.5 |
Related Party Transactions - Schedule of Accounts Receivable Resulting from the Related Party Transactions (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Related Party Transaction [Line Items] | ||
Trade account receivables | $ 18.2 | $ 16.4 |
Vitol Group of Companies [Member] | ||
Related Party Transaction [Line Items] | ||
Trade account receivables | 12.4 | 11.8 |
VTTI Group of Companies [Member] | ||
Related Party Transaction [Line Items] | ||
Trade account receivables | $ 5.8 | $ 4.6 |
Related Party Transactions - Schedule of Accounts Payable Resulting from the Related Party Transactions (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Related Party Transaction [Line Items] | ||
Trade account payables | $ 11.9 | $ 19.1 |
Vitol Group of Companies [Member] | ||
Related Party Transaction [Line Items] | ||
Trade account payables | 0.1 | 0.1 |
VTTI Group of Companies [Member] | ||
Related Party Transaction [Line Items] | ||
Trade account payables | $ 11.8 | $ 19.0 |
Related Party Transactions - Summary of Vitol's existing storage capacity and guarantee duration (Detail) MMBbls in Millions |
12 Months Ended |
---|---|
Dec. 31, 2016
MMBbls
| |
Related Party Transaction [Line Items] | |
Vitol Storage | 20.5 |
Amsterdam, NL [Member] | |
Related Party Transaction [Line Items] | |
Vitol Storage | 2.9 |
Antwerp, BE [Member] | |
Related Party Transaction [Line Items] | |
Vitol Storage | 2.3 |
Rotterdam, NL [Member] | |
Related Party Transaction [Line Items] | |
Vitol Storage | 5.1 |
Seaport Canaveral [Member] | |
Related Party Transaction [Line Items] | |
Vitol Storage | 2.8 |
Fujairah, UAE [Member] | |
Related Party Transaction [Line Items] | |
Vitol Storage | 7.4 |
Segment Information - Additional Information (Detail) |
12 Months Ended |
---|---|
Dec. 31, 2016
segment
| |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 6 |
Current Assets and Prepaid Expenses - Additional Information (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Allowance for doubtful accounts | $ 0.0 | $ 0.0 |
Current Assets and Prepaid Expenses - Schedule of Prepaid Expenses (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid operating lease | $ 20.5 | $ 21.7 |
Other prepaid expenses | 1.6 | 1.2 |
Total prepaid expenses | 22.1 | 22.9 |
Of which non-current | 20.5 | 21.7 |
Of which current | $ 1.6 | $ 1.2 |
Current Assets and Prepaid Expenses - Schedule of Other Receivables and Current Assets (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT and other tax receivables | $ 3.8 | $ 4.3 |
Inventories | 5.1 | 4.3 |
Other receivables | 7.8 | 4.1 |
Total other receivables and current assets | $ 16.7 | $ 12.7 |
Property, Plant and Equipment - Schedule of Property Plant and Equipment at Cost (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | $ 1,706.2 | $ 1,675.8 |
Less: accumulated depreciation | (505.6) | (448.6) |
Total property, plant and equipment | 1,200.6 | 1,227.2 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 91.4 | 91.4 |
Tank Jetties and Installation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 1,511.4 | 1,475.8 |
Other Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 36.3 | 35.0 |
Construction Work in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | $ 67.1 | $ 73.6 |
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Property, Plant and Equipment [Line Items] | |||
Interest expenses capitalized | $ 0.5 | $ 3.1 | $ 2.2 |
Construction Work in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Interest expenses capitalized | 0.5 | 3.1 | 2.2 |
Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 71.5 | $ 67.2 | $ 69.6 |
Intangible Assets - Summary of Capitalized Lease Rights at Cost (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Capital Leased Assets [Line Items] | ||
Capital leased assets gross | $ 39.1 | $ 40.0 |
Accumulated amortization | (5.7) | (4.8) |
Net intangibles assets | 33.4 | 35.2 |
Land Lease Rights [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased assets gross | 31.4 | 32.1 |
Jetty Lease Rights [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased assets gross | $ 7.7 | $ 7.9 |
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Finite-Lived Intangible Assets [Line Items] | |||
Capitalized lease rights | $ 33.4 | $ 35.2 | |
Amortization expense | 1.1 | $ 1.2 | $ 1.2 |
Estimated amortization expense for 2017 | 1.1 | ||
Estimated amortization expense for 2018 | 1.1 | ||
Estimated amortization expense for 2019 | 1.1 | ||
Estimated amortization expense for 2020 | 1.1 | ||
Estimated amortization expense for 2021 | $ 1.1 | ||
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period | 36 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period | 38 years |
Goodwill - Schedule of Goodwill (Detail) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Goodwill [Roll Forward] | ||
Carrying amount of goodwill | $ 110.2 | $ 119.6 |
Historical cost price, Beginning balance | 160.1 | 175.3 |
Accumulated impairments, Beginning balance | (49.9) | (55.7) |
Book value, Beginning balance | 110.2 | 119.6 |
Movements: | ||
Effect of movements in exchange rates | (2.5) | (9.4) |
Impairments | 0.0 | 0.0 |
Historical cost price, Ending balance | 156.0 | 160.1 |
Accumulated impairments, Ending balance | (48.3) | (49.9) |
Book value, Ending balance | $ 107.7 | $ 110.2 |
Postretirement Benefit and Post Employment Obligations - Summary of Postretirement Benefit and Preemployment Obligation (Details) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Compensation and Retirement Disclosure [Abstract] | ||
Postretirement benefit obligation | $ 6.4 | $ 6.9 |
Post-employment obligation | 2.8 | 2.2 |
Employment obligation | 0.7 | 0.5 |
Postretirement benefit and post-employment obligation | $ 9.9 | $ 9.6 |
Postretirement Benefit and Post Employment Obligations - Components of Net Periodic Benefit Cost Recognized (Details) - Foreign Pension Plan [Member] - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | $ 0.6 | $ 0.6 | $ 0.6 |
Interest cost | 0.3 | 0.3 | 0.5 |
Expected return on plan assets | (0.3) | (0.3) | (0.2) |
Amortization of net (gain) loss | 0.2 | 0.2 | 0.2 |
Net periodic benefit cost | $ 0.8 | $ 0.8 | $ 1.1 |
Postretirement Benefit and Post Employment Obligations - Summary of Target Asset Allocation (Details) - Foreign Pension Plan [Member] |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Equity Securities [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target asset allocation (as a percent) | 0.20% | 0.30% |
Bonds [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target asset allocation (as a percent) | 0.40% | 0.40% |
Cash and Cash Equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target asset allocation (as a percent) | 0.00% | 0.00% |
Guaranteed Investment Contract [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target asset allocation (as a percent) | 99.40% | 99.30% |
Postretirement Benefit and Post Employment Obligations - Summary of Movement in Level 3 Assets (Details) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Fair Value, Inputs, Level 3 [Member] | ||
Change in plan assets | ||
Fair value of plan assets at the beginning of the year | $ 7.0 | |
Fair value of plan assets at the end of the year | 7.7 | $ 7.0 |
Foreign Pension Plan [Member] | ||
Change in plan assets | ||
Fair value of plan assets at the beginning of the year | 7.0 | |
Fair value of plan assets at the end of the year | 7.7 | 7.0 |
Foreign Pension Plan [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Change in plan assets | ||
Fair value of plan assets at the beginning of the year | 7.0 | 7.5 |
Realized gains/losses relating to assets sold during the year | 0.3 | (0.6) |
Purchases, sales, issuances, settlement, net | 0.4 | 0.1 |
Fair value of plan assets at the end of the year | $ 7.7 | $ 7.0 |
Environmental Provisions - Schedule of Environment Provisions (Detail) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Site Contingency [Line Items] | ||
Provision for Soil Contamination | $ 18.0 | $ 19.8 |
Antwerp Terminals Processing Company [Member] | Belgium [Member] | ||
Site Contingency [Line Items] | ||
Provision for Soil Contamination | 4.4 | 4.8 |
Eurotank Amsterdam B.V. [Member] | The Netherlands [Member] | ||
Site Contingency [Line Items] | ||
Provision for Soil Contamination | $ 13.6 | $ 15.0 |
Income Taxes - Components of Current and Deferred Income Tax Expense (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Tax Disclosure [Abstract] | |||
Current income tax | $ 0.4 | $ 0.0 | $ 0.0 |
Deferred income tax | 17.5 | 28.2 | 24.4 |
Total Income tax expense | $ 17.9 | $ 28.2 | $ 24.4 |
Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Deferred tax assets: | ||
Interest rate swaps | $ 2.1 | $ 2.7 |
Pension obligation and other temporary differences | 5.1 | 2.8 |
Tax loss carry forwards | 31.7 | 47.9 |
Property, plant and equipment | 1.4 | 1.5 |
Total deferred tax assets before valuation allowance | 40.3 | 54.9 |
Valuation allowance | 0.0 | 0.0 |
Total deferred tax assets before netting | 40.3 | 54.9 |
Netting positions | (16.1) | (26.6) |
Net deferred tax assets | 24.2 | 28.3 |
Deferred tax liabilities: | ||
Property, plant and equipment | 86.0 | 81.6 |
Deferred foreign exchange results | 0.0 | 1.1 |
Foreign exchange forward contracts | 6.8 | 8.5 |
Other temporary differences | 1.2 | 1.2 |
Total deferred tax liabilities before netting | 94.0 | 92.4 |
Netting positions | (16.1) | (26.6) |
Net deferred tax liabilities | $ 77.9 | $ 65.8 |
Income Taxes - Additional Information (Detail) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, net | $ 90,300,000 | ||
Operating loss carryforwards with no expiration date | 63,500,000 | ||
Valuation allowance | 0 | $ 0 | |
Increase (decrease) in valuation allowance | 0 | 0 | $ (3,600,000) |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, interest or penalties | $ 0 | $ 0 | $ 0 |
Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income taxes operating losses carryforwards expiration period | 2031 | ||
Latest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income taxes operating losses carryforwards expiration period | 2034 |
Income Taxes - Summary of Income Tax Examinations (Detail) |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
USA [Member] | |
Statutory Accounting Practices [Line Items] | |
Open years | 2009 |
Ongoing examinations | 2014 |
United Kingdom [Member] | |
Statutory Accounting Practices [Line Items] | |
Open years | 2014 |
Ongoing examinations | None |
Belgium [Member] | |
Statutory Accounting Practices [Line Items] | |
Open years | 2015 |
Ongoing examinations | None |
Malaysia [Member] | |
Statutory Accounting Practices [Line Items] | |
Open years | 2010 |
Ongoing examinations | None |
The Netherlands [Member] | |
Statutory Accounting Practices [Line Items] | |
Open years | 2014 |
Ongoing examinations | None |
Financial Instruments and Hedging Activities - Schedule of Derivative Instrument Split Between Short Term and Long Term (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Current | $ (6.3) | $ (5.1) |
Derivative Liability, Noncurrent | (5.4) | (5.8) |
Derivative asset, current | 11.4 | 11.0 |
Derivative asset, noncurrent | 19.2 | 22.9 |
Interest Rate Swap Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Current | (5.3) | (5.1) |
Derivative Liability, Noncurrent | (3.3) | (5.8) |
Derivative liability | (8.6) | (10.9) |
Derivative asset, current | 0.1 | 0.0 |
Derivative asset, noncurrent | 0.0 | 0.0 |
Derivative asset | $ 0.1 | $ 0.0 |
Financial Instruments and Hedging Activities - Summary of Split Between Short-Term and Long-Term Asset (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | $ 11.4 | $ 11.0 |
Derivative asset, noncurrent | 19.2 | 22.9 |
Derivative Liability, Current | 6.3 | 5.1 |
Derivative Liability, Noncurrent | 5.4 | 5.8 |
Foreign Exchange Forward [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, current | 11.3 | 11.0 |
Derivative asset, noncurrent | 19.2 | 22.9 |
Derivative asset | 30.5 | 33.9 |
Derivative Liability, Current | 1.1 | 0.0 |
Derivative Liability, Noncurrent | 2.1 | 0.0 |
Derivative liability | $ 3.2 | $ 0.0 |
Other Liabilities and Accrued Expenses - Schedule of Other Liabilities and Accrued Expenses (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Payables and Accruals [Abstract] | ||
VAT, wage tax, and other taxes | $ 3.3 | $ 2.8 |
Other payables | 3.4 | 13.7 |
Deferred income | 1.7 | 1.7 |
Accrued charges -personnel | 4.9 | 5.3 |
Accrued charges -construction work in progress | 3.3 | 5.2 |
Accrued charges -general and administrative expenses | 4.6 | 4.6 |
Total other liabilities and accrued expenses | $ 21.2 | $ 33.3 |
Commitment and Contingencies - Additional Information (Details) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016
USD ($)
claim
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
|
|
Commitments and Contingencies Disclosure [Abstract] | |||
Current liability for potential claims | $ 0.5 | ||
Other significant legal proceedings | claim | 0 | ||
Rental and other operational lease expenses | $ 13.0 | $ 12.6 | $ 13.7 |
Bank guarantees in respect of the custom duties and taxes | $ 19.9 | $ 30.7 |
Commitments and Contingencies - Schedule of Future Minimum Non-Cancellable Land and Operational Lease Commitments (Detail) $ in Millions |
Dec. 31, 2016
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2017 | $ 14.3 |
2018 | 10.8 |
2019 | 10.9 |
2020 | 10.9 |
2021 | 11.0 |
Thereafter | 79.7 |
Total | $ 137.6 |
Commitments and Contingencies - Schedule of Capital Commitments and Other Contractual Commitments (Detail) - USD ($) $ in Millions |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Commitments and Contingencies Disclosure [Abstract] | ||
Next twelve months | $ 6.8 | $ 9.8 |
Year three | 0.3 | |
Thereafter | 0.1 | 0.0 |
Total | $ 6.9 | $ 10.1 |
Revenue by Service and Geographical Location - Schedule of Revenue by Type of Service (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Segment Reporting Information [Line Items] | |||
Total revenue | $ 312.2 | $ 289.7 | $ 303.2 |
Storage and Throughput Fees [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 282.4 | 265.9 | 273.8 |
Excess Throughput and Ancillary Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 29.8 | $ 23.8 | $ 29.4 |
Revenue by Service and Geographical Location - Schedule of Revenue Broken Down by Geographic Location (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Segment Reporting Information [Line Items] | |||
Total revenue | $ 312.2 | $ 289.7 | $ 303.2 |
The Netherlands [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 119.5 | 113.1 | 132.4 |
Belgium [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 34.4 | 32.1 | 35.0 |
United Arab Emirates [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 60.6 | 57.4 | 56.3 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 28.5 | 27.4 | 27.1 |
Malaysia [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 69.2 | $ 59.7 | $ 52.4 |
Interest and Other Finance Expenses - Schedule of Total Interest and Other Finance Expenses (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Banking and Thrift, Interest [Abstract] | |||
Gross debt interest and finance expense | $ 28.6 | $ 18.2 | $ 28.6 |
Of which capitalized as borrowing cost | (0.5) | (3.1) | (2.2) |
Total interest and finance expenses | 28.1 | 15.1 | 26.4 |
Related party interest expense | $ 6.3 | $ 4.4 | $ 13.5 |
Non-Controlling Interests (Details) - USD ($) $ in Millions |
12 Months Ended | ||||
---|---|---|---|---|---|
Sep. 01, 2016 |
Jul. 01, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Noncontrolling Interest [Line Items] | |||||
Total consideration | $ 96.2 | $ 75.0 | $ 0.0 | ||
Partners' capital | $ 270.4 | $ 236.4 | |||
VTTI MLP B.V [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Additional indirect interest (as a percent) | 8.40% | 6.60% | |||
Total consideration | $ 96.2 | $ 75.0 | |||
Indirect interest (as a percent) | 42.60% | 51.00% | |||
De-recognition of non-controlling interest | 55.0 | $ 48.7 | |||
Partners' capital | $ 41.0 | $ 26.3 |
Other Operating Income (Details) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Other Income and Expenses [Abstract] | |||
Other operating income | $ 0.0 | $ 9.3 | $ 0.0 |
Supplemental Cash Flow Information Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Supplemental Cash Flow Elements [Abstract] | |||
Cash interest paid | $ 26.4 | $ 18.8 | $ 23.4 |
Cash corporate income tax paid | $ 0.3 | $ 0.0 | 0.0 |
Converted amount of intercompany debt into equity | $ 200.0 |
Earnings per unit and cash distributions - Calculation of Basic and Diluted Earnings per Unit (Detail) - USD ($) $ / shares in Units, $ in Millions |
4 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Apr. 26, 2017 |
Apr. 26, 2016 |
Dec. 31, 2014 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
||||
Schedule Of Earnings Per Unit [Line Items] | |||||||||
Net income attributable to the members of VTTI Energy Partners LP | $ 6.6 | $ 25.2 | $ 22.5 | $ 41.2 | |||||
Less: Distributable paid | (17.3) | (57.3) | (47.1) | ||||||
Over distributed earnings | (10.7) | (32.1) | (24.6) | ||||||
Over distributed earnings attributable to: | |||||||||
Common unitholders | (5.3) | (16.5) | (13.7) | ||||||
Subordinated unitholders | (5.3) | 14.9 | (13.7) | ||||||
General partner | $ (0.2) | $ (0.6) | $ (0.6) | ||||||
Weighted average units outstanding : | |||||||||
Common unitholders (in shares) | 20,125,000 | 22,167,466 | 20,125,000 | ||||||
Dilutive effect of LTIP awards (in shares) | 0 | 108,006 | 0 | ||||||
Common unitholders - diluted (in shares) | 20,125,000 | 22,275,472 | 20,125,000 | ||||||
Subordinated unitholders (in shares) | 20,125,000 | 20,125,000 | 20,125,000 | ||||||
General partner (in shares) | 821,429 | 866,132 | 821,429 | ||||||
Earnings per unit: | |||||||||
Common unitholders (in dollars per share) | [1] | $ 0.1607 | $ 0.5839 | $ 0.5478 | |||||
Common unitholders - diluted (in dollars per share) | [1] | 0.1607 | 0.5811 | 0.5478 | |||||
Subordinated unitholders (in dollars per share) | [1] | 0.1607 | 0.5839 | 0.5478 | |||||
General partner (in dollars per share) | [1] | 0.1607 | $ 0.5839 | 0.5478 | |||||
General partner, incentive distribution rights, value | $ 0.5 | ||||||||
Cash Distributions Declared and Paid In The Period Per Unit [Member] | |||||||||
Earnings per unit: | |||||||||
Common unitholders (in shares) | 0.1598 | $ 0.95935 | 0.8459 | ||||||
Subordinated unitholders (in shares) | 0.1598 | 0.95935 | 0.8459 | ||||||
General partner (in shares) | 0.1598 | $ 0.95935 | $ 0.8459 | ||||||
Subsequent Event: Cash Distributions Declared and Paid Per Unit Relating To The Period [Member] | |||||||||
Earnings per unit: | |||||||||
Common unitholders (in shares) | $ 0.3015 | 0.2625 | |||||||
Subordinated unitholders (in shares) | 0.3015 | 0.2625 | |||||||
General partner (in shares) | $ 0.3015 | $ 0.2625 | |||||||
Subsequent Event [Member] | Subsequent Event: Cash Distributions Declared and Paid Per Unit Relating To The Period [Member] | |||||||||
Earnings per unit: | |||||||||
Common unitholders (in shares) | $ 0.3360 | ||||||||
Subordinated unitholders (in shares) | 0.3360 | ||||||||
General partner (in shares) | $ 0.3360 | ||||||||
|
Earnings per unit and cash distributions - Additional Information (Detail) - $ / shares |
12 Months Ended | ||
---|---|---|---|
Aug. 06, 2014 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Limited partner interest (as a percent) | 49.00% | ||
Common units outstanding (in shares) | 25,595,500 | 20,125,000 | |
Units outstanding (in shares) | 20,125,000 | 20,125,000 | |
General partner interest (as a percent) | 2.00% | ||
General partners, shares outstanding (in shares) | 933,071 | 821,429 | |
Minimum per share quarterly distribution (in dollars per share) | $ 0.2625 | $ 0.2625 | |
Annual distribution per unit (in dollars per share) | $ 1.05 | ||
General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
General partner interest (as a percent) | 2.00% | ||
Thereafter Distribution [Member] | General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
General partner interest (as a percent) | 2.00% | ||
Thereafter Distribution [Member] | Common Unit Holders [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 50.00% | ||
Thereafter Distribution [Member] | Incentive Distributions Rights [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 48.00% | ||
First Distribution [Member] | General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 2.00% | ||
First Distribution [Member] | Common Unit Holders [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 98.00% | ||
Distribution Two [Member] | General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 2.00% | ||
Distribution Two [Member] | Common Unit Holders [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 98.00% | ||
Distribution Three [Member] | General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 2.00% | ||
Distribution Three [Member] | Common Unit Holders [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 98.00% | ||
First Target Distribution [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Minimum per share quarterly distribution (in dollars per share) | $ 0.301875 | ||
First Target Distribution [Member] | General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
General partner interest (as a percent) | 2.00% | ||
First Target Distribution [Member] | Common Unit Holders [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 98.00% | ||
Second Target Distribution [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Minimum per share quarterly distribution (in dollars per share) | $ 0.328125 | ||
Second Target Distribution [Member] | General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
General partner interest (as a percent) | 2.00% | ||
Second Target Distribution [Member] | Common Unit Holders [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 85.00% | ||
Second Target Distribution [Member] | Incentive Distributions Rights [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 13.00% | ||
Third Target Distribution [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Minimum per share quarterly distribution (in dollars per share) | $ 0.39375 | ||
Third Target Distribution [Member] | General Partner [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
General partner interest (as a percent) | 2.00% | ||
Third Target Distribution [Member] | Common Unit Holders [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 75.00% | ||
Third Target Distribution [Member] | Incentive Distributions Rights [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Partners interest distribution (as a percent) | 23.00% | ||
Common Units [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Limited partner interest (as a percent) | 52.10% | ||
Common units outstanding (in shares) | 24,300,164 | ||
Common units outstanding (as a percent) | 95.00% | ||
Units outstanding (as a percent) | 5.00% | ||
Units outstanding (in shares) | 1,295,336 | ||
Subordinate Units [Member] | |||
Distribution Made To Limited Subordinated and General Partner [Line Items] | |||
Limited partner interest (as a percent) | 45.90% | ||
Units outstanding (as a percent) | 100.00% | ||
Units outstanding (in shares) | 20,125,000 |
Subsequent Events - Additional Information (Detail) - $ / shares |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Feb. 28, 2017 |
May 31, 2016 |
Dec. 31, 2016 |
Apr. 25, 2017 |
Mar. 02, 2017 |
Jan. 31, 2017 |
Aug. 06, 2014 |
|
Subsequent Event [Line Items] | |||||||
Distribution declared (in dollars per share) | $ 0.2625 | $ 0.2625 | |||||
Number, granted (in shares) | 134,878 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Distribution declared (in dollars per share) | $ 0.3360 | $ 0.3360 | |||||
VTTI B.V. [Member] | VTTI Energy Partners LP [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of common units (in dollars per share) | $ 18.75 | ||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number, granted (in shares) | 97,275 | ||||||
Performance Shares [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number, granted (in shares) | 122,972 | ||||||
General Partner [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of units (in shares) | 7,760 | ||||||
Common Units [Member] | Stichting Administratiekantoor VTTI [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of share issued (in shares) | 220,500 | ||||||
Common Units [Member] | Stichting Administratiekantoor VTTI [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of share issued (in shares) | 380,220 |
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