Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | ||
Mar. 31, 2018 | May 03, 2018 | Dec. 31, 2017 | |
Entity Information [Line Items] | |||
Series A Preferred unitholders, units outstanding | 35,125,202 | 35,125,202 | |
Entity Registrant Name | Blueknight Energy Partners, L.P. | ||
Entity Central Index Key | 1,392,091 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | Q1 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2018 | ||
Entity Common Stock, Shares Outstanding | 40,321,442 | ||
Subsequent Event [Member] | |||
Entity Information [Line Items] | |||
Series A Preferred unitholders, units outstanding | 35,125,202 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,081 | $ 2,469 |
Accounts receivable, net of allowance for doubtful accounts of $28 and $51 at December 31, 2017, and March 31, 2018, respectively | 10,392 | 7,589 |
Receivables from related parties, net of allowance for doubtful accounts of $0 at both dates | 2,110 | 3,070 |
Prepaid insurance | 1,985 | 2,009 |
Other current assets | 8,503 | 8,438 |
Total current assets | 25,071 | 23,575 |
Assets, Noncurrent [Abstract] | ||
Property, plant and equipment, net of accumulated depreciation of $316,591 and $319,220 at December 31, 2017, and March 31, 2018, respectively | 304,416 | 296,069 |
Assets held for sale, net of accumulated depreciation and amortization of $3,736 at March 31, 2018 | 1,536 | 0 |
Goodwill | 6,728 | 3,870 |
Debt issuance costs, net | 4,186 | 4,442 |
Intangibles and other assets, net | 19,654 | 12,913 |
Total assets | 361,591 | 340,869 |
Current liabilities: | ||
Accounts payable | 4,699 | 4,439 |
Accounts payable to related parties | 3,266 | 2,268 |
Accrued interest payable | 718 | 694 |
Accrued property taxes payable | 2,352 | 2,432 |
Unearned revenue | 3,028 | 2,393 |
Unearned revenue with related parties | 4,312 | 551 |
Accrued payroll | 2,796 | 6,119 |
Other current liabilities | 4,335 | 4,747 |
Total current liabilities | 25,506 | 23,643 |
Long-term unearned revenue with related parties | 996 | 1,052 |
Other long-term liabilities | 3,642 | 3,673 |
Long-term interest rate swap liabilities | 0 | 225 |
Long-term debt | 334,592 | 307,592 |
Commitments and contingencies (Note 15) | ||
Partners’ capital: | ||
Common unitholders (40,158,342 and 40,321,442 units issued and outstanding at December 31, 2017, and March 31, 2018, respectively) | 446,471 | 454,358 |
Preferred Units (35,125,202 units issued and outstanding at both dates) | 253,923 | 253,923 |
General partner interest (1.6% interest with 1,225,409 general partner units outstanding at both dates) | (703,539) | (703,597) |
Total partners’ capital | (3,145) | 4,684 |
Total liabilities and partners’ capital | $ 361,591 | $ 340,869 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 36 | $ 28 |
Receivables from related parties, allowance for doubtful accounts | 0 | 0 |
Assets, Noncurrent [Abstract] | ||
Accumulated depreciation | 319,220 | 316,591 |
Accumulated Depreciation, Assets held for sale | $ 3,736 | $ 0 |
Partners’ capital: | ||
Common unitholders, units issued | 40,321,442 | 40,158,342 |
Common unitholders, units outstanding | 40,321,442 | 40,158,342 |
Series A Preferred unitholders, units issued | 35,125,202 | 35,125,202 |
Series A Preferred unitholders, units outstanding | 35,125,202 | 35,125,202 |
General partner interest, units outstanding | 1,225,409 | 1,225,409 |
General partner percentage interest | 1.60% | 1.60% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Service revenue: | ||
Third-party revenue | $ 17,318 | $ 28,663 |
Sales Revenue from Related Parties, Services, Net | 6,321 | 13,642 |
Lease revenue: | ||
Third-party revenue | 9,804 | 0 |
Related-party revenue | 7,703 | 0 |
Product sales revenue: | ||
Third-party revenue | 3,514 | 4,035 |
Total revenue | 44,660 | 46,340 |
Costs and expenses: | ||
Operating expense | 31,135 | 31,906 |
Cost of product sales | 2,637 | 3,139 |
General and administrative expense | 4,221 | 4,585 |
Asset impairment expense | 616 | 28 |
Total costs and expenses | 38,609 | 39,658 |
Loss on sale of assets | (236) | (125) |
Operating income | 5,815 | 6,557 |
Other income (expenses): | ||
Equity earnings in unconsolidated affiliate | 0 | 61 |
Gain on sale of unconsolidated affiliate | 2,225 | 0 |
Interest expense (net of capitalized interest of $2 and $28, respectively) | (3,569) | (3,030) |
Income before income taxes | 4,471 | 3,588 |
Provision for income taxes | 29 | 46 |
Net income | 4,442 | 3,542 |
Allocation of net income for calculation of earnings per unit: | ||
General partner interest in net income | 231 | 209 |
Preferred interest in net income | 6,278 | 6,279 |
Net loss available to limited partners | $ (2,067) | $ (2,946) |
Basic and diluted net loss per common unit | $ (0.05) | $ (0.08) |
Weighted average common units outstanding - basic and diluted | 40,289 | 38,146 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Capitalized interest | $ 28 | $ 2 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Limited Partner [Member] | General Partner [Member] | Preferred Partner [Member] |
Balance at Dec. 31, 2017 | $ 4,684 | $ 454,358 | $ (703,597) | $ 253,923 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 4,442 | (2,065) | 228 | 6,279 |
Equity-based incentive compensation | 41 | 33 | 8 | |
Distributions | (12,587) | (5,947) | (361) | (6,279) |
Capital contributions | 183 | 183 | ||
Proceeds from sale of 21,246 common units pursuant to the Employee Unit Purchase Plan | 92 | 92 | ||
Balance at Mar. 31, 2018 | $ (3,145) | $ 446,471 | $ (703,539) | $ 253,923 |
CONSOLIDATED STATEMENTS OF CHA7
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Parenthetical) | 3 Months Ended |
Mar. 31, 2018shares | |
Changes in Partners Capital [Abstract] | |
Units Issued, Unit Based Compensation | 21,246 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 4,442 | $ 3,542 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for uncollectible receivables from third parties | 8 | (8) |
Depreciation and amortization | 7,367 | 8,066 |
Amortization of debt issuance costs | 256 | 342 |
Unrealized gain related to interest rate swaps | (354) | (752) |
Intangible asset impairment charge | 189 | 0 |
Fixed asset impairment charge | 427 | 28 |
Loss on sale of assets | 236 | 125 |
Gain on sale of unconsolidated affiliate | (2,225) | 0 |
Equity-based incentive compensation | 41 | (125) |
Equity earnings in unconsolidated affiliate | 0 | (61) |
Changes in assets and liabilities: | ||
Increase in accounts receivable | (2,811) | (3,806) |
Decrease in receivables from related parties | 960 | 303 |
Decrease in prepaid insurance | 744 | 441 |
Increase in other current assets | (345) | (610) |
Decrease in other assets | 41 | 3 |
Decrease in accounts payable | (154) | (86) |
Increase in payables to related parties | 625 | 227 |
Increase (decrease) in accrued interest payable | 24 | (117) |
Decrease in accrued property taxes | (80) | (695) |
Increase in unearned revenue | 637 | 794 |
Increase in unearned revenue from related parties | 3,655 | 3,753 |
Decrease in accrued payroll | (3,323) | (3,372) |
Decrease in other accrued liabilities | (419) | (443) |
Net cash provided by operating activities | 9,941 | 7,549 |
Cash flows from investing activities: | ||
Acquisitions | (21,959) | 0 |
Capital expenditures | (4,563) | (4,052) |
Proceeds from sale of assets | 26 | 2,850 |
Proceeds from sale of unconsolidated affiliate | 2,225 | 0 |
Net cash used in investing activities | (24,271) | (1,202) |
Cash flows from financing activities: | ||
Payment on insurance premium financing agreement | (746) | (773) |
Debt issuance costs | 0 | (7) |
Borrowings under credit agreement | 54,000 | 25,000 |
Payments under credit agreement | 27,000 | 19,000 |
Proceeds from equity issuance | 92 | 84 |
Capital contributions | 183 | 104 |
Distributions | (12,587) | (12,252) |
Net cash provided by (used in) financing activities | 13,942 | (6,844) |
Net decrease in cash and cash equivalents | (388) | (497) |
Cash and cash equivalents at beginning of period | 2,469 | 3,304 |
Cash and cash equivalents at end of period | 2,081 | 2,807 |
Supplemental disclosure of non-cash financing and investing cash flow information: | ||
Non-cash changes in property, plant and equipment | 1,251 | 1,790 |
Increase in accrued liabilities related to insurance premium financing agreement | $ 720 | $ 750 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2018 | |
ORGANIZATION AND NATURE OF BUSINESS [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | ORGANIZATION AND NATURE OF BUSINESS Blueknight Energy Partners, L.P. and subsidiaries (collectively, the “Partnership”) is a publicly traded master limited partnership with operations in 27 states. The Partnership provides integrated terminalling, gathering, transportation and marketing services for companies engaged in the production, distribution and marketing of crude oil and asphalt products. The Partnership manages its operations through four operating segments: (i) asphalt terminalling services, (ii) crude oil terminalling services, (iii) crude oil pipeline services and (iv) crude oil trucking and producer field services. The Partnership’s common units and preferred units, which represent limited partnership interests in the Partnership, are listed on the NASDAQ Global Market under the symbols “BKEP” and “BKEPP,” respectively. The Partnership was formed in February 2007 as a Delaware master limited partnership initially to own, operate and develop a diversified portfolio of complementary midstream energy assets. |
BASIS OF CONSOLIDATION AND PRES
BASIS OF CONSOLIDATION AND PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF CONSOLIDATION AND PRESENTATION | BASIS OF CONSOLIDATION AND PRESENTATION The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The condensed consolidated statements of operations for the three months ended March 31, 2017 and 2018 , the condensed consolidated statement of changes in partners’ capital for the three months ended March 31, 2018 , the condensed consolidated statements of cash flows for the three months ended March 31, 2017 and 2018 , and the condensed consolidated balance sheet as of March 31, 2018 , are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments necessary to state fairly the financial position and results of operations for the respective interim periods. All adjustments are of a recurring nature unless otherwise disclosed herein. The 2017 year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2017 , filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2018 (the “ 2017 Form 10-K”). Interim financial results are not necessarily indicative of the results to be expected for an annual period. The Partnership’s significant accounting policies are consistent with those disclosed in Note 3 of the Notes to Consolidated Financial Statements in its 2017 Form 10-K. The Partnership’s investment in Advantage Pipeline, L.L.C. (“Advantage Pipeline”), over which the Partnership had significant influence but not control, was accounted for by the equity method. The Partnership did not consolidate any part of the assets or liabilities of its equity investee. The Partnership’s share of net income or loss is reflected as one line item on the Partnership’s unaudited condensed consolidated statements of operations entitled “Equity earnings in unconsolidated affiliate” and increased or decreased, as applicable, the carrying value of the Partnership’s “Investment in unconsolidated affiliate” on the unaudited condensed consolidated balance sheets. Distributions to the Partnership reduced the carrying value of its investment and, to the extent received, were reflected in the Partnership’s unaudited condensed consolidated statements of cash flows in the line item “Distributions from unconsolidated affiliate.” Contributions increased the carrying value of the Partnership’s investment and were reflected in the Partnership’s unaudited condensed consolidated statements of cash flows in investing activities. On April 3, 2017, the Partnership sold its investment in Advantage Pipeline. See Note 5 for additional information. |
REVENUE REVENUE
REVENUE REVENUE | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers [Text Block] | REVENUE Revenue from Contracts with Customers On January 1, 2018, the Partnership adopted the new accounting standard ASC 606 - Revenue from Contracts with Customers and all related amendments (“new revenue standard”) using the modified retrospective method, and as a result applied the new guidance only to contracts that are not completed at the adoption date. Results for reporting periods beginning on January 1, 2018, are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with the Partnership’s historic accounting under ASC 605 - Revenue Recognition . The majority of the Partnership’s services revenue continues to be recognized as services are performed. Under the new revenue standard, the timing of revenue recognition on variable throughput fees will change, within a single reporting year, compared to the previous recognition. The effect will be straight-line recognition of unconstrained estimated annual throughput volumes over each contract year. See further discussion on variable throughput fees below. In addition, as a result of the adoption of the new revenue standard, revenue from leases is required to be presented separately from revenue from customers. As the Partnership applied the modified retrospective method, prior periods have not been reclassified. Upon adoption of the new revenue standard, there was no cumulative adjustment to the balance sheet at January 1, 2018. Adoption of the new revenue standard resulted in recognition of an additional $0.1 million of “Service revenue - Third-party revenue” in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2018 , and “Accounts receivable” on the unaudited condensed consolidated balance sheet as of March 31, 2018 , over what would have been recorded under ASC 605. While some revenue under storage, throughput and handling contracts in the asphalt terminalling segment will shift between quarters within a fiscal year, the impact of adoption of the new revenue standard is not expected to be material to net income on an ongoing basis because the analysis of contracts under the new revenue standard supports the recognition of revenue as services are performed, which is consistent with the previous revenue recognition model. There are two types of contracts in the asphalt terminalling segment: (i) operating lease contracts, under which customers operate the facilities, and (ii) storage, throughput and handling contracts, under which the Partnership operates the facilities. The operating lease contracts are accounted for in accordance with ASC 840 - Leases . The storage, throughput and handling contracts contain both lease revenue and non-lease service revenue. In accordance with ASC 840 and 606, fixed consideration is allocated to the lease and service components based on their relative stand-alone selling price. The stand-alone selling price of the lease component is calculated using the average internal rate of return under the operating lease agreements. The stand-alone selling price of the service component is calculated by applying an appropriate margin to the expected costs to operate the facility. The service component contains a single performance obligation that consists of a stand-ready obligation to perform activities as directed by the customer. Revenue is recognized on a straight-line basis over time as the customer receives and consumes benefits. Fixed consideration, consisting of the monthly storage and handling fees, is billed a month prior to the performance of services and is due by the first day of the month of service. Payments received in advance of the month of service are recorded as unearned revenue (contract liability) until the service is performed. Asphalt storage, throughput and handling contracts also contain variable consideration in the form of reimbursements of utility, fuel and power expenses and throughput fees. Utility, fuel and power reimbursements are allocated entirely to the service component of the contracts. Utility, fuel and power reimbursements relate directly to the distinct monthly service that makes up the overall performance obligation and revenue is recognized in the period in which the service takes place. Variable consideration related to reimbursements of utility, fuel and power expenses is billed in the month subsequent to the period of service, and payment is due within 30 days of billing. Throughput fees are allocated to both the lease and service component of the contracts using the allocation percentages from contract inception. Total throughput fees are estimated at contract inception and updated at the beginning of each reporting period based on historical trends, current year throughput activities at the facilities, and analysis with customers regarding expectations for the current year. This consideration can be constrained when there is a lack of historical data or other uncertainties exist regarding expected throughput volumes. The service component of throughput fees is recognized on a straight-line basis over time as the customer receives and consumes benefits. In accordance with ASC 840, the lease component of variable throughput fees is recognized in the period when the changes in facts and circumstances on which the variable payment is based occur. Fees related to actual throughput are billed in the month subsequent to the period of movement, which can result in the recognition of un-billed accounts receivable (contract assets) when there is a variance in the straight-line revenue recognition and actual throughput fees billed. Payment on variable throughput consideration is due within 30 days of billing. Changes in estimated throughput fees affect the total transaction price and will be recorded as an adjustment to revenue in the period in which the change is identified. There was no adjustment related to changes in estimated throughput fees for the three months ended March 31, 2018 . Certain asphalt storage, throughput and handling contracts contain provisions for reimbursement of specified major maintenance costs above a specified threshold over the life of the contract. Reimbursements of specified major maintenance costs are allocated to both the lease and service component of the contracts using the allocation percentages from contract inception. Reimbursements of specified major maintenance costs are reviewed and paid quarterly, which may result in overpayments that must be paid back to the customer in future years. As such, the service component of this consideration is constrained and recorded in unearned revenue (contract liability) until facts and circumstances indicate it is probable that the minimum threshold will be met. In the event the minimum threshold is not met, the Partnership will return the reimbursement to the customer. As of March 31, 2018 , the Partnership has performance obligations satisfied over time under asphalt storage, throughput and handling contracts that are wholly or partially unsatisfied. The revenue related to these performance obligations will be recognized as follows (in thousands): Revenue Related to Future Performance Obligations Due by Period (1) Less than 1 year $ 35,270 1-3 years 63,229 4-5 years 48,079 More than 5 years 17,181 Total revenue related to future performance obligations $ 163,759 ____________________ (1) Excluded from the table is revenue that is either constrained or related to performance obligations that are wholly unsatisfied as of March 31, 2018 . Crude oil terminalling services contracts can be either short- or long-term written contracts. The contracts contain a single performance obligation that consists of a series of distinct services provided over time. Customers are billed a month prior to the performance of terminalling services and payment is due by the first day of the month of service. Payments received in advance of the month of service are recorded as unearned revenue (contract liability) until the service is performed. These contracts also contain provisions under which customers are invoiced for product throughput in the month following the month in which the service is provided. Payment on product throughput is due within 30 days . The Partnership has elected to use the right-to-invoice expedient on crude oil terminalling services contracts as the right to consideration corresponds directly with the value to the customer of performance completed to date. There are primarily two types of contracts in the crude oil pipeline segment: (i) monthly transportation contracts and (ii) product sales contracts. Under crude oil pipeline services monthly transportation contracts, customers submit nominations for transportation monthly and a contract is created upon the Partnership’s acceptance of the nomination under our published tariffs. Crude oil pipeline services contracts have a single performance obligation to perform the transportation service. The transportation service is provided to the customer in the same month in which the customer makes the related nomination. Revenue is recorded in the month of service and invoiced in the following month. Payment is due within 30 days . The Partnership has elected to use the right-to-invoice expedient on crude oil pipeline services contracts as the right to consideration corresponds directly with the value to the customer of performance completed to date. The Partnership also purchases crude oil and resells to third parties under written product sales contracts. Product sales contracts have a single performance obligation, and revenue is recognized at the point in time that control is transferred to the customer. Control is considered transferred to the customer on the day of the sale. Revenue is recorded in the month of service and invoiced in the following month. Payment is due within 30 days . The Partnership has elected to use the right-to-invoice expedient on product sales contracts as the right to consideration corresponds directly with the value to the customer of performance completed to date. Services in the crude oil trucking and field services segment are provided under master service agreements with customers that include rate sheets. Contracts are initiated when a customer requests service and both parties are committed upon the Partnership’s acceptance of the customer’s request. Crude oil trucking and field services contracts have a single performance obligation to perform the service, which is completed in a day. Revenue is recorded in the month of service and invoiced in the following month. Payment is due within 30 days . The Partnership has elected to use the right-to-invoice expedient on crude oil trucking and field services revenues as the right to consideration corresponds directly with the value to the customer of performance completed to date. Disaggregation of Revenue The following table represents a disaggregation of revenue from contracts with customers for each operating segment by revenue type (in thousands): Three Months ended March 31, 2018 Asphalt Terminalling Services Crude Oil Terminalling Services Crude Oil Pipeline Services Crude Oil Trucking and Producer Field Services Total Third-party revenue: Fixed storage and throughput revenue $ 3,549 $ 4,081 $ — $ — $ 7,630 Variable throughput revenue 117 504 — — 621 Variable reimbursement revenue 1,466 — — — 1,466 Crude oil transportation revenue — — 2,061 5,540 7,601 Crude oil product sales revenue — — 3,508 6 3,514 Related-party revenue: Fixed storage and throughput revenue 4,631 — — — 4,631 Variable reimbursement revenue 1,690 — — — 1,690 Total revenue from contracts with customers $ 11,453 $ 4,585 $ 5,569 $ 5,546 $ 27,153 Contract Balances The timing of revenue recognition, billings and cash collections result in billed accounts receivable, un-billed accounts receivable (contract assets) and unearned revenue (contract liabilities) on the unaudited condensed consolidated balance sheet as noted in the contract discussions above. Accounts receivable and un-billed accounts receivable are both reflected in the line items “Accounts receivable” and “Receivables from related parties” on the unaudited condensed consolidated balance sheet. Unearned revenue is included in the line items “Unearned revenue,” “Unearned revenue with related parties,” “Long-term unearned revenue with related parties” and “Other long-term liabilities” on the unaudited condensed consolidated balance sheet. Billed accounts receivable from contracts with customers were $8.5 million and $8.4 million at December 31, 2017 , and March 31, 2018 , respectively. Un-billed accounts receivable from contracts with customers were $0.1 million at March 31, 2018 . There were no un-billed accounts receivable at December 31, 2017 . The Partnership records unearned revenues when cash payments are received in advance of performance. Unearned revenue related to contracts with customers was $3.7 million and $5.5 million at December 31, 2017 , and March 31, 2018 , respectively. The increase in the unearned revenue balance for the three months ended March 31, 2018 , is driven by $3.3 million in cash payments received in advance of satisfying performance obligations, partially offset by $1.5 million of revenues recognized that were included in the unearned revenue balance at the beginning of the period. Practical Expedients and Exemptions The Partnership does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Partnership has the right to invoice for services performed. The Partnership is using the right-to-invoice practical expedient on all contracts with customers in its crude oil terminalling services, crude oil pipeline services, and crude oil trucking and producer field services segments. |
RESTRUCTURING CHARGES RESTRUCTU
RESTRUCTURING CHARGES RESTRUCTURING CHARGES | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURING CHARGES During the fourth quarter of 2015, the Partnership recognized certain restructuring charges in its crude oil trucking and producer field services segment pursuant to an approved plan to exit the trucking market in West Texas. Changes in the accrued amounts pertaining to the restructuring charges are summarized as follows (in thousands): Three Months ended 2017 2018 Beginning balance $ 474 $ 286 Cash payments 46 49 Ending balance $ 428 $ 237 The remaining accrued amounts relate to lease payments that will be paid over the remaining lease terms, which extend through July 2019. |
EQUITY METHOD INVESTMENT EQUITY
EQUITY METHOD INVESTMENT EQUITY METHOD INVESTMENT | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | EQUITY METHOD INVESTMENT On April 3, 2017, Advantage Pipeline was acquired by a joint venture formed by affiliates of Plains All American Pipeline, L.P. and Noble Midstream Partners LP. The Partnership received cash proceeds at closing from the sale of its approximate 30% equity ownership interest in Advantage Pipeline of approximately $25.3 million and recorded a gain on the sale of the investment of $4.2 million . Approximately 10% of the gross sale proceeds were held in escrow, subject to certain post-closing settlement terms and conditions. The Partnership received approximately $1.1 million of the funds held in escrow in August 2017, and approximately $2.2 million for its pro rata portion of the remaining net escrow proceeds in January 2018. The Partnership’s proceeds were used to prepay revolving debt (without a commitment reduction). The operating and administrative services agreement to which the Partnership and Advantage Pipeline were parties and under which the Partnership operated the 70-mile, 16-inch Advantage crude oil pipeline, located in the southern Delaware Basin in Texas, was terminated at closing. The Partnership and the Plains/Noble joint venture entered into a short-term transition services agreement under which the Partnership provided certain services through August 1, 2017. Summarized financial information for Advantage Pipeline is set forth in the tables below for the periods indicated in which the Partnership held the investment in Advantage Pipeline (in thousands): As of March 31, 2017 Balance Sheet Current assets $ 1,420 Noncurrent assets 87,811 Total assets 89,231 Current liabilities 1,073 Long-term liabilities 19,067 Member’s equity 69,091 Total liabilities and member’s equity $ 89,231 Three Months ended March 31, 2017 Income Statement Operating revenues $ 3,150 Operating expenses $ 465 Net income $ 187 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Estimated Useful Lives (Years) December 31, 2017 March 31, (dollars in thousands) Land N/A $ 24,776 $ 27,079 Land improvements 10-20 6,787 7,794 Pipelines and facilities 5-30 166,004 165,923 Storage and terminal facilities 10-35 370,056 377,975 Transportation equipment 3-10 3,293 759 Office property and equipment and other 3-20 32,011 32,255 Pipeline linefill and tank bottoms N/A 3,233 3,619 Construction-in-progress N/A 6,500 8,232 Property, plant and equipment, gross 612,660 623,636 Accumulated depreciation (316,591 ) (319,220 ) Property, plant and equipment, net $ 296,069 $ 304,416 Depreciation expense for the three months ended March 31, 2017 and 2018 , was $7.7 million and $7.0 million , respectively. In March 2018, the Partnership acquired an asphalt terminalling facility in Oklahoma from a third party for approximately $22.0 million , consisting of property, plant and equipment of $11.5 million , intangible assets of $7.6 million and goodwill of $2.9 million . On April 18, 2017, the Partnership sold its East Texas pipeline system, which was included in assets held for sale as of March 31, 2017. The Partnership received cash proceeds at closing of approximately $4.8 million and recorded a gain of less than $0.1 million . The Partnership used the proceeds received at closing to prepay revolving debt (without a commitment reduction). |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT On May 11, 2017, the Partnership entered into an amended and restated credit agreement that consists of a $450.0 million revolving loan facility. As of May 3, 2018 , approximately $328.6 million of revolver borrowings and $1.5 million of letters of credit were outstanding under the credit agreement, leaving the Partnership with approximately $119.9 million available capacity for additional revolver borrowings and letters of credit under the credit agreement, although the Partnership’s ability to borrow such funds may be limited by the financial covenants in the credit agreement. The proceeds of loans made under the credit agreement may be used for working capital and other general corporate purposes of the Partnership. The credit agreement is guaranteed by all of the Partnership’s existing subsidiaries. Obligations under the credit agreement are secured by first priority liens on substantially all of the Partnership’s assets and those of the guarantors. The credit agreement includes procedures for additional financial institutions to become revolving lenders, or for any existing lender to increase its revolving commitment thereunder, subject to an aggregate maximum of $600.0 million for all revolving loan commitments under the credit agreement. The credit agreement will mature on May 11, 2022 , and all amounts outstanding under the credit agreement will become due and payable on such date. The credit agreement requires mandatory prepayments of amounts outstanding thereunder with the net proceeds of certain asset sales, property or casualty insurance claims and condemnation proceedings, unless the Partnership reinvests such proceeds in accordance with the credit agreement, but these mandatory prepayments will not require any reduction of the lenders’ commitments under the credit agreement. Borrowings under the credit agreement bear interest, at the Partnership’s option, at either the reserve-adjusted eurodollar rate (as defined in the credit agreement) plus an applicable margin that ranges from 2.0% to 3.0% or the alternate base rate (the highest of the agent bank’s prime rate, the federal funds effective rate plus 0.5% , and the 30-day eurodollar rate plus 1.0% ) plus an applicable margin that ranges from 1.0% to 2.0% . The Partnership pays a per annum fee on all letters of credit issued under the credit agreement, which fee equals the applicable margin for loans accruing interest based on the eurodollar rate, and the Partnership pays a commitment fee ranging from 0.375% to 0.5% on the unused commitments under the credit agreement. The applicable margins for the Partnership’s interest rate, the letter of credit fee and the commitment fee vary quarterly based on the Partnership’s consolidated total leverage ratio (as defined in the credit agreement, being generally computed as the ratio of consolidated total debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges). The credit agreement includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. Prior to the date on which the Partnership issues qualified senior notes in an aggregate principal amount (when combined with all other qualified senior notes previously or concurrently issued) that equals or exceeds $200.0 million , the maximum permitted consolidated total leverage ratio is 4.75 to 1.00; provided that the maximum permitted consolidated total leverage ratio will be 5.25 to 1.00 for certain quarters based on the occurrence of a specified acquisition (as defined in the credit agreement, but generally being an acquisition for which the aggregate consideration is $15.0 million or more). The acquisition of the asphalt terminalling facility in March 2018 qualified as a specified acquisition. From and after the date on which the Partnership issues qualified senior notes in an aggregate principal amount (when combined with all other qualified senior notes previously or concurrently issued) that equals or exceeds $200.0 million , the maximum permitted consolidated total leverage ratio is 5.00 to 1.00; provided that from and after the fiscal quarter ending immediately preceding the fiscal quarter in which a specified acquisition occurs to and including the last day of the second full fiscal quarter following the fiscal quarter in which such acquisition occurred, the maximum permitted consolidated total leverage ratio will be 5.50 to 1.00. The maximum permitted consolidated senior secured leverage ratio (as defined in the credit agreement, but generally computed as the ratio of consolidated total secured debt to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) is 3.50 to 1.00, but this covenant is only tested from and after the date on which the Partnership issues qualified senior notes in an aggregate principal amount (when combined with all other qualified senior notes previously or concurrently issued) that equals or exceeds $200.0 million . The minimum permitted consolidated interest coverage ratio (as defined in the credit agreement, but generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest expense) is 2.50 to 1.00. In addition, the credit agreement contains various covenants that, among other restrictions, limit the Partnership’s ability to: • create, issue, incur or assume indebtedness; • create, incur or assume liens; • engage in mergers or acquisitions; • sell, transfer, assign or convey assets; • repurchase the Partnership’s equity, make distributions to unitholders and make certain other restricted payments; • make investments; • modify the terms of certain indebtedness, or prepay certain indebtedness; • engage in transactions with affiliates; • enter into certain hedging contracts; • enter into certain burdensome agreements; • change the nature of the Partnership’s business; and • make certain amendments to the Partnership’s partnership agreement. At March 31, 2018 , the Partnership’s consolidated total leverage ratio was 4.90 to 1.00 and the consolidated interest coverage ratio was 4.80 to 1.00. The Partnership was in compliance with all covenants of its credit agreement as of March 31, 2018 . The credit agreement permits the Partnership to make quarterly distributions of available cash (as defined in the Partnership’s partnership agreement) to unitholders so long as no default or event of default exists under the credit agreement on a pro forma basis after giving effect to such distribution. The Partnership is currently allowed to make distributions to its unitholders in accordance with this covenant; however, the Partnership will only make distributions to the extent it has sufficient cash from operations after establishment of cash reserves as determined by the Board of Directors (the “Board”) of Blueknight Energy Partners G.P., L.L.C (the “general partner”) in accordance with the Partnership’s cash distribution policy, including the establishment of any reserves for the proper conduct of the Partnership’s business. See Note 9 for additional information regarding distributions. In addition to other customary events of default, the credit agreement includes an event of default if: (i) the general partner ceases to own 100% of the Partnership’s general partner interest or ceases to control the Partnership; (ii) Ergon, Inc. (“Ergon”) ceases to own and control 50% or more of the membership interests of the general partner; or (iii) during any period of 12 consecutive months, a majority of the members of the Board of the general partner ceases to be composed of individuals: (A) who were members of the Board on the first day of such period; (B) whose election or nomination to the Board was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of the Board; or (C) whose election or nomination to the Board was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of the Board, provided that any changes to the composition of individuals serving as members of the Board approved by Ergon will not cause an event of default. If an event of default relating to bankruptcy or other insolvency events occurs with respect to the general partner or the Partnership, all indebtedness under the credit agreement will immediately become due and payable. If any other event of default exists under the credit agreement, the lenders may accelerate the maturity of the obligations outstanding under the credit agreement and exercise other rights and remedies. In addition, if any event of default exists under the credit agreement, the lenders may commence foreclosure or other actions against the collateral. If any default occurs under the credit agreement, or if the Partnership is unable to make any of the representations and warranties in the credit agreement, the Partnership will be unable to borrow funds or to have letters of credit issued under the credit agreement. Upon the execution of the amended and restated credit agreement, the Partnership expensed $0.7 million of debt issuance costs related to the prior revolving loan facility, leaving a remaining balance of $0.9 million ascribed to those lenders with commitments under both the prior and the amended and restated credit agreement. The Partnership capitalized less than $0.1 million of debt issuance costs during the three months ended March 31, 2017 . The Partnership capitalized no debt issuance costs during the three months ended March 31, 2018 . Debt issuance costs are being amortized over the term of the credit agreement. Interest expense related to debt issuance cost amortization for each of the three months ended March 31, 2017 and 2018 , was $0.3 million . During the three months ended March 31, 2017 and 2018 , the weighted average interest rate under the Partnership’s credit agreement was 4.11% and 4.96% , respectively, resulting in interest expense of approximately $3.3 million and $3.9 million , respectively. During each of the three months ended March 31, 2017 and 2018 , the Partnership capitalized interest of less than $0.1 million . The Partnership is exposed to market risk for changes in interest rates related to its credit agreement. Interest rate swap agreements are used to manage a portion of the exposure related to changing interest rates by converting floating-rate debt to fixed-rate debt. As of December 31, 2017 , and March 31, 2018 , the Partnership had interest rate swap agreements with notional amounts totaling $200.0 million to hedge the variability of its LIBOR-based interest payments, with half maturing on June 28, 2018, and the other half maturing on January 28, 2019. During the three months ended March 31, 2017 and 2018 , the Partnership recorded swap interest expense of $0.5 million and $0.1 million , respectively. The interest rate swaps do not receive hedge accounting treatment under ASC 815 - Derivatives and Hedging . The following provides information regarding the Partnership’s assets and liabilities related to its interest rate swap agreements as of the periods indicated (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location Fair Value of Derivatives December 31, 2017 March 31, 2018 Interest rate swap assets - current Other current assets $ 68 $ 197 Interest rate swap liabilities - noncurrent Long-term interest rate swap liabilities $ 225 $ — Changes in the fair value of the interest rate swaps are reflected in the unaudited condensed consolidated statements of operations as follows (in thousands): Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Net Income on Derivatives Amount of Gain (Loss) Recognized in Net Income on Derivatives Three Months ended 2017 2018 Interest rate swaps Interest expense, net of capitalized interest $ 752 $ 354 As discussed above, the Partnership has an obligation to maintain certain financial ratios in accordance with its covenants under the credit agreement. Specifically, the Partnership is required to maintain a total leverage ratio of not greater than 5.25 to 1.00 and an interest coverage ratio of not less than 2.50 to 1.00, each as of the last day of any fiscal quarter. As of March 31, 2018, the Partnership is in compliance with all terms of the credit agreement, with a total leverage ratio of 4.90 to 1.00 and an interest coverage ratio of 4.80 to 1.00. However, with the current weakness in crude oil storage rates, the Partnership’s management believes that it is possible that the Partnership may fall out of compliance with these financial covenants as early as the third quarter of 2018. Failure to remain in compliance with the financial covenants could constrain the Partnership’s operating flexibility, its ability to fund its business operations and could cause the amounts outstanding under the credit agreement, which was $334.6 million as of March 31, 2018 , to become immediately due and payable. In light of this, the Partnership is considering options to enhance its financial flexibility and fund its operations, including a potential sale of assets, a reduction in the distribution rate that would be paid to the Partnership’s common unitholders, and/or the need to amend the financial covenants under the credit agreement. Any amendment of the credit agreement may increase the cost of credit provided under the credit agreement and related expenses, which may adversely impact the Partnership’s profitability. |
NET INCOME PER LIMITED PARTNER
NET INCOME PER LIMITED PARTNER UNIT | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME PER LIMITED PARTNER UNIT | NET INCOME PER LIMITED PARTNER UNIT For purposes of calculating earnings per unit, the excess of distributions over earnings or excess of earnings over distributions for each period are allocated to the Partnership’s general partner based on the general partner’s ownership interest at the time. The following sets forth the computation of basic and diluted net income per common unit (in thousands, except per unit data): Three Months ended 2017 2018 Net income $ 3,542 $ 4,442 General partner interest in net income 209 231 Preferred interest in net income 6,279 6,278 Net loss available to limited partners $ (2,946 ) $ (2,067 ) Basic and diluted weighted average number of units: Common units 38,146 40,289 Restricted and phantom units 688 833 Total units 38,834 41,122 Basic and diluted net loss per common unit $ (0.08 ) $ (0.05 ) |
PARTNERS' CAPITAL AND DISTRIBUT
PARTNERS' CAPITAL AND DISTRIBUTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Partners' Capital Account, Distributions [Abstract] | |
PARTNERS' CAPITAL AND DISTRIBUTIONS | PARTNERS’ CAPITAL AND DISTRIBUTIONS On December 1, 2017, the Partnership issued 1,898,380 common units to Ergon in a private placement valued at $10.2 million in exchange for an asphalt terminalling facility in Bainbridge, Georgia. On April 23, 2018 , the Board approved a distribution of $0.17875 per outstanding Preferred Unit for the three months ended March 31, 2018 . The Partnership will pay this distribution on May 15, 2018 , to unitholders of record as of May 4, 2018 . The total distribution will be approximately $6.4 million , with approximately $6.3 million and $0.1 million paid to the Partnership’s preferred unitholders and general partner, respectively. In addition, on April 23, 2018 , the Board approved a cash distribution of $0.1450 per outstanding common unit for the three months ended March 31, 2018 . The Partnership will pay this distribution on May 15, 2018 , to unitholders of record on May 4, 2018 . The total distribution will be approximately $6.3 million , with approximately $5.8 million and $0.3 million to be paid to the Partnership’s common unitholders and general partner, respectively, and $0.2 million to be paid to holders of phantom and restricted units pursuant to awards granted under the Partnership’s Long-Term Incentive Plan. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS The Partnership leases asphalt facilities to Ergon and provides asphalt terminalling services to Ergon. For the three months ended March 31, 2017 and 2018 , the Partnership recognized related-party revenues of $13.3 million and $14.0 million , respectively, for services provided to Ergon. As of December 31, 2017 , and March 31, 2018 , the Partnership had receivables from Ergon of $3.1 million and $2.1 million , respectively, net of allowance for doubtful accounts. As of December 31, 2017 , and March 31, 2018 , the Partnership had unearned revenues from Ergon of $1.6 million and $5.3 million , respectively. The Partnership provided operating and administrative services to Advantage Pipeline. On April 3, 2017, the Partnership sold its investment in Advantage Pipeline. See Note 5 for additional information. For the three months ended March 31, 2017 , the Partnership earned revenues of $0.3 million for services provided to Advantage Pipeline. |
LONG-TERM INCENTIVE PLAN
LONG-TERM INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
LONG-TERM INCENTIVE PLAN | LONG-TERM INCENTIVE PLAN In July 2007, the general partner adopted the Long-Term Incentive Plan (the “LTIP”), which is administered by the compensation committee of the Board. Effective April 29, 2014, the Partnership’s unitholders approved an amendment to the LTIP to increase the number of common units reserved for issuance under the incentive plan to 4,100,000 common units, subject to adjustments for certain events. Although other types of awards are contemplated under the LTIP, currently outstanding awards include “phantom” units, which convey the right to receive common units upon vesting, and “restricted” units, which are grants of common units restricted until the time of vesting. The phantom unit awards also include distribution equivalent rights (“DERs”). Subject to applicable earning criteria, a DER entitles the grantee to a cash payment equal to the cash distribution paid on an outstanding common unit prior to the vesting date of the underlying award. Recipients of restricted and phantom units are entitled to receive cash distributions paid on common units during the vesting period which are reflected initially as a reduction of partners’ capital. Distributions paid on units which ultimately do not vest are reclassified as compensation expense. Awards granted to date are equity awards and, accordingly, the fair value of the awards as of the grant date is expensed over the vesting period. In connection with each anniversary of joining the Board, restricted common units are granted to the independent directors. The units vest in one-third increments over three years. The following table includes information on outstanding grants made to the directors under the LTIP: Grant Date Number of Units Weighted Average Grant Date Fair Value (1) Grant Date Total Fair Value (in thousands) December 2016 10,950 $ 6.85 $ 75 December 2017 15,306 $ 4.85 $ 74 _________________ (1) Fair value is the closing market price on the grant date of the awards. In addition, the independent directors received common unit grants that have no vesting requirement as part of their compensation. The following table includes information on grants made to the directors under the LTIP that have no vesting requirement: Grant Date Number of Units Weighted Average Grant Date Fair Value (1) Grant Date Total Fair Value (in thousands) December 2016 10,220 $ 6.85 $ 70 December 2017 14,286 $ 4.85 $ 69 _________________ (1) Fair value is the closing market price on the grant date of the awards. The Partnership also grants phantom units to employees. These grants are equity awards under ASC 718 – Stock Compensation , and, accordingly, the fair value of the awards as of the grant date is expensed over the vesting period. The following table includes information on the outstanding grants: Grant Date Number of Units Weighted Average Grant Date Fair Value (1) Grant Date Total Fair Value (in thousands) March 2016 416,131 $ 4.77 $ 1,985 October 2016 9,960 $ 5.85 $ 58 March 2017 323,339 $ 7.15 $ 2,312 March 2018 457,984 $ 4.77 $ 2,185 _________________ (1) Fair value is the closing market price on the grant date of the awards. The unrecognized estimated compensation cost of outstanding phantom and restricted units at March 31, 2018 was $3.7 million , which will be expensed over the remaining vesting period. The Partnership’s equity-based incentive compensation expense for each of the three months ended March 31, 2017 and 2018 was $0.5 million . Activity pertaining to phantom and restricted common unit awards granted under the LTIP is as follows: Number of Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 923,551 $ 6.29 Granted 457,984 4.77 Vested 234,012 7.49 Forfeited 10,865 5.39 Nonvested at March 31, 2018 1,136,658 $ 5.88 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLANS Under the Partnership’s 401(k) Plan, which was instituted in 2009 , employees who meet specified service requirements may contribute a percentage of their total compensation, up to a specified maximum, to the 401(k) Plan. The Partnership may match each employee’s contribution, up to a specified maximum, in full or on a partial basis. The Partnership recognized expense of $0.3 million for each of the three months ended March 31, 2017 and 2018 , for discretionary contributions under the 401(k) Plan. The Partnership may also make annual lump-sum contributions to the 401(k) Plan irrespective of the employee’s contribution match. The Partnership may make a discretionary annual contribution in the form of profit sharing calculated as a percentage of an employee’s eligible compensation. This contribution is retirement income under the qualified 401(k) Plan. Annual profit sharing contributions to the 401(k) Plan are submitted to and approved by the Board. The Partnership recognized expense of $0.2 million and $0.1 million for the three months ended March 31, 2017 and 2018 , respectively, for discretionary profit sharing contributions under the 401(k) Plan. Under the Partnership’s Employee Unit Purchase Plan (the “Unit Purchase Plan”), which was instituted in January 2015, employees have the opportunity to acquire or increase their ownership of common units representing limited partner interests in the Partnership. Eligible employees who enroll in the Unit Purchase Plan may elect to have a designated whole percentage, up to a specified maximum, of their eligible compensation for each pay period withheld for the purchase of common units at a discount to the then current market value. A maximum of 1,000,000 common units may be delivered under the Unit Purchase Plan, subject to adjustment for a recapitalization, split, reorganization, or similar event pursuant to the terms of the Unit Purchase Plan. The Partnership recognized compensation expense of less than $0.1 million for each of the three months ended March 31, 2017 and 2018 , in connection with the Unit Purchase Plan. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Partnership uses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost) to value assets and liabilities required to be measured at fair value, as appropriate. The Partnership uses an exit price when determining the fair value. The exit price represents amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Partnership utilizes a three-tier fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1 Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices that are observable for these assets or liabilities, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs in which there is little market data, which requires the reporting entity to develop its own assumptions. This hierarchy requires the use of observable market data, when available, to minimize the use of unobservable inputs when determining fair value. In periods in which they occur, the Partnership recognizes transfers into and out of Level 3 as of the end of the reporting period. There were no transfers during the three months ended March 31, 2018 . Transfers out of Level 3 represent existing assets and liabilities that were classified previously as Level 3 for which the observable inputs became a more significant portion of the fair value estimates. Determining the appropriate classification of the Partnership’s fair value measurements within the fair value hierarchy requires management’s judgment regarding the degree to which market data is observable or corroborated by observable market data. The Partnership’s recurring financial assets and liabilities subject to fair value measurements and the necessary disclosures are as follows (in thousands): Fair Value Measurements as of December 31, 2017 Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate swap assets $ 68 $ — $ 68 $ — Total swap assets $ 68 $ — $ 68 $ — Liabilities: Interest rate swap liabilities $ 225 $ — $ 225 $ — Total swap liabilities $ 225 $ — $ 225 $ — Fair Value Measurements as of March 31, 2018 Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate swap assets $ 197 $ — $ 197 $ — Total swap assets $ 197 $ — $ 197 $ — Fair Value of Other Financial Instruments The following disclosure of the estimated fair value of financial instruments is made in accordance with accounting guidance for financial instruments. The Partnership has determined the estimated fair values by using available market information and valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. At March 31, 2018 , the carrying values on the unaudited condensed consolidated balance sheets for cash and cash equivalents (classified as Level 1), accounts receivable, and accounts payable approximate their fair value because of their short-term nature. Based on the borrowing rates currently available to the Partnership for credit agreement debt with similar terms and maturities and consideration of the Partnership’s non-performance risk, long-term debt associated with the Partnership’s credit agreement at March 31, 2018 , approximates its fair value. The fair value of the Partnership’s long-term debt was calculated using observable inputs (LIBOR for the risk-free component) and unobservable company-specific credit spread information. As such, the Partnership considers this debt to be Level 3. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | OPERATING SEGMENTS The Partnership’s operations consist of four operating segments: (i) asphalt terminalling services, (ii) crude oil terminalling services, (iii) crude oil pipeline services and (iv) crude oil trucking and producer field services. ASPHALT TERMINALLING SERVICES —The Partnership provides asphalt product and residual fuel terminalling, storage and blending services at its 56 terminalling and storage facilities located in 26 states. CRUDE OIL TERMINALLING SERVICES —The Partnership provides crude oil terminalling services at its terminalling facility located in Oklahoma. CRUDE OIL PIPELINE SERVICES —The Partnership owns and operates pipeline systems that gather crude oil purchased by its customers and transports it to refiners, to common carrier pipelines for ultimate delivery to refiners or to terminalling facilities owned by the Partnership and others. The Partnership refers to its pipeline system located in Oklahoma and the Texas Panhandle as the Mid-Continent pipeline system. The Partnership previously owed and operated the East Texas pipeline system, which was located in Texas. On April 17, 2017, the Partnership sold the East Texas pipeline system. See Note 6 for additional information. Crude oil product sales revenues consist of sales proceeds recognized for the sale of crude oil to third-party customers. CRUDE OIL TRUCKING AND PRODUCER FIELD SERVICES — The Partnership uses its owned and leased tanker trucks to gather crude oil for its customers at remote wellhead locations generally not covered by pipeline and gathering systems and to transport the crude oil to aggregation points and storage facilities located along pipeline gathering and transportation systems. Crude oil producer field services consist of a number of producer field services, ranging from gathering condensates from natural gas companies to hauling produced water to disposal wells. On April 24, 2018, the Partnership sold the producer field services business. See Note 18 for additional information. The Partnership’s management evaluates performance based upon operating margin, excluding amortization and depreciation, which includes revenues from related parties and external customers and operating expense, excluding depreciation and amortization. The non-GAAP measure of operating margin, excluding depreciation and amortization (in the aggregate and by segment) is presented in the following table. The Partnership computes the components of operating margin, excluding depreciation and amortization by using amounts that are determined in accordance with GAAP. The Partnership accounts for intersegment product sales as if the sales were to third parties, that is, at current market prices. A reconciliation of operating margin, excluding depreciation and amortization to income before income taxes, which is its nearest comparable GAAP financial measure, is included in the following table. The Partnership believes that investors benefit from having access to the same financial measures being utilized by management. Operating margin, excluding depreciation and amortization is an important measure of the economic performance of the Partnership’s core operations. This measure forms the basis of the Partnership’s internal financial reporting and is used by its management in deciding how to allocate capital resources among segments. Income before income taxes, alternatively, includes expense items, such as depreciation and amortization, general and administrative expenses and interest expense, which management does not consider when evaluating the core profitability of the Partnership’s operations. The following table reflects certain financial data for each segment for the periods indicated (in thousands): Three Months ended 2017 2018 Asphalt Terminalling Services Service revenue: Third-party revenue $ 13,223 $ 5,132 Related-party revenue 13,332 6,321 Lease revenue: Third-party revenue — 9,458 Related-party revenue — 7,702 Total revenue for reportable segment 26,555 28,613 Operating expense, excluding depreciation and amortization 12,319 13,333 Operating margin, excluding depreciation and amortization $ 14,236 $ 15,280 Total assets (end of period) $ 145,815 $ 170,473 Crude Oil Terminalling Services Service revenue: Third-party revenue $ 6,125 $ 4,585 Lease revenue: Third-party revenue — 15 Total revenue for reportable segment 6,125 4,600 Operating expense, excluding depreciation and amortization 1,011 1,275 Operating margin, excluding depreciation and amortization $ 5,114 $ 3,325 Total assets (end of period) $ 70,518 $ 68,160 Three Months ended 2017 2018 Crude Oil Pipeline Services Service revenue: Third-party revenue $ 2,605 $ 2,061 Related-party revenue 310 — Lease revenue: Third-party revenue — 235 Product sales revenue: Third-party revenue 3,650 3,508 Total revenue for reportable segment 6,565 5,804 Operating expense, excluding depreciation and amortization 3,242 2,785 Operating expense (intersegment) 170 442 Cost of product sales 3,139 2,637 Operating margin, excluding depreciation and amortization $ 14 $ (60 ) Total assets (end of period) $ 145,351 $ 116,845 Crude Oil Trucking and Producer Field Services Service revenue: Third-party revenue $ 6,710 $ 5,540 Intersegment revenue 170 442 Lease revenue: Third-party revenue — 97 Product sales revenue: Third-party revenue 385 6 Total revenue for reportable segment 7,265 6,085 Operating expense, excluding depreciation and amortization 7,268 6,375 Operating margin, excluding depreciation and amortization $ (3 ) $ (290 ) Total assets (end of period) $ 12,383 $ 6,113 Total operating margin, excluding depreciation and amortization (1) $ 19,361 $ 18,255 Total segment revenues $ 46,510 $ 45,102 Elimination of intersegment revenues (170 ) (442 ) Consolidated revenues $ 46,340 $ 44,660 ____________________ (1) The following table reconciles segment operating margin (excluding depreciation and amortization) to income before income taxes (in thousands): Three Months ended 2017 2018 Operating margin, excluding depreciation and amortization $ 19,361 $ 18,255 Depreciation and amortization (8,066 ) (7,367 ) General and administrative expense (4,585 ) (4,221 ) Asset impairment expense (28 ) (616 ) Loss on sale of assets (125 ) (236 ) Interest expense (3,030 ) (3,569 ) Gain on sale of unconsolidated affiliate — 2,225 Equity earnings in unconsolidated affiliate 61 — Income before income taxes $ 3,588 $ 4,471 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Partnership is from time to time subject to various legal actions and claims incidental to its business. Management believes that these legal proceedings will not have a material adverse effect on the financial position, results of operations or cash flows of the Partnership. Once management determines that information pertaining to a legal proceeding indicates that it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated, an accrual is established equal to its estimate of the likely exposure. The Partnership has contractual obligations to perform dismantlement and removal activities in the event that some of its asphalt product and residual fuel oil terminalling and storage assets are abandoned. These obligations include varying levels of activity including completely removing the assets and returning the land to its original state. The Partnership has determined that the settlement dates related to the retirement obligations are indeterminate. The assets with indeterminate settlement dates have been in existence for many years and with regular maintenance will continue to be in service for many years to come. Also, it is not possible to predict when demands for the Partnership’s terminalling and storage services will cease, and the Partnership does not believe that such demand will cease for the foreseeable future. Accordingly, the Partnership believes the date when these assets will be abandoned is indeterminate. With no reasonably determinable abandonment date, the Partnership cannot reasonably estimate the fair value of the associated asset retirement obligations. Management believes that if the Partnership’s asset retirement obligations were settled in the foreseeable future the present value of potential cash flows that would be required to settle the obligations based on current costs are not material. The Partnership will record asset retirement obligations for these assets in the period in which sufficient information becomes available for it to reasonably determine the settlement dates. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES In relation to the Partnership’s taxable subsidiary, the tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts at March 31, 2018 , are presented below (dollars in thousands): Deferred Tax Asset Difference in bases of property, plant and equipment $ 464 Net operating loss carryforwards 5 Deferred tax asset 469 Less: valuation allowance 464 Net deferred tax asset $ 5 The Partnership has considered the taxable income projections in future years, whether the carryforward period is so brief that it would limit realization of tax benefits, whether future revenue and operating cost projections will produce enough taxable income to realize the deferred tax asset based on existing service rates and cost structures, and the Partnership’s earnings history exclusive of the loss that created the future deductible amount for the Partnership’s subsidiary that is taxed as a corporation for purposes of determining the likelihood of realizing the benefits of the deferred tax assets. As a result of the Partnership’s consideration of these factors, the Partnership has provided a valuation allowance against its deferred tax asset related to the difference in bases of property, plant and equipment as of March 31, 2018 . |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | RECENTLY ISSUED ACCOUNTING STANDARDS Except as discussed below and in the 2017 Form 10-K, there have been no new accounting pronouncements that have become effective or have been issued during the three months ended March 31, 2018 , that are of significance or potential significance to the Partnership. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The amendments in this update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Throughout 2015 and 2016, the FASB has issued a series of subsequent updates to the revenue recognition guidance in Topic 606, including ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” and ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments in ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 are effective for public entities for annual reporting periods beginning after December 15, 2017, and for interim periods within that reporting period. The Partnership adopted this update in the three-month period ending March 31, 2018. See Note 3 for disclosures related to the adoption of this standard and the impact on the Partnership’s financial position, results of operations and cash flows. 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 in order 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 adopted this update in the three-month period ending March 31, 2018, and there was no impact on the Partnership’s financial position, results of operations or cash flows. 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 the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. 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 adopted this update in the three-month period ending March 31, 2018, and there was no impact on the Partnership’s financial position, results of operations or cash flows. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory.” This update is intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The amendments in the update eliminate the prohibition of recognizing current and deferred income taxes for an intra-entity asset transfer other than inventory until the asset has been sold to an outside party. 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 adopted this update in the three-month period ending March 31, 2018, and there was no impact on the Partnership’s financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash (a Consensus of the FASB Emerging Issues Task Force).” This update requires that a 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. 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 adopted this update in the three-month period ending March 31, 2018, and there was no impact on the Partnership’s financial position, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. 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 adopted this update in the three-month period ending March 31, 2018, and there was no impact on the Partnership’s financial position, results of operations or cash flows. In February 2017, the FASB issued ASU 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20).” This update clarifies the scope of Subtopic 610-20 and adds guidance for partial sales of nonfinancial assets. Subtopic 610-20, which was issued in May 2014 as a part of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. The amendments in ASU 2017-05 are effective for public entities for annual reporting periods beginning after December 15, 2017, and for interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016. The Partnership adopted this update in the three-month period ending March 31, 2018, and there was no impact on the Partnership’s financial position, results of operations or cash flows. In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This update provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance of Topic 718, Compensation - Stock Compensation, to a change in the terms or conditions of a share-based payment award. 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 adopted this update in the three-month period ending March 31, 2018, and there was no impact on the Partnership’s financial position, results of operations or cash flows. |
SUBSEQUENT EVENTS SUBSEQUENT EV
SUBSEQUENT EVENTS SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Sale of Producer Field Services On April 24, 2018, the Partnership sold its producer field services business for approximately $3.0 million . Included in assets held for sale as of March 31, 2018, were property, plant and equipment of $1.3 million and finite-lived intangible assets of $0.2 million . The Partnership recognized a $0.4 million gain on the sale. |
REVENUE Revenue from Contracts
REVENUE Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | As of March 31, 2018 , the Partnership has performance obligations satisfied over time under asphalt storage, throughput and handling contracts that are wholly or partially unsatisfied. The revenue related to these performance obligations will be recognized as follows (in thousands): Revenue Related to Future Performance Obligations Due by Period (1) Less than 1 year $ 35,270 1-3 years 63,229 4-5 years 48,079 More than 5 years 17,181 Total revenue related to future performance obligations $ 163,759 ____________________ (1) Excluded from the table is revenue that is either constrained or related to performance obligations that are wholly unsatisfied as of March 31, 2018 . |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue from contracts with customers for each operating segment by revenue type (in thousands): Three Months ended March 31, 2018 Asphalt Terminalling Services Crude Oil Terminalling Services Crude Oil Pipeline Services Crude Oil Trucking and Producer Field Services Total Third-party revenue: Fixed storage and throughput revenue $ 3,549 $ 4,081 $ — $ — $ 7,630 Variable throughput revenue 117 504 — — 621 Variable reimbursement revenue 1,466 — — — 1,466 Crude oil transportation revenue — — 2,061 5,540 7,601 Crude oil product sales revenue — — 3,508 6 3,514 Related-party revenue: Fixed storage and throughput revenue 4,631 — — — 4,631 Variable reimbursement revenue 1,690 — — — 1,690 Total revenue from contracts with customers $ 11,453 $ 4,585 $ 5,569 $ 5,546 $ 27,153 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Crude Oil Trucking and Producer Field Services [Member] | West Texas Trucking Market Exit Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs [Table Text Block] | Changes in the accrued amounts pertaining to the restructuring charges are summarized as follows (in thousands): Three Months ended 2017 2018 Beginning balance $ 474 $ 286 Cash payments 46 49 Ending balance $ 428 $ 237 |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | Summarized financial information for Advantage Pipeline is set forth in the tables below for the periods indicated in which the Partnership held the investment in Advantage Pipeline (in thousands): As of March 31, 2017 Balance Sheet Current assets $ 1,420 Noncurrent assets 87,811 Total assets 89,231 Current liabilities 1,073 Long-term liabilities 19,067 Member’s equity 69,091 Total liabilities and member’s equity $ 89,231 Three Months ended March 31, 2017 Income Statement Operating revenues $ 3,150 Operating expenses $ 465 Net income $ 187 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Estimated Useful Lives (Years) December 31, 2017 March 31, (dollars in thousands) Land N/A $ 24,776 $ 27,079 Land improvements 10-20 6,787 7,794 Pipelines and facilities 5-30 166,004 165,923 Storage and terminal facilities 10-35 370,056 377,975 Transportation equipment 3-10 3,293 759 Office property and equipment and other 3-20 32,011 32,255 Pipeline linefill and tank bottoms N/A 3,233 3,619 Construction-in-progress N/A 6,500 8,232 Property, plant and equipment, gross 612,660 623,636 Accumulated depreciation (316,591 ) (319,220 ) Property, plant and equipment, net $ 296,069 $ 304,416 |
DEBT Fair Values of Derivative
DEBT Fair Values of Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | The following provides information regarding the Partnership’s assets and liabilities related to its interest rate swap agreements as of the periods indicated (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location Fair Value of Derivatives December 31, 2017 March 31, 2018 Interest rate swap assets - current Other current assets $ 68 $ 197 Interest rate swap liabilities - noncurrent Long-term interest rate swap liabilities $ 225 $ — Changes in the fair value of the interest rate swaps are reflected in the unaudited condensed consolidated statements of operations as follows (in thousands): Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Net Income on Derivatives Amount of Gain (Loss) Recognized in Net Income on Derivatives Three Months ended 2017 2018 Interest rate swaps Interest expense, net of capitalized interest $ 752 $ 354 |
NET INCOME PER LIMITED PARTNE32
NET INCOME PER LIMITED PARTNER UNIT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Common and Subordinated Units | The following sets forth the computation of basic and diluted net income per common unit (in thousands, except per unit data): Three Months ended 2017 2018 Net income $ 3,542 $ 4,442 General partner interest in net income 209 231 Preferred interest in net income 6,279 6,278 Net loss available to limited partners $ (2,946 ) $ (2,067 ) Basic and diluted weighted average number of units: Common units 38,146 40,289 Restricted and phantom units 688 833 Total units 38,834 41,122 Basic and diluted net loss per common unit $ (0.08 ) $ (0.05 ) |
LONG-TERM INCENTIVE PLAN (Table
LONG-TERM INCENTIVE PLAN (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangements by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest [Table Text Block] | In connection with each anniversary of joining the Board, restricted common units are granted to the independent directors. The units vest in one-third increments over three years. The following table includes information on outstanding grants made to the directors under the LTIP: Grant Date Number of Units Weighted Average Grant Date Fair Value (1) Grant Date Total Fair Value (in thousands) December 2016 10,950 $ 6.85 $ 75 December 2017 15,306 $ 4.85 $ 74 _________________ (1) Fair value is the closing market price on the grant date of the awards. In addition, the independent directors received common unit grants that have no vesting requirement as part of their compensation. The following table includes information on grants made to the directors under the LTIP that have no vesting requirement: Grant Date Number of Units Weighted Average Grant Date Fair Value (1) Grant Date Total Fair Value (in thousands) December 2016 10,220 $ 6.85 $ 70 December 2017 14,286 $ 4.85 $ 69 _________________ (1) Fair value is the closing market price on the grant date of the awards. |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The Partnership also grants phantom units to employees. These grants are equity awards under ASC 718 – Stock Compensation , and, accordingly, the fair value of the awards as of the grant date is expensed over the vesting period. The following table includes information on the outstanding grants: Grant Date Number of Units Weighted Average Grant Date Fair Value (1) Grant Date Total Fair Value (in thousands) March 2016 416,131 $ 4.77 $ 1,985 October 2016 9,960 $ 5.85 $ 58 March 2017 323,339 $ 7.15 $ 2,312 March 2018 457,984 $ 4.77 $ 2,185 _________________ (1) Fair value is the closing market price on the grant date of the awards. |
Schedule Of Phantom Common Units And Restricted Common Units Activity | Activity pertaining to phantom and restricted common unit awards granted under the LTIP is as follows: Number of Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2017 923,551 $ 6.29 Granted 457,984 4.77 Vested 234,012 7.49 Forfeited 10,865 5.39 Nonvested at March 31, 2018 1,136,658 $ 5.88 |
FAIR VALUE MEASUREMENTS Fair Va
FAIR VALUE MEASUREMENTS Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The Partnership’s recurring financial assets and liabilities subject to fair value measurements and the necessary disclosures are as follows (in thousands): Fair Value Measurements as of December 31, 2017 Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate swap assets $ 68 $ — $ 68 $ — Total swap assets $ 68 $ — $ 68 $ — Liabilities: Interest rate swap liabilities $ 225 $ — $ 225 $ — Total swap liabilities $ 225 $ — $ 225 $ — Fair Value Measurements as of March 31, 2018 Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Interest rate swap assets $ 197 $ — $ 197 $ — Total swap assets $ 197 $ — $ 197 $ — |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table reflects certain financial data for each segment for the periods indicated (in thousands): Three Months ended 2017 2018 Asphalt Terminalling Services Service revenue: Third-party revenue $ 13,223 $ 5,132 Related-party revenue 13,332 6,321 Lease revenue: Third-party revenue — 9,458 Related-party revenue — 7,702 Total revenue for reportable segment 26,555 28,613 Operating expense, excluding depreciation and amortization 12,319 13,333 Operating margin, excluding depreciation and amortization $ 14,236 $ 15,280 Total assets (end of period) $ 145,815 $ 170,473 Crude Oil Terminalling Services Service revenue: Third-party revenue $ 6,125 $ 4,585 Lease revenue: Third-party revenue — 15 Total revenue for reportable segment 6,125 4,600 Operating expense, excluding depreciation and amortization 1,011 1,275 Operating margin, excluding depreciation and amortization $ 5,114 $ 3,325 Total assets (end of period) $ 70,518 $ 68,160 Three Months ended 2017 2018 Crude Oil Pipeline Services Service revenue: Third-party revenue $ 2,605 $ 2,061 Related-party revenue 310 — Lease revenue: Third-party revenue — 235 Product sales revenue: Third-party revenue 3,650 3,508 Total revenue for reportable segment 6,565 5,804 Operating expense, excluding depreciation and amortization 3,242 2,785 Operating expense (intersegment) 170 442 Cost of product sales 3,139 2,637 Operating margin, excluding depreciation and amortization $ 14 $ (60 ) Total assets (end of period) $ 145,351 $ 116,845 Crude Oil Trucking and Producer Field Services Service revenue: Third-party revenue $ 6,710 $ 5,540 Intersegment revenue 170 442 Lease revenue: Third-party revenue — 97 Product sales revenue: Third-party revenue 385 6 Total revenue for reportable segment 7,265 6,085 Operating expense, excluding depreciation and amortization 7,268 6,375 Operating margin, excluding depreciation and amortization $ (3 ) $ (290 ) Total assets (end of period) $ 12,383 $ 6,113 Total operating margin, excluding depreciation and amortization (1) $ 19,361 $ 18,255 Total segment revenues $ 46,510 $ 45,102 Elimination of intersegment revenues (170 ) (442 ) Consolidated revenues $ 46,340 $ 44,660 ____________________ (1) The following table reconciles segment operating margin (excluding depreciation and amortization) to income before income taxes (in thousands): Three Months ended 2017 2018 Operating margin, excluding depreciation and amortization $ 19,361 $ 18,255 Depreciation and amortization (8,066 ) (7,367 ) General and administrative expense (4,585 ) (4,221 ) Asset impairment expense (28 ) (616 ) Loss on sale of assets (125 ) (236 ) Interest expense (3,030 ) (3,569 ) Gain on sale of unconsolidated affiliate — 2,225 Equity earnings in unconsolidated affiliate 61 — Income before income taxes $ 3,588 $ 4,471 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | In relation to the Partnership’s taxable subsidiary, the tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts at March 31, 2018 , are presented below (dollars in thousands): Deferred Tax Asset Difference in bases of property, plant and equipment $ 464 Net operating loss carryforwards 5 Deferred tax asset 469 Less: valuation allowance 464 Net deferred tax asset $ 5 |
ORGANIZATION AND NATURE OF BU37
ORGANIZATION AND NATURE OF BUSINESS (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2018Operating-segmentsStates | |
ORGANIZATION AND NATURE OF BUSINESS [Abstract] | |
Number of states in which entity operates (in states) | States | 27 |
Number of operating segments (in operating segments) | Operating-segments | 4 |
REVENUE Narrative (Details)
REVENUE Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Third-party revenue | $ 17,318,000 | $ 28,663,000 | |
Accounts Receivable, Net, Current | 10,392,000 | $ 7,589,000 | |
Revenue related to future performance obligations | 163,759,000 | ||
Contract with Customer, Performance Obligation Satisfied in Previous Period | 0 | ||
Billed contract accounts receivable | 8,400,000 | 8,500,000 | |
Contract with Customer, Asset, Net, Current | 100,000 | 0 | |
Contract with Customer, Liability, Noncurrent | 5,500,000 | $ 3,700,000 | |
Changes in deferred revenue [Roll Forward] | |||
Deferred revenue, additions | 3,300,000 | ||
Contract with customer, liability, revenue recognized | 1,500,000 | ||
Asphalt Terminalling Services [Member] | |||
Third-party revenue | $ 5,132,000 | 13,223,000 | |
Asphalt Terminalling Services [Member] | Variable Reimbursement Revenue [Member] | |||
Revenue, Performance Obligation, Description of Payment Terms | P30D | ||
Asphalt Terminalling Services [Member] | Variable Throughput Revenue [Member] | |||
Revenue, Performance Obligation, Description of Payment Terms | P30D | ||
Crude Oil Terminalling Services [Member] | Variable Throughput Revenue [Member] | |||
Revenue, Performance Obligation, Description of Payment Terms | P30D | ||
Crude Oil Pipeline Services [Member] | |||
Third-party revenue | $ 2,061,000 | 2,605,000 | |
Crude Oil Pipeline Services [Member] | Crude Oil Transportation Revenue [Member] | |||
Revenue, Performance Obligation, Description of Payment Terms | P30D | ||
Crude Oil Pipeline Services [Member] | Crude Oil Product Sales Revenue [Member] | |||
Revenue, Performance Obligation, Description of Payment Terms | P30D | ||
Crude Oil Trucking and Producer Field Services [Member] | |||
Third-party revenue | $ 5,540,000 | $ 6,710,000 | |
Crude Oil Trucking and Producer Field Services [Member] | Crude Oil Transportation Revenue [Member] | |||
Revenue, Performance Obligation, Description of Payment Terms | P30D | ||
Accounting Standards Update 2014-09 [Member] | |||
Third-party revenue | $ 100,000 | ||
Accounts Receivable, Net, Current | $ 100,000 |
REVENUE Disaggregation of Reven
REVENUE Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | $ 27,153 |
Fixed Storage and Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 7,630 |
Revenue From Contracts With Related Party | 4,631 |
Variable Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 621 |
Variable Reimbursement Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 1,466 |
Revenue From Contracts With Related Party | 1,690 |
Crude Oil Transportation Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 7,601 |
Crude Oil Product Sales Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 3,514 |
Asphalt Terminalling Services [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 11,453 |
Asphalt Terminalling Services [Member] | Fixed Storage and Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 3,549 |
Revenue From Contracts With Related Party | 4,631 |
Asphalt Terminalling Services [Member] | Variable Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 117 |
Asphalt Terminalling Services [Member] | Variable Reimbursement Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 1,466 |
Revenue From Contracts With Related Party | 1,690 |
Asphalt Terminalling Services [Member] | Crude Oil Transportation Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Asphalt Terminalling Services [Member] | Crude Oil Product Sales Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Crude Oil Terminalling Services [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 4,585 |
Crude Oil Terminalling Services [Member] | Fixed Storage and Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 4,081 |
Revenue From Contracts With Related Party | 0 |
Crude Oil Terminalling Services [Member] | Variable Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 504 |
Crude Oil Terminalling Services [Member] | Variable Reimbursement Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Revenue From Contracts With Related Party | 0 |
Crude Oil Terminalling Services [Member] | Crude Oil Transportation Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Crude Oil Terminalling Services [Member] | Crude Oil Product Sales Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Crude Oil Pipeline Services [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 5,569 |
Crude Oil Pipeline Services [Member] | Fixed Storage and Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Revenue From Contracts With Related Party | 0 |
Crude Oil Pipeline Services [Member] | Variable Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Crude Oil Pipeline Services [Member] | Variable Reimbursement Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Revenue From Contracts With Related Party | 0 |
Crude Oil Pipeline Services [Member] | Crude Oil Transportation Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 2,061 |
Crude Oil Pipeline Services [Member] | Crude Oil Product Sales Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 3,508 |
Crude Oil Trucking and Producer Field Services [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 5,546 |
Crude Oil Trucking and Producer Field Services [Member] | Fixed Storage and Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Revenue From Contracts With Related Party | 0 |
Crude Oil Trucking and Producer Field Services [Member] | Variable Throughput Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Crude Oil Trucking and Producer Field Services [Member] | Variable Reimbursement Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 0 |
Revenue From Contracts With Related Party | 0 |
Crude Oil Trucking and Producer Field Services [Member] | Crude Oil Transportation Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | 5,540 |
Crude Oil Trucking and Producer Field Services [Member] | Crude Oil Product Sales Revenue [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue from contracts with customers | $ 6 |
REVENUE Revenue Related to Futu
REVENUE Revenue Related to Future Performance Obligations Due by Period (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue related to future performance obligations | $ 163,759 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue related to future performance obligations | 35,270 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue related to future performance obligations | 63,229 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue related to future performance obligations | 48,079 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue related to future performance obligations | $ 17,181 |
RESTRUCTURING CHARGES (Details)
RESTRUCTURING CHARGES (Details) - West Texas Trucking Market Exit Plan [Member] - Crude Oil Trucking and Producer Field Services [Member] - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | $ 237 | $ 428 | $ 286 | $ 474 |
Cash payments | $ 49 | $ 46 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Apr. 03, 2017 | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale of unconsolidated affiliate | $ 2,225 | $ 0 | |||
Gain on sale of unconsolidated affiliate | $ 2,225 | 0 | |||
Advantage Pipeline, L.L.C. [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 30.00% | ||||
Proceeds from sale of unconsolidated affiliate | $ 2,200 | $ 25,300 | $ 1,100 | ||
Equity Method Investment, Summarized Financial Information, Current Assets | 1,420 | ||||
Equity Method Investment, Summarized Financial Information, Noncurrent Assets | 87,811 | ||||
Equity Method Investment, Summarized Financial Information, Assets | 89,231 | ||||
Equity Method Investment, Summarized Financial Information, Current Liabilities | 1,073 | ||||
Equity Method Investment, Summarized Financial Information, Noncurrent Liabilities | 19,067 | ||||
Equity Method Investment Summarized Financial Information, Equity | 69,091 | ||||
Equity Method Investment, Summarized Financial Information, Liabilities and Equity | 89,231 | ||||
Equity Method Investment, Summarized Financial Information, Revenue | 3,150 | ||||
Equity Method Investment, Summarized Financial Information, Cost of Sales | 465 | ||||
Equity Method Investment, Summarized Financial Information, Net income | $ 187 | ||||
Gain on sale of unconsolidated affiliate | $ 4,200 | ||||
Proceeds from Sale of Equity Method Investment, Percent Held In Escrow | 10.00% |
PROPERTY, PLANT AND EQUIPMENT43
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Apr. 18, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 623,636 | $ 612,660 | ||
Accumulated depreciation | 319,220 | 316,591 | ||
Property, plant and equipment, net | 304,416 | 296,069 | ||
Depreciation | 7,000 | $ 7,700 | ||
Payments to Acquire Businesses, Gross | 21,959 | 0 | ||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 27,079 | 24,776 | ||
Land improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 7,794 | 6,787 | ||
Pipelines and facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 165,923 | 166,004 | ||
Storage and terminal facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 377,975 | 370,056 | ||
Transportation equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 759 | 3,293 | ||
Office property and equipment and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 32,255 | 32,011 | ||
Pipeline linefill and tank bottoms | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 3,619 | 3,233 | ||
Construction-in-progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 8,232 | $ 6,500 | ||
Min | Land improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 10 years | |||
Min | Pipelines and facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 5 years | |||
Min | Storage and terminal facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 10 years | |||
Min | Transportation equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 3 years | |||
Min | Office property and equipment and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 3 years | |||
Max | Land improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 20 years | |||
Max | Pipelines and facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 30 years | |||
Max | Storage and terminal facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 35 years | |||
Max | Transportation equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 10 years | |||
Max | Office property and equipment and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated Useful Lives (Years) | 20 years | |||
Oklahoma [Member] | Asphalt Terminalling Services [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 22,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 11,500 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 7,600 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 2,900 | |||
Texas [Member] | Crude Oil Pipeline Services [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from Sale of Property Held-for-sale | $ 4,800 | |||
Gain (Loss) on Disposition of Assets | $ 100 |
DEBT (Credit Agreements) (Detai
DEBT (Credit Agreements) (Details) | May 11, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | May 03, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Write-off of deferred debt issuance costs | $ 700,000 | ||||
Debt issuance costs, noncurrent, net | $ 4,186,000 | $ 4,442,000 | |||
Debt issuance costs | 0 | $ 7,000 | |||
Amortization of debt issuance costs | 256,000 | 342,000 | |||
Interest expense for long-term debt | 3,900,000 | 3,300,000 | |||
Capitalized interest | 28,000 | $ 2,000 | |||
Long-term Debt, Excluding Current Maturities | $ 334,592,000 | $ 307,592,000 | |||
Blueknight General Partners G. P., L.L.C. [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit agreement change of control provision, General Partner ownership minimum | 100.00% | ||||
Ergon [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit agreement change of control provision, Ergon minimum control percentage | 50.00% | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility amount | $ 450,000,000 | ||||
Maximum borrowing capacity including additional lenders | $ 600,000,000 | ||||
Debt instrument maximum covenant consolidated senior secured leverage ratio | 3.50 | ||||
Consolidated interest coverage (as a ratio), minimum permitted | 2.50 | ||||
Consolidated total leverage (as a ratio), actual | 4.90 | ||||
Consolidated interest coverage (as a ratio), actual | 4.80 | ||||
Debt issuance costs, noncurrent, net | $ 900,000 | ||||
Debt instrument, interest rate during period | 4.96% | 4.11% | |||
Debt issuance costs | $ 0 | $ 7,000 | |||
Revolving Credit Facility [Member] | Min | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee (as a percent) | 0.375% | ||||
Debt instrument covenant, issued qualified senior notes | $ 200,000,000 | ||||
Revolving Credit Facility [Member] | Max | |||||
Debt Instrument [Line Items] | |||||
Unused capacity, commitment fee (as a percent) | 0.50% | ||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolver borrowings | $ 328,600,000 | ||||
Unused borrowing capacity | 119,900,000 | ||||
Revolving Credit Facility [Member] | Federal funds rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 0.50% | ||||
Revolving Credit Facility [Member] | Eurodollar rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.00% | ||||
Revolving Credit Facility [Member] | Applicable margin based on ABR [Member] | Min | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 1.00% | ||||
Revolving Credit Facility [Member] | Applicable margin based on ABR [Member] | Max | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 2.00% | ||||
Revolving Credit Facility [Member] | Applicable margin based on Eurodollar rate [Member] | Min | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 2.00% | ||||
Revolving Credit Facility [Member] | Applicable margin based on Eurodollar rate [Member] | Max | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as a percent) | 3.00% | ||||
Letter of Credit [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 1,500,000 | ||||
Aggregate Principal Below Threshold [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Minimum acquisition costs | $ 15,000,000 | ||||
Debt instrument covenant, issued qualified senior notes | 200,000,000 | ||||
Aggregate Principal Above Threshold [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument covenant, issued qualified senior notes | $ 200,000,000 | ||||
Provision One, Applicable Period One [Member] | Aggregate Principal Below Threshold [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Consolidated total leverage (as a ratio), maximum permitted | 4.75 | ||||
Provision One, Applicable Period Two [Member] | Aggregate Principal Below Threshold [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Consolidated total leverage (as a ratio), maximum permitted | 5.25 | ||||
Provision Two, Applicable Period One [Member] | Aggregate Principal Above Threshold [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Consolidated total leverage (as a ratio), maximum permitted | 5 | ||||
Provision Two, Applicable Period Two [Member] | Aggregate Principal Above Threshold [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Consolidated total leverage (as a ratio), maximum permitted | 5.50 |
DEBT Derivative Instruments (De
DEBT Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate Swaps, Notional Amount | $ 200,000 | ||
Interest Rate Swaps Interest Expense | 100 | $ 500 | |
Unrealized Gain (Loss) on Interest Rate Swaps | 354 | $ 752 | |
Other Current Assets [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate Swap Assets - Current | 197 | $ 68 | |
Other Noncurrent Liabilities [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate Swap Liabilities - Noncurrent | $ 0 | $ 225 |
NET INCOME PER LIMITED PARTNE46
NET INCOME PER LIMITED PARTNER UNIT (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net income | $ 4,442 | $ 3,542 |
General partner interest in net income | 231 | 209 |
Preferred interest in net income | 6,278 | 6,279 |
Net loss available to limited partners | $ (2,067) | $ (2,946) |
Basic and diluted weighted average number of units: | ||
Common units | 40,289 | 38,146 |
Restricted and phantom units | 833 | 688 |
Total units | 41,122 | 38,834 |
Basic and diluted net loss per common unit | $ (0.05) | $ (0.08) |
PARTNERS' CAPITAL AND DISTRIB47
PARTNERS' CAPITAL AND DISTRIBUTIONS Issuances Narrative (Details) - Ergon [Member] - Limited Partner [Member] $ in Millions | Dec. 01, 2017USD ($)shares |
Capital Unit [Line Items] | |
Value of stock issued during the period for acquisitions | $ | $ 10.2 |
Common units issued during the period for acquisitions | shares | 1,898,380 |
PARTNERS' CAPITAL AND DISTRIB48
PARTNERS' CAPITAL AND DISTRIBUTIONS Cash Distributions Paid on Preferred Units (Details) - Preferred Units [Member] $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)$ / shares | |
Preferred and General Partners [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distribution Made to Limited Partner, Cash Distributions Declared | $ 6.4 |
Preferred Partner [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ / shares | $ 0.17875 |
Distribution Made to Limited Partner, Cash Distributions Declared | $ 6.3 |
General Partner [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distribution Made to Limited Partner, Cash Distributions Declared | $ 0.1 |
PARTNERS' CAPITAL AND DISTRIB49
PARTNERS' CAPITAL AND DISTRIBUTIONS Cash Distributions Paid on Common Units (Details) - Common Units [Member] $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)$ / shares | |
Limited, General Partner, Phantom Share and Restricted Units [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distribution Made to Limited Partner, Cash Distributions Declared | $ 6.3 |
Limited Partner [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distribution Made to Limited Partner, Distributions Declared, Per Unit | $ / shares | $ 0.1450 |
Distribution Made to Limited Partner, Cash Distributions Declared | $ 5.8 |
General Partner [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distribution Made to Limited Partner, Cash Distributions Declared | 0.3 |
Phantom Share Units and Restricted Units [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distribution Made to Limited Partner, Cash Distributions Declared | $ 0.2 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Receivables from related parties | $ 2,110 | $ 3,070 | |
Ergon [Member] | |||
Related Party Transaction [Line Items] | |||
Related-party revenue | 14,000 | $ 13,300 | |
Receivables from related parties | 2,100 | 3,100 | |
Unearned revenue from related parties | $ 5,300 | 1,600 | |
Advantage Pipeline, L.L.C. [Member] | |||
Related Party Transaction [Line Items] | |||
Related-party revenue | $ 300 | ||
Receivables from related parties | $ 0 |
LONG-TERM INCENTIVE PLAN (Detai
LONG-TERM INCENTIVE PLAN (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Equity-based incentive compensation expense (in dollars) | $ 41 | $ (125) | |||||||||
Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of units authorized | 4,100,000 | 4,100,000 | |||||||||
Number of Units [Roll Forward] | |||||||||||
Nonvested at December 31, 2017 | 923,551 | ||||||||||
Granted | 457,984 | ||||||||||
Vested | 234,012 | ||||||||||
Forfeited | 10,865 | ||||||||||
Nonvested at March 31, 2018 | 1,136,658 | 923,551 | 1,136,658 | ||||||||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||||
Weighted Average Grant Date Fair Value, Nonvested, Beginning balance (in dollars per unit) | $ 6.29 | ||||||||||
Weighted Average Grant Date Fair Value, Granted (in dollars per unit) | 4.77 | ||||||||||
Weighted Average Grant Date Fair Value, Vested (in dollars per unit) | 7.49 | ||||||||||
Weighted Average Grant Date Fair Value, Forfeited (in dollars per unit) | 5.39 | ||||||||||
Weighted Average Grant Date Fair Value, Nonvested, Ending balance (in dollars per unit) | $ 5.88 | $ 6.29 | $ 5.88 | ||||||||
Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan [Member] | Common Stock [Member] | Independent Directors [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Value of award grants (in dollars) | $ 69 | $ 70 | |||||||||
Number of Units [Roll Forward] | |||||||||||
Granted | 14,286 | 10,220 | |||||||||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||||
Weighted Average Grant Date Fair Value, Granted (in dollars per unit) | [1] | $ 4.85 | $ 6.85 | ||||||||
Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan [Member] | Phantom common units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized estimated compensation cost (in dollars) | $ 3,700 | $ 3,700 | |||||||||
Equity-based incentive compensation expense (in dollars) | $ 500 | $ 500 | |||||||||
Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan [Member] | Restricted common units [Member] | Independent Directors [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
Value of award grants (in dollars) | $ 74 | $ 75 | |||||||||
Number of Units [Roll Forward] | |||||||||||
Granted | 15,306 | 10,950 | |||||||||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||||
Weighted Average Grant Date Fair Value, Granted (in dollars per unit) | $ 4.85 | [1] | $ 6.85 | [2] | |||||||
January 2019 Vesting [Member] | Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan [Member] | Phantom common units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Value of award grants (in dollars) | $ 58 | $ 1,985 | |||||||||
Number of Units [Roll Forward] | |||||||||||
Granted | 9,960 | 416,131 | |||||||||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||||
Weighted Average Grant Date Fair Value, Granted (in dollars per unit) | [3] | $ 5.85 | $ 4.77 | ||||||||
January 2020 Vesting [Member] | Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan [Member] | Phantom common units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Value of award grants (in dollars) | $ 2,312 | ||||||||||
Number of Units [Roll Forward] | |||||||||||
Granted | 323,339 | ||||||||||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||||
Weighted Average Grant Date Fair Value, Granted (in dollars per unit) | [3] | $ 7.15 | |||||||||
January 2021 Vesting [Member] | Blueknight Energy Partners G.P., L.L.C. Long-Term Incentive Plan [Member] | Phantom common units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Value of award grants (in dollars) | $ 2,185 | ||||||||||
Number of Units [Roll Forward] | |||||||||||
Granted | 457,984 | ||||||||||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||||
Weighted Average Grant Date Fair Value, Granted (in dollars per unit) | [3] | $ 4.77 | |||||||||
[1] | Fair value is the closing market price on the grant date of the awards. | ||||||||||
[2] | Fair value is the closing market price on the grant date of the awards. | ||||||||||
[3] | Fair value is the closing market price on the grant date of the awards. |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - Blueknight Energy Partners G.P., L.L.C. 401(K) Plan [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Defined Contribution Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer discretionary contribution amount | $ 0.3 | $ 0.3 |
Deferred Profit Sharing [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer discretionary contribution amount | $ 0.1 | $ 0.2 |
EMPLOYEE BENEFIT PLAN EUPP (Det
EMPLOYEE BENEFIT PLAN EUPP (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
EUPP [Abstract] | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP | 1,000,000 | |
Employee Stock Ownership Plan (ESOP), Compensation Expense | $ 0.1 | $ 0.1 |
FAIR VALUE MEASUREMENTS Fair 54
FAIR VALUE MEASUREMENTS Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap assets | $ 197 | $ 68 |
Total Swap Assets | 197 | 68 |
Interest rate swap liabilities | 0 | 225 |
Total swap liabilities | 225 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap assets | 0 | 0 |
Total Swap Assets | 0 | 0 |
Interest rate swap liabilities | 0 | |
Total swap liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap assets | 197 | 68 |
Total Swap Assets | 197 | 68 |
Interest rate swap liabilities | 225 | |
Total swap liabilities | 225 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate swap assets | 0 | 0 |
Total Swap Assets | $ 0 | 0 |
Interest rate swap liabilities | 0 | |
Total swap liabilities | $ 0 |
OPERATING SEGMENTS (Details)
OPERATING SEGMENTS (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)Operating-segmentsStatesTerminalling_And_Storage_Facilities | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments (in operating segments) | Operating-segments | 4 | ||
Service revenue | |||
Third-party revenue | $ 17,318 | $ 28,663 | |
Sales Revenue from Related Parties, Services, Net | 6,321 | 13,642 | |
Lease revenue: | |||
Third-party revenue | 9,804 | 0 | |
Related-party revenue | 7,703 | 0 | |
Product sales revenue: | |||
Third-party revenue | 3,514 | 4,035 | |
Total revenue for reportable segments | 44,660 | 46,340 | |
Cost of product sales | 2,637 | 3,139 | |
Operating margin, excluding depreciation and amortization | 18,255 | 19,361 | |
Total assets (end of period) | 361,591 | $ 340,869 | |
Reconciles segment operating margin (excluding depreciation and amortization) to income before income taxes | |||
Operating margin, excluding depreciation and amortization | 18,255 | 19,361 | |
Depreciation and amortization | (7,367) | (8,066) | |
General and administrative expense | (4,221) | (4,585) | |
Asset impairment expense | (616) | (28) | |
Loss on sale of assets | (236) | (125) | |
Interest expense | (3,569) | (3,030) | |
Gain on sale of unconsolidated affiliate | 2,225 | 0 | |
Equity earnings in unconsolidated affiliate | 0 | 61 | |
Income before income taxes | $ 4,471 | 3,588 | |
Asphalt Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of terminalling and storage facilities providing asphalt product and residual fuel terminalling storage and blending services (in terminalling and storage facilities) | Terminalling_And_Storage_Facilities | 56 | ||
Number of states where asphalt terminalling facilities are located | States | 26 | ||
Asphalt Terminalling Services [Member] | |||
Service revenue | |||
Third-party revenue | $ 5,132 | 13,223 | |
Sales Revenue from Related Parties, Services, Net | 6,321 | 13,332 | |
Lease revenue: | |||
Third-party revenue | 9,458 | 0 | |
Related-party revenue | 7,702 | 0 | |
Product sales revenue: | |||
Total revenue for reportable segments | 28,613 | 26,555 | |
Operating expenses (excluding depreciation and amortization) | 13,333 | 12,319 | |
Operating margin, excluding depreciation and amortization | 15,280 | 14,236 | |
Total assets (end of period) | 170,473 | 145,815 | |
Reconciles segment operating margin (excluding depreciation and amortization) to income before income taxes | |||
Operating margin, excluding depreciation and amortization | 15,280 | 14,236 | |
Crude Oil Terminalling and Storage Services [Member] | |||
Service revenue | |||
Third-party revenue | 4,585 | 6,125 | |
Lease revenue: | |||
Third-party revenue | 15 | 0 | |
Product sales revenue: | |||
Total revenue for reportable segments | 4,600 | 6,125 | |
Operating expenses (excluding depreciation and amortization) | 1,275 | 1,011 | |
Operating margin, excluding depreciation and amortization | 3,325 | 5,114 | |
Total assets (end of period) | 68,160 | 70,518 | |
Reconciles segment operating margin (excluding depreciation and amortization) to income before income taxes | |||
Operating margin, excluding depreciation and amortization | 3,325 | 5,114 | |
Crude Oil Pipeline Services [Member] | |||
Service revenue | |||
Third-party revenue | 2,061 | 2,605 | |
Sales Revenue from Related Parties, Services, Net | 0 | 310 | |
Lease revenue: | |||
Third-party revenue | 235 | 0 | |
Product sales revenue: | |||
Third-party revenue | 3,508 | 3,650 | |
Total revenue for reportable segments | 5,804 | 6,565 | |
Operating expenses (excluding depreciation and amortization) | 2,785 | 3,242 | |
Intersegment operating expenses | 442 | 170 | |
Cost of product sales | 2,637 | 3,139 | |
Operating margin, excluding depreciation and amortization | (60) | 14 | |
Total assets (end of period) | 116,845 | 145,351 | |
Reconciles segment operating margin (excluding depreciation and amortization) to income before income taxes | |||
Operating margin, excluding depreciation and amortization | (60) | 14 | |
Crude Oil Trucking and Producer Field Services [Member] | |||
Service revenue | |||
Third-party revenue | 5,540 | 6,710 | |
Intersegment Revenues | 442 | 170 | |
Lease revenue: | |||
Third-party revenue | 97 | 0 | |
Product sales revenue: | |||
Third-party revenue | 6 | 385 | |
Total revenue for reportable segments | 6,085 | 7,265 | |
Operating expenses (excluding depreciation and amortization) | 6,375 | 7,268 | |
Operating margin, excluding depreciation and amortization | (290) | (3) | |
Total assets (end of period) | 6,113 | 12,383 | |
Reconciles segment operating margin (excluding depreciation and amortization) to income before income taxes | |||
Operating margin, excluding depreciation and amortization | (290) | (3) | |
Operating Segments [Member] | |||
Service revenue | |||
Intersegment Revenues | (442) | (170) | |
Product sales revenue: | |||
Total revenue for reportable segments | $ 45,102 | $ 46,510 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Valuation Allowance [Line Items] | |
Difference in bases of property, plant and equipment | $ 464 |
Deferred tax asset, operating loss carryforwards | 5 |
Deferred tax asset | 469 |
Less: valuation allowance | 464 |
Net deferred tax asset | $ 5 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Apr. 24, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Assets held for sale, net | $ 1,536 | $ 0 | |
Crude Oil Trucking and Producer Field Services [Member] | Texas [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Assets held for sale, net | $ 1,300 | ||
Assets Held-for-sale, Not Part of Disposal Group, Other | 200 | ||
Proceeds from Sale of Property Held-for-sale | 3,000 | ||
Gain (Loss) on Disposition of Assets | $ 400 |