Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 27, 2019 | Jun. 29, 2018 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BPMP | ||
Entity Registrant Name | BP Midstream Partners LP | ||
Entity Central Index Key | 1,708,301 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,003 | ||
Common Units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 52,384,003 | ||
Subordinated Units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 52,375,535 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 56,970 | $ 32,694 |
Accounts receivable – third parties | 325 | 188 |
Accounts receivable – related parties | 9,769 | 9,481 |
Prepaid expenses | 4,667 | 1,370 |
Other current assets | 629 | 1,655 |
Total current assets | 72,360 | 45,388 |
Equity method investments (Note 5) | 549,039 | 487,999 |
Property, plant and equipment, net (Note 6) | 68,580 | 69,488 |
Other assets | 3,224 | 2,783 |
Total assets | 693,203 | 605,658 |
Current liabilities | ||
Short-term debt (Note 8) | 0 | 15,000 |
Accounts payable – third parties | 607 | 269 |
Accounts payable – related parties | 2,553 | 2,270 |
Deferred revenues and credits | 1,067 | 0 |
Accrued liabilities (Note 7) | 6,900 | 4,481 |
Total current liabilities | 11,127 | 22,020 |
Long-term debt (Note 8) | 468,000 | 0 |
Long-term portion of environmental remediation obligations | 3,224 | 2,783 |
Total liabilities | 482,351 | 24,803 |
Commitments and contingencies (Note 13) | ||
EQUITY | ||
Total partner's capital | 69,878 | 238,525 |
Non-controlling interests | 140,974 | 342,330 |
Total equity | 210,852 | 580,855 |
Total liabilities and equity | 693,203 | 605,658 |
Common Units | General Public | ||
EQUITY | ||
Common and subordinated unitholders | 836,789 | 824,613 |
Common Units | BP Holdco | ||
EQUITY | ||
Common and subordinated unitholders | (61,684) | (47,141) |
Subordinated Units | BP Holdco | ||
EQUITY | ||
Common and subordinated unitholders | $ (705,227) | $ (538,947) |
CONSOLIDATED BALANCE SHEEETS (P
CONSOLIDATED BALANCE SHEEETS (Parenthetical) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common Units | General Public | ||
Common units outstanding (in shares) | 47,802,826 | 47,794,358 |
Units issued (in shares) | 47,802,826 | 47,794,358 |
Common Units | BP Holdco | ||
Common units outstanding (in shares) | 4,581,177 | 4,581,177 |
Units issued (in shares) | 4,581,177 | 4,581,177 |
Subordinated Units | BP Holdco | ||
Common units outstanding (in shares) | 52,375,535 | 52,375,535 |
Units issued (in shares) | 52,375,535 | 52,375,535 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | |||
Third parties | $ 2,836 | $ 2,204 | $ 4,845 |
Related parties | 113,603 | 105,947 | 98,158 |
Total revenue | 116,439 | 108,151 | 103,003 |
Costs and expenses | |||
Operating expenses – third parties | 11,543 | 9,094 | 8,111 |
Operating expenses – related parties | 5,006 | 7,073 | 6,030 |
Maintenance expenses – third parties | 2,640 | 4,437 | 2,463 |
Maintenance expenses – related parties | 97 | 461 | 455 |
Gain from disposition of property, plant and equipment | 0 | (5) | 0 |
General and administrative – third parties | 4,582 | 895 | 169 |
General and administrative – related parties | 14,072 | 6,670 | 7,990 |
Depreciation | 2,658 | 2,673 | 2,604 |
Property and other taxes | 483 | 393 | 366 |
Total costs and expenses | 41,081 | 31,691 | 28,188 |
Operating income | 75,358 | 76,460 | 74,815 |
Income from equity method investments | 94,361 | 17,916 | 0 |
Other income | 0 | 25 | 520 |
Interest expense, net | 4,043 | 107 | 0 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 165,676 | 94,294 | 75,335 |
Income tax expense | 0 | 25,318 | 29,465 |
Net income | 165,676 | 68,976 | $ 45,870 |
Less: Predecessor net income prior to the IPO on October 30, 2017 | 0 | 39,102 | |
Net income subsequent to the IPO | 165,676 | 29,874 | |
Less: Net income attributable to non-controlling interests | 32,619 | 8,099 | |
Net income attributable to the Partnership subsequent to the IPO | 133,057 | $ 21,775 | |
Limited Partners Common Units | |||
Costs and expenses | |||
Net income attributable to the Partnership subsequent to the IPO | $ 66,530 | ||
Net income attributable to the Partnership per limited partner unit – basic and diluted (in dollars): | |||
Net income per limited partnership unit, basic and diluted (in dollars per share) | $ 1.27 | $ 0.21 | |
Distributions per limited partner unit (in dollars, Note 10): | |||
Distribution made per limited partner unit (in dollars per share) | $ 1.1330 | 0.1798 | |
Limited Partners Subordinated Units | |||
Costs and expenses | |||
Net income attributable to the Partnership subsequent to the IPO | $ 66,527 | ||
Net income attributable to the Partnership per limited partner unit – basic and diluted (in dollars): | |||
Net income per limited partnership unit, basic and diluted (in dollars per share) | $ 1.27 | 0.21 | |
Distributions per limited partner unit (in dollars, Note 10): | |||
Distribution made per limited partner unit (in dollars per share) | $ 1.1330 | $ 0.1798 | |
Common Units Public | |||
Weighted Average Number of Limited Partner Units Outstanding - Basic and Diluted (in millions): | |||
Weighted average number of limited partner units outstanding (in dollars per share) | 47.8 | 47.8 | |
BP Holdco | Common Units | |||
Weighted Average Number of Limited Partner Units Outstanding - Basic and Diluted (in millions): | |||
Weighted average number of limited partner units outstanding (in dollars per share) | 4.6 | 4.6 | |
BP Holdco | Subordinated Units | |||
Weighted Average Number of Limited Partner Units Outstanding - Basic and Diluted (in millions): | |||
Weighted average number of limited partner units outstanding (in dollars per share) | 52.4 | 52.4 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Non-controlling Interests | Net Parent Investment | Common UnitsPartnershipGeneral Public | Common UnitsPartnershipBP Holdco | Subordinated UnitsPartnershipBP Holdco | General PartnerPartnership |
Beginning Balance at Dec. 31, 2015 | $ 74,258 | $ 0 | $ 74,258 | $ 0 | $ 0 | $ 0 | $ 0 |
Net income | 45,870 | 45,870 | |||||
Net transfers to Parent | (46,186) | (46,186) | |||||
Environmental remediation obligations indemnification assets contributed by Parent upon IPO | 0 | ||||||
Ending Balance at Dec. 31, 2016 | 73,942 | 0 | 73,942 | 0 | 0 | 0 | 0 |
Net income | 39,102 | 39,102 | |||||
Net transfers to Parent | (37,616) | (37,616) | |||||
Ending Balance at Oct. 29, 2017 | 75,428 | 0 | 75,428 | 0 | 0 | 0 | 0 |
Beginning Balance at Dec. 31, 2016 | 73,942 | 0 | 73,942 | 0 | 0 | 0 | 0 |
Net income | 68,976 | ||||||
Environmental remediation obligations indemnification assets contributed by Parent upon IPO | 4,365 | ||||||
Ending Balance at Dec. 31, 2017 | 580,855 | 342,330 | 0 | 824,613 | (47,141) | (538,947) | 0 |
Beginning Balance at Oct. 29, 2017 | 75,428 | 0 | 75,428 | 0 | 0 | 0 | 0 |
Net income | 29,874 | 8,099 | 9,936 | 952 | 10,887 | ||
Allocation of net parent investment to unitholders | 0 | (75,428) | 6,067 | 69,361 | |||
Working capital and other balances retained by Parent upon the IPO | (9,879) | (795) | (9,084) | ||||
Environmental remediation obligations indemnification assets contributed by Parent upon IPO | 4,365 | 351 | 4,014 | ||||
Contribution of equity method investments upon the IPO | 499,988 | 343,744 | 12,567 | 143,677 | |||
Net proceeds from the IPO, net of underwriters' discount and offering costs | 814,658 | 814,658 | |||||
Distributions | (814,658) | (65,525) | (749,133) | ||||
Unit-based compensation | 19 | 19 | |||||
Distributions of prorated fourth quarter joint venture dividends to prior owners | (9,427) | (758) | (8,669) | ||||
Distributions to non-controlling interests | (9,513) | (9,513) | |||||
Ending Balance at Dec. 31, 2017 | 580,855 | 342,330 | 0 | 824,613 | (47,141) | (538,947) | 0 |
Net income | 165,676 | 32,619 | 60,711 | 5,819 | 66,527 | ||
Environmental remediation obligations indemnification assets contributed by Parent upon IPO | 0 | ||||||
Distributions | (105,928) | (48,333) | (4,632) | (52,963) | |||
Acquisitions from Parent | (380,770) | (187,563) | 874 | (15,610) | (178,471) | ||
Unit-based compensation | 177 | 177 | |||||
Distributions to non-controlling interests | (46,412) | (46,412) | |||||
Ending Balance at Dec. 31, 2018 | $ 210,852 | $ 140,974 | $ 0 | $ 836,789 | $ (61,684) | $ (705,227) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net income | $ 165,676 | $ 68,976 | $ 45,870 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation | (2,658) | (2,673) | (2,604) |
Deferred income taxes | 0 | 453 | 680 |
Share-based compensation | 177 | 233 | 229 |
(Gain)/Loss due to changes in fair value of allowance oil receivable | 0 | (25) | (520) |
Gain from disposition of property, plant and equipment | 0 | (5) | 0 |
Income from equity method investments | (94,361) | (17,916) | 0 |
Distributions of earnings received from equity method investments | 98,134 | 22,663 | 0 |
Changes in operating assets and liabilities | |||
Accounts receivable – third parties | (137) | 35 | 400 |
Accounts receivable – related parties | (288) | (11,050) | 596 |
Allowance oil receivable | 0 | (1,570) | (632) |
Prepaid expenses and other current assets | (3,297) | (1,406) | 0 |
Accounts payable – third parties | 338 | 649 | 91 |
Accounts payable – related parties | 516 | 2,223 | (34) |
Deferred revenues and credits | 1,067 | 0 | 0 |
Accrued liabilities | 3,300 | 3,112 | (134) |
Long-term portion of environmental remediation obligations | 0 | 358 | 505 |
Other liabilities | 0 | (162) | 162 |
Net cash provided by operating activities | 173,783 | 69,241 | 49,817 |
Cash flows from investing activities | |||
Capital expenditures | (1,604) | (2,257) | (3,402) |
Acquisitions from Parent | (87,230) | 0 | 0 |
Distribution in excess of earnings from equity method investments | 19,670 | 7,242 | 0 |
Proceeds from disposition of property, plant and equipment | 0 | 5 | 0 |
Net cash (used in) provided by investing activities | (69,164) | 4,990 | (3,402) |
Cash flows from financing activities | |||
Net transfers to Parent – prior to the IPO | 0 | (37,830) | (46,415) |
Proceeds from issuance of debt | 468,000 | 15,000 | 0 |
Repayment of debt | (15,000) | 0 | 0 |
Net proceeds from issuance of common units to public | 0 | 814,658 | 0 |
Distribution of IPO proceeds to our Parent | (233) | (814,425) | 0 |
Distributions of prorated fourth quarter joint venture dividends to prior owners | 0 | (9,427) | 0 |
Acquisitions from Parent | (380,770) | 0 | 0 |
Distributions to unitholders | (105,928) | 0 | 0 |
Distributions to non-controlling interests | (46,412) | (9,513) | 0 |
Net cash (used in) financing activities | (80,343) | (41,537) | (46,415) |
Net change in cash and cash equivalents | 24,276 | 32,694 | 0 |
Cash and cash equivalents at beginning of the year | 32,694 | 0 | 0 |
Cash and cash equivalents at end of the year | 56,970 | 32,694 | 0 |
Supplemental cash flow information | |||
Cash paid for interest | 735 | 0 | 0 |
Non-cash investing and financing transactions: | |||
Accrued capital expenditures | 164 | 19 | 1,351 |
Contribution of equity method investments upon the IPO | 0 | 499,988 | 0 |
Working capital and other balances retained by Parent upon the IPO | 0 | (9,879) | 0 |
Environmental remediation obligations indemnification assets contributed by Parent upon IPO | $ 0 | $ 4,365 | $ 0 |
Business and Basis of Presentat
Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation BP Midstream Partners LP (either individually or together with its subsidiaries, as the context requires, the “Partnership”) is a Delaware limited partnership formed on May 22, 2017 by BP Pipelines (North America) Inc. (“BP Pipelines”), an indirect wholly owned subsidiary of BP p.l.c. (“BP”), a “foreign private issuer” within the meaning of the Securities Exchange Act of 1934, as amended. On October 30, 2017, the Partnership completed its initial public offering (the "IPO") of common units representing limited partner interests. See Note 3 - Acquisitions for the discussion of the IPO. Unless otherwise stated or the context otherwise indicates, all references to “we,” “our,” “us,” “Wholly Owned Assets,” “Predecessor,” or similar expressions for time periods prior to the IPO refer to BP Midstream Partners LP Predecessor. For time periods subsequent to the IPO, “we,” “our,” “us,” or similar expressions refer to the legal entity BP Midstream Partners LP. The term “our Parent” refers to BP Pipelines, any entity that wholly owns BP Pipelines, indirectly or directly, including BP and BP America Inc. (“BPA”), an indirect wholly owned subsidiary of BP, and any entity that is wholly owned by the aforementioned entities, excluding BP Midstream Partners LP Predecessor and the Partnership. Business We are a fee-based, growth-oriented master limited partnership formed by BP Pipelines, an indirect wholly owned subsidiary of BP, to own, operate, develop and acquire pipelines and other midstream assets. Our assets consist of interests in entities that own crude oil, natural gas, refined products and diluent pipelines and refined product terminals serving as key infrastructure for BP and other customers to transport onshore crude oil production to BP’s Whiting Refinery and offshore crude oil and natural gas production to key refining markets and trading and distribution hubs. Certain of our assets deliver refined products and diluent from the Whiting Refinery and other U.S. supply hubs to major demand centers. Our assets consist of the following: • BP Two Pipeline Company, LLC, which owns the BP#2 crude oil pipeline system (“BP2”). • BP River Rouge Pipeline Company, LLC, which owns the Whiting to River Rouge refined products pipeline system (“River Rouge”). • BP D-B Pipeline Company, LLC, which owns the Diamondback diluent pipeline system (“Diamondback”). BP2, River Rouge, and Diamondback, together, are referred to as the "Wholly Owned Assets". • A 28.5% ownership interest in Mars Oil Pipeline Company, LLC (“Mars”), which owns a major corridor crude oil pipeline system in the Gulf of Mexico. • A 65% managing member interest in Mardi Gras Transportation System Company, LLC (“Mardi Gras”), which holds the following investments in joint ventures located in the Gulf of Mexico: • A 56% ownership interest in Caesar Oil Pipeline Company, LLC (“Caesar”), • A 53% ownership interest in Cleopatra Gas Gathering Company, LLC (“Cleopatra”), • A 65% ownership interest in Proteus Oil Pipeline Company, LLC (“Proteus”), and, • A 65% ownership interest in Endymion Oil Pipeline Company, LLC (“Endymion”). • Together Endymion, Caesar, Cleopatra and Proteus, are referred to as the “Mardi Gras Joint Ventures.” • A 22.7% ownership interest in Ursa Oil Pipeline Company, LLC ("Ursa"). • A 25% ownership interest in KM Phoenix Holdings, LLC ("KM Phoenix"). We generate the majority of our revenue by charging fees for the transportation of crude oil, refined products and diluent through our pipelines under long-term agreements with minimum volume commitments. We do not engage in the marketing and trading of any commodities. All of our operations are conducted in the United States, and all our long-lived assets are located in the United States. Our operations consist of one reportable segment. Certain businesses of ours are subject to regulation by various authorities including, but not limited to the Federal Energy Regulatory Commission ("FERC"). Regulatory bodies exercise statutory authority over matters such as common carrier tariffs, construction, rates and ratemaking and agreements with customers. Basis of Presentation Our consolidated financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission (“SEC”). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, the single source of accounting principles generally accepted in the United States (“GAAP”). Prior to the IPO on October 30, 2017, our financial position, results of operations and cash flows consisted of the Predecessor's operations, which represented a combined reporting entity. All intercompany accounts and transactions within the Predecessor’s financial statements have been eliminated for all periods presented. The assets and liabilities contributed to us by the Predecessor have been reflected on the historical cost basis on the consolidated financial statements. Immediately prior to the IPO, the Predecessor’s assets and liabilities were transferred to the Partnership within our Parent’s consolidated group in a transaction under common control. Subsequent to the IPO, our financial position, results of operations and cash flows consist of consolidated BP Midstream Partners LP activities and balances. Prior to the IPO, our consolidated statements of operations also include expense allocations to the Predecessor for certain functions performed by our Parent on our behalf, including allocations of general corporate expenses related to finance, accounting, treasury, legal, information technology, human resources, shared services, government affairs, insurance, health, safety, security, employee benefits, incentives, severance and environmental functional support. The portion of expenses that are specifically identifiable to the Wholly Owned Assets are directly recorded to the Predecessor, with the remainder allocated on the basis of headcount, throughput volumes, miles of pipe and other measures. Our management believes the assumptions underlying the financial statements, including the assumptions regarding the allocation of general corporate expenses from our Parent, are reasonable. Nevertheless, the financial statements may not include all of the expenses that would have been incurred, had we been a stand-alone entity during the periods prior to the IPO and may not reflect our financial position, results of operations and cash flows, had we been a stand-alone entity during such periods. See Note 9 - Related Party Transactions . Prior to the IPO, the Wholly Owned Assets did not own or maintain separate bank accounts. Our Parent used a centralized approach to cash management and historically funded our operating and investing activities as needed within the boundaries of a documented funding agreement. Accordingly, cash held by our Parent at the corporate level was not allocated to us for any of the periods prior to the IPO. During such periods, we reflected the cash generated by our operations and expenses paid by our Parent on our behalf as a component of Net parent investment on our consolidated balance sheets, and as a net distribution to our Parent on our consolidated statements of cash flows. We also did not included any interest income on the net cash transfers to our Parent. In connection with the IPO, we established our own cash accounts for the funding of our operating and investing activities. See Note 3 - Acquisitions for additional details. All financial information presented for the periods after the IPO represents the consolidated results of operations, financial position and cash flows of the Partnership. Accordingly: • Our consolidated statements of operations and cash flows for the year ended December 31, 2018 consist of the consolidated results of the Partnership. Our consolidated statements of operations and cash flows for the year ended December 31, 2017 consist of the consolidated results of the Partnership for the period from October 30, 2017 through December 31, 2017, and the combined results of the Predecessor for the period from January 1, 2017 through October 29, 2017. Our consolidated statements of operations and cash flows for the years ended December 31, 2016 consists entirely of the combined results of the Predecessor. • Our consolidated balance sheet at December 31, 2018 and 2017 consists of the consolidated balances of the Partnership. • Our consolidated statement of changes in equity for the year ended December 31, 2018 consists of the consolidated activities for the Partnership, and 2017 consists of both the combined activities for the Predecessor prior to October 30 2017, and the consolidated activities for the Partnership completed at and after the IPO on October 30, 2017. Our consolidated statements of changes in equity for the years ended December 31, 2016 consists entirely of the combined activities of the Predecessor. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation Our consolidated financial statements include all subsidiaries, where the Partnership has control and a variable interest entity ("VIE") of which we are the primary beneficiary. The assets and liabilities in the consolidated financial statements have been reflected on a historical basis. All inter-company accounts and transactions are eliminated upon consolidation. We evaluate our ownership, contractual arrangements and other interests in entities to determine if these entities are VIEs and whether we are the primary beneficiary of the VIE. In determining whether we are the primary beneficiary of a VIE and therefore required to consolidate the VIE, we apply a qualitative approach that determines whether we have both (1) the power to direct the activities of the VIE that most significantly impact the economic performance and (2) the obligation to absorb the majority of losses of or the rights to receive the majority of the benefits from the VIE that could potentially be significant to the VIE. We continuously assess whether we are the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in the consolidation or deconsolidation, as the case may be, of such VIE. We consolidate BP2, River Rouge and Diamondback, as we control these entities through 100% of the ownership interest. We control and consolidate Mardi Gras via an agreement between us and our Parent, under which we have the right to vote 100% of Mardi Gras' interests in each of the Mardi Gras Joint Ventures. We have determined that we are the primary beneficiary of Mardi Gras. See Note 16 - Variable Interest Entity for further discussion. Net Parent Investment Net parent investment represents our Parent’s historical investment in us, our accumulated net earnings after taxes, and the net effect of transactions with and allocations from our Parent through October 29, 2017. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements and disclosures included in the accompanying notes. Actual results could differ from these estimates. Common Control Transactions Assets and businesses acquired from our Parent and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are included in our consolidated balance sheets at their historical carrying value. If any recognized consideration transferred in such a transaction exceeds the historical carrying value of the net assets acquired, the excess is treated as a capital distribution to our Parent, similar to a dividend. If the historical carrying value of the net assets acquired exceeds any recognized consideration transferred including, if applicable, the fair value of any limited partner units issued, such excess is treated as a capital contribution from our Parent. Revenue Recognition We adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), applying the modified retrospective transition method, which required us to apply the new standard to (i) all revenue contracts entered into, and (ii) revenue contracts which were not completed as of January 1, 2018. ASC 606 replaces existing revenue recognition requirements in GAAP and requires us to recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. ASC 606 also requires certain disclosures regarding qualitative and quantitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASC 606 did not result in a transition adjustment nor did it have a material impact on the timing or amount of our revenue recognition. Please see Note 4 - Revenue Recognition for further discussion Equity Method Investments We account for an investment under the equity method if we have the ability to exercise significant influence, but not control, over the investee. Under the equity method of accounting, the investment is recorded at its initial carrying value on the consolidated balance sheets and is adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses, which is recorded as a component of Income from equity method investments on the consolidated statements of operations. We evaluate equity method investments for impairment when events or changes in circumstances indicate, in our management’s judgment, that a decline in value is other than temporary. Factors that may indicate that a decline in value is other than temporary include a deterioration in the financial condition of the investee, decisions to sell the investee, significant losses incurred by the investee, a change in the economic environment that is expected to adversely affect the investee’s operations, an investee’s loss of a principal customer or supplier and an investee’s recording of impairment charges. If we determine that a decline in value is other than temporary, the investment is written down to its fair value, which establishes the investment’s new cost basis. Property, plant and equipment Our property, plant and equipment is recorded at its historical cost of construction, or the carrying value of the transferring entity in a transaction under common control, or at fair value in a business combination. We record depreciation using the straight-line method with the following useful lives: Depreciable Land — ROW assets — Buildings and improvements 16 - 40 Pipelines and equipment 17 - 40 Other 4 - 23 Construction in progress — Upon the sale or retirement of property, plant and equipment, the cost and related accumulated depreciation are removed, and any resulting gain or loss is recorded on the consolidated statements of operations. Ordinary maintenance and repair costs are generally expensed as incurred. Such costs are recorded in Maintenance expenses- third parties and Maintenance expenses-related parties on our consolidated statements of operations. Costs of major renewals, betterments and replacements are capitalized as Property, plant and equipment. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirect construction costs. Impairment of Long-lived Assets We evaluate long-lived assets of identifiable business activities for impairment when events or changes in circumstances indicate, in our management’s judgment, that the carrying value of such assets may not be recoverable. These events include market declines that are believed to be other than temporary, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in the legal or business environment, such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we evaluate the recoverability of our carrying values of an asset group based on the long-lived assets’ ability to generate future cash flows on an undiscounted basis. If the carrying amount is higher than the undiscounted cash flows, we further evaluate the impairment loss by comparing management’s estimate of the fair value of the assets to the carrying value of such assets. We record a loss for the amount that the carrying value exceeds the estimated fair value. Cash Equivalents Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and will mature within 90 days or less from the date of acquisition. We record cash equivalents, if any, at its carrying value, which approximates its fair value. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent valid claims against customers for services rendered, net of allowances for doubtful accounts. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. We establish provisions for losses on accounts receivable due from shippers if we determine that we will not collect all or part of the outstanding balance. Outstanding customer receivables are regularly reviewed for possible nonpayment indicators, and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at each balance sheet date. At December 31, 2018 and 2017, our allowance for doubtful account balances were zero . Income Taxes Prior to the IPO on October 30, 2017, the Predecessor was not a standalone entity for income tax purposes and was included as part of BPA federal income tax returns. Our provision for income taxes was prepared on a separate return basis with consideration to the tax laws and rates applicable in the jurisdictions in which we operated and earned income. We used the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities were recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of the existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities were measured by applying the expected enacted income tax rates to taxable income in the years in which those differences were expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates was recognized in the results of operations in the period that included the enactment date. The realizability of deferred tax assets was evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold was not met, a valuation allowance would be recorded. Prior to the IPO, we would recognize the impact of an uncertain tax position only if it was more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. There were no uncertain tax positions recorded for the Predecessor at the end of each period presented. Had there been any uncertain tax positions, our policy was to classify interest and penalties as a component of income tax expense. BP Midstream Partners LP is treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of taxable income. Therefore, we have excluded income taxes from these financial statements subsequent to the IPO date of October 30, 2017. The deferred tax liability of the Predecessor was removed from our consolidated balance sheets with an offset to equity at that date. We are a partnership, which is not subject to U.S. federal income taxes. Rather, our taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. For tax years beginning on or after January 1, 2018, we are subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of the Partnership would be conducted at the Partnership level, and if the IRS determines an adjustment, the default rule is that we would pay an “imputed underpayment” including interest and penalties, if applicable. We may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns. Our partnership agreement does not stipulate how we will address imputed underpayments. If we receive an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time. Any payments that the Partnership ultimately makes on behalf of its current partners will be reflected as a dividend, rather than tax expense, at the time that such dividend is declared. Asset Retirement Obligations Asset retirement obligations represent legal and constructive obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses at fair value on a discounted basis when they are incurred and can be reasonably estimated. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when settled at the time the asset is taken out of service. Although the Wholly Owned Assets will be replaced as needed, the pipelines will continue to exist for an indefinite period of time. Therefore, there is uncertainty around the asset retirement settlement dates. As a result, we determined that there is not sufficient information to make a reasonable estimate of the asset retirement obligations for the Wholly Owned Assets, and we did not recognize any asset retirement obligations as of December 31, 2018 and 2017. We will continue to evaluate our asset retirement obligations and future developments that could impact the amounts we record. Legal We are subject to litigation and regulatory proceedings as the result of our business operations and transactions. We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements. In general, we expense legal costs as incurred. Environmental Matters We are subject to federal, state, and local environmental laws and regulations. These laws require us to take future action to remediate the effects on the environment of prior disposal or release of chemicals or petroleum substances by us or other parties. Environmental expenditures that are required to obtain future economic benefits from its assets are capitalized as part of those assets. Expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future earnings shall be expensed, unless already provisioned for, which then shall be charged against provisions. Provisions are recognized when we have a present legal or constructive obligation as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. We do not discount environmental liabilities, and we record environmental liabilities when environmental assessments and/or remedial efforts are probable, and when we can reasonably estimate the costs. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. Generally, our recording of these provisions coincides with our commitment to a formal plan of action, or if earlier, on the closure or divestment of inactive sites. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. The ultimate requirement for remediation and its cost are inherently difficult to estimate. We believe that the outcome of these uncertainties should not have a material adverse effect on our financial condition, cash flows, or operating results. Our existing environmental conditions prior to the IPO are obligations contributed to us by the prior operator of these facilities, BP Pipelines, who has agreed to indemnify us with respect to such conditions under the terms of an omnibus agreement that we entered into in connection with the IPO. For provisions related to such conditions, we record indemnification assets in our consolidated balance sheets in the amounts that equal the provisions. Subsequent to the IPO, revisions to the estimated environmental liability for conditions that are not indemnified under the omnibus agreement with our Parent are reflected in our consolidated statements of operations when they are probable and reasonably estimable. For additional information regarding our environmental matters, see Note 13 - Commitments and Contingencies . Other Contingencies We recognize liabilities for contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the lower end of the range is accrued. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. Fair Value Estimates Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We categorize assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement: • Level 1 inputs are quoted prices in active markets for identical assets or liabilities. • Level 2 inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset or liability. • Level 3 inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or our assumptions about pricing by market participants. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. Net Income per Unit Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the IPO by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units and incentive distribution rights. Unit-Based Compensation The fair value of phantom unit awards granted to non-employee directors is based on the fair market value of our common units on the date of grant. Our unit-based compensation expenses are recognized ratably over the vesting term of the awards. We have elected to recognize the impact of forfeitures only when they occur. Recent Accounting Pronouncements Standards Adopted as of December 31, 2018 In January 2017, the FASB issued ASU 2017-01 to Topic 805, "Business Combinations," to clarify the definition of a business and to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This provision is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We have early adopted this ASU and applied it to the acquisitions described in Note 3 - Acquisitions . In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 to defer the adoption date for ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, for public business entities and to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019 for all other entities. ASU 2014-09 was further amended in March 2016 by the provisions of ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” in April 2016 by the provisions of ASU 2016-10, “Identifying Performance Obligations and Licensing,” in May 2016 by the provisions of ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” in December 2016 by the provisions of ASU 2016-20, “Technical Corrections to Topic 606, Revenue from Contracts with Customers” and in September 2017 by the provisions of ASU 2017-13 “Revenue Recognition (Topic 605) and Revenue from Contracts with Customers (Topic 606).” We transitioned from an emerging growth company to a large accelerated filer as of December 2018 and we adopted the new standard and all of its amendments as of January 1, 2018. The adoption of ASC 606 did not result in a transition adjustment nor did it have a material impact on the timing or amount of our revenue recognition. Please see Note 4 - Revenue Recognition for further discussion. Standards Not Adopted as of December 31, 2018 In February 2016, the FASB issued ASU 2016-02, “Leases,” which improves transparency and comparability among organizations by requiring lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We have completed the evaluation of all contractual arrangements and determined we have certain arrangements that qualify as operating leases under the new standard. We have adopted the new standard as of January 1, 2019 utilizing the modified retrospective approach and the optional transition practical expedient that would not require companies to reconsider its accounting for existing or expired land easements before the adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. The adoption of ASC 842 resulted in the recognition of approximately $0.6 million in right-of-use assets and the same amount of lease liability on our balance sheet for the present value of the rights and obligations. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Contributed Business and Assets On October 30, 2017, the Partnership completed its IPO of 42,500,000 common units representing limited partner interests at a price to the public of $18.00 per unit. Subsequent to the IPO, the underwriters partially exercised their over-allotment option and purchased 5,294,358 additional common units at $18.00 per unit. A total of 47,794,358 common units were issued to the public unitholders in the IPO. Immediately prior to the IPO, BP Pipelines contributed the following interests to the Partnership: • 100% ownership interest in the Wholly Owned Assets; • 28.5% ownership interest in Mars; and • 20% managing member interest in Mardi Gras, pursuant to which the Partnership has the right to vote Mardi Gras’ ownership interest in each of the Mardi Gras Joint Ventures. In exchange for its contribution of such interests to the Partnership, BP Pipelines, through its wholly owned subsidiary, BP Midstream Partners Holdings LLC (“BP Holdco”), and through BP Holdco's wholly owned subsidiary, BP Midstream Partners GP LLC (the “General Partner”), received: • 4,581,177 common units and 52,375,535 subordinated units, representing an aggregate 54.4% limited partner interest; • all of the non-economic general partner interest and our incentive distribution rights; and • a cash distribution of $814.7 million , of which $814.4 million was paid as of December 31, 2017 and the remainder was paid as of December 31, 2018. The Partnership received net proceeds of $814.7 million from the sale of 47,794,358 common units in the IPO, after deducting underwriting discounts and commissions, structuring fees and other offering expenses of $45.6 million . See Note 8 - Debt and Note 9 - Related Party Transactions for further discussion regarding agreements entered into in connection with the IPO. Recent Acquisition of Equity Interests On October 1, 2018, pursuant to an Interest Purchase Agreement (the “Interest Purchase Agreement”) with BP Products North America Inc. (“BP Products”), BP Offshore Pipelines Company LLC (“BP Offshore”), and BP Pipelines, we completed the acquisition of: • (i) an additional 45.0% interest in Mardi Gras, from BP Pipelines, • (ii) a 25.0% interest in KM Phoenix Holdings LLC, a Delaware limited liability company, from BP Products, and • (iii) a 22.7% interest in URSA Oil Pipeline Company LLC, a Delaware limited liability company, from BP Offshore. These assets were acquired in exchange for aggregate consideration of $468 million funded with borrowings under our revolving credit facility. The purchase was accounted for as an acquisition of assets between entities under common control; as a result, we recognized the acquired assets at their historical carrying value. The consideration paid is reported in our statement of cash flows as $381 million in financing activities for the distributions to our Parent for the acquisition of the non-controlling interest in Mardi Gras and excess of the purchase price over the carrying value for other assets acquired and $87 million in investing activities for the remainder. For more details see Statement of Cash Flows. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Topic 606 requires entities to recognize revenue through the application of a five-step model, which includes: (1) identification of the contract; (2) identification of the performance obligations; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations; and (5) recognition of revenue as the entity satisfies the performance obligations. Under Topic 606, we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. A performance obligation is our unit of account and it represents a promise in a contract to transfer goods or services to the customer. The contract transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is allocated to each performance obligation and recognized as revenue when or as the performance obligation is satisfied. The following is an overview of our significant revenue stream, including a description of the respective performance obligations and related methods of revenue recognition. Pipeline Transportation Revenue from pipeline transportation is comprised of tariffs and fees associated with the transportation of liquid petroleum products, generally at published tariffs and in certain instances, revenue from minimum volume commitment contracts at negotiated rates. Tariff revenue is recognized either at the point of delivery or at the point of receipt, pursuant to specifications outlined in the respective tariffs. We record revenue for crude oil, refined products and diluent transportation over the period in which they are earned (i.e., either physical delivery of product has taken place or the services designated in the contract have been performed.) Our services are typically billed on a monthly basis, and we generally do not offer extended payment terms. We accrue revenue based on services rendered but not billed for that accounting month. Billings to BP Products for deficiency volumes under its minimum volume commitments, if any, are recorded as deferred revenue and credits, a contract liability, on our consolidated balance sheets, as BP Products has the right to make up the deficiency volumes within the measurement period specified by the agreements. Deferred revenue under these arrangements was previously recognized into revenue once it was deemed remote that the customer would meet its required annual minimum volume commitments. Under the new revenue standard, we are required to estimate the likelihood that unused volumes will be shipped or forfeited at each reporting period based on additional data that becomes available but only to the extent that a significant reversal of any incremental revenue will not occur. If the customer does satisfy its minimum volume commitment by shipping the deficiency volumes within the same calendar year, it may receive a refund of excess payments. Allowance Oil Our tariff for crude oil transportation at BP2 includes a fixed loss allowance (“FLA”). An FLA factor per barrel, a fixed percentage, is a separate fee that is considered a part of the transaction price under the applicable crude oil tariff to cover evaporation and other losses in transit. The fixed product loss allowance factor intends to cover evaporation, crude viscosity, temperature differences and other losses in transit. Revenue related to allowance oil sales is recognized as a part of the transportation revenue from the shipper during the month the throughput volume is transported on the pipeline. The amount of revenue recognized is a product of the quantity transported, the applicable FLA factor and the settlement price during the month the product is transported. The settlement price for volumes accumulated prior to October 1, 2017 was a summation of the calendar-month average of West Texas Intermediate (“WTI”) on the New York Mercantile Exchange and a differential provided by our Parent. The differential represents the difference in market price between WTI and the type of allowance oil to be settled and the difference in market price between the settlement month and the month prior to settlement. The fluctuation in commodity prices between the month of movement and the month of settlement resulted in an embedded derivative, which we measured along with the allowance oil receivable in their entirety at fair value because the economic characteristics and risks of the embedded derivative were clearly and closely related to the economic characteristics and risks of the host arrangement. The allowance oil volumes accumulated prior to October 1, 2017 were entirely settled upon October 30, 2017. While such volumes were outstanding, we recognized the changes in their fair value in Other income on the consolidated statements of operations. The embedded derivative was not designated as a hedging instrument. The settlement price for volumes accumulated on and after October 1, 2017 is determined using the same equation as the prior periods but with pricing input from the month of movement, instead of the month of settlement, pursuant to a related party agreement that we entered into with our affiliate. The settlement price is fixed and determinable upon the completion of transportation. As a result, the allowance oil balances at December 31, 2017 and onward no longer contain a derivative feature or result in a gain or loss related to the change in its fair value. We now settle the allowance oil at the end of each period; therefore, the balances are entirely recorded in Accounts receivable - related parties after October 1, 2017. In the years ended December 31, 2018, 2017 and 2016, we recognized income of $ 8,753 , $ 8,691 and $ 5,456 , respectively, and a gain/(loss) due to changes in fair value of $ 0 , $ 25 and $ 520 , respectively, related to the FLA arrangements with our Parent. The following table provides information about disaggregated revenue: Disaggregation of Revenue Disaggregation of revenue For the year ended December 31, 2018 Transportation services revenue - third parties $ 2,828 Transportation services revenue - related parties 113,603 Total topic 606 revenue 116,431 Other revenue 8 Total revenue $ 116,439 The following table includes estimated revenue associated with contractual minimum volume commitments excluding revenue from fixed loss allowance, based on the practical expedient that we elected to apply as the sales price is based on index-based pricing or variable volume attributes. The fixed portion of our existing customer contracts are summarized in the future performance obligations as of December 31, 2018. The unfulfilled performance obligations included in the table below are expected to be recognized in revenue in the specified periods: Future Performance Obligations Unfulfilled performance obligations As of December 31, 2018 2019 $ 107,517 2020 109,590 Total $ 217,107 Contract Balances Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections. Contract liabilities or deferred revenue and credits primarily relate to consideration received from customers for temporary deficiency quantities under minimum volume contracts that the customer has the right to make up in a future period, which we subsequently recognize as revenue or amounts we credit back to the customer in a future period. The following table provides information about receivables from contracts with customers, contract assets and contract liabilities (in thousands): Contract balances As of December 31, 2018 Receivables from contracts with customers - third parties $ 325 Receivables from contracts with customers - related parties 9,611 Deferred revenue and credits - related parties 1,067 Deferred revenue and credits were credited to customers' invoices in January 2019. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments We account for our ownership interests in Mars, Ursa, KM Phoenix and the Mardi Gras Joint Ventures using the equity method for financial reporting purposes. Our financial results include our proportionate share of the net income of Mars, Ursa, KM Phoenix and the Mardi Gras Joint Ventures, which is reflected in Income from equity method investments on the consolidated statements of operations. We did not record any impairment loss on our equity method investments during the years ended 2018 or 2017. The table below summarizes the balances and activities related to each of our equity method investments ("EMI") that we recorded for the years ended December 31, 2018 and 2017: 2018 2017 Percentage ownership at year end Cumulative effect of accounting change* Distributions received Income from EMI Carrying value at year end Percentage ownership at year end Distributions received Income from EMI Carrying value at year end Mars 28.5 % $ (2,746 ) $ (47,538 ) $ 43,866 $ 59,143 28.5 % $ (12,540 ) $ 7,793 $ 65,561 Caesar (1) 56.0 % — (20,957 ) 16,761 119,390 56.0 % (5,880 ) 3,344 123,586 Cleopatra (1) 53.0 % — (10,494 ) 6,532 119,550 53.0 % (2,385 ) 1,112 123,512 Proteus (1) 65.0 % — (18,135 ) 12,323 81,332 65.0 % (4,030 ) 2,100 87,144 Endymion (1) 65.0 % — (18,005 ) 12,320 82,511 65.0 % (5,070 ) 3,567 88,196 Others (2) Various — (2,675 ) 2,559 87,113 0.0 % — — — Total Equity Investments $ (2,746 ) $ (117,804 ) $ 94,361 $ 549,039 $ (29,905 ) $ 17,916 $ 487,999 (1) These investments are held by our investment in Mardi Gras which increased to 65% from 20% on October 1, 2018. See Note 3 - Acquisition for further detail. (2) Includes ownership interest in Ursa ( 22.7% ) and KM Phoenix ( 25% ). * The financial results of Mars reflect the adoption of ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" on January 1, 2018 under the modified retrospective transition method through a cumulative adjustment to equity. Our impact from this accounting change to our Mars investment was $(2,746) , offset to partners' capital. Other joint ventures will adopt this ASU on January 1, 2019. The following tables present aggregated selected balance sheet and income statement data for our equity method investments on a 100% basis for the years ended December 31, 2018 and 2017 and as of December 31, 2018 and 2017: For the Year Ended December 31, For the Period from 2018** 2017 October 30, 2017 to December 31, 2017 Statement of operations Revenue $ 470,802 $ 391,301 $ 65,075 Operating expenses 200,901 129,405 21,386 Net income 270,356 262,345 44,131 ** Amounts for the year ended December 31, 2018 include Ursa and KM Phoenix for the entire year. As of December 31, Balance Sheets 2018 2017 Current assets 123,408 127,498 Non-current assets 1,646,324 1,119,882 Current liabilities 35,791 59,324 Non-current liabilities 486,634 234,537 Equity 1,247,307 953,519 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following: December 31, 2018 2017 Land $ 155 $ 155 ROW assets 1,380 1,380 Buildings and improvements 12,032 12,032 Pipelines and equipment 93,617 92,083 Other 509 509 Construction in progress 277 67 Property, plant and equipment 107,970 106,226 Less: Accumulated depreciation (39,390 ) (36,738 ) Property, plant and equipment, net $ 68,580 $ 69,488 We determined that there were no impairments on our property, plant and equipment in the years ended December 31, 2018, 2017 or 2016. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: December 31, 2018 2017 Current portion of environmental remediation obligation $ 629 $ 1,655 Accrued interest payable - related parties 4,155 159 Other accrued liabilities 2,116 2,667 Accrued liabilities $ 6,900 $ 4,481 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt On October 30, 2017, the Partnership entered into a $600.0 million unsecured revolving credit facility agreement (the “credit facility”) with an affiliate of BP. The credit facility terminates on October 30, 2022 and provides for certain covenants, including the requirement to maintain a consolidated leverage ratio, which is calculated as total indebtedness to consolidated EBITDA (as defined in the credit facility), not to exceed 5.0 to 1.0 , subject to a temporary increase in such ratio to 5.5 to 1.0 in connection with certain material acquisitions. In addition, the limited liability company agreement of the Partnership's General Partner requires the approval of BP Holdco prior to the incurrence of any indebtedness that would cause the Partnership's leverage ratio to exceed 4.5 to 1.0 . As of December 31, 2018, the Partnership was in compliance with the covenants contained in the credit facility. The credit facility also contains customary events of default, such as (i) nonpayment of principal when due, (ii) nonpayment of interest, fees or other amounts, (iii) breach of covenants, (iv) misrepresentation, (v) cross-payment default and cross-acceleration (in each case, to indebtedness in excess of $75.0 million ) and (vi) insolvency. Additionally, the credit facility limits our ability to, among other things: (i) incur or guarantee additional debt, (ii) redeem or repurchase units or make distributions under certain circumstances; and (iii) incur certain liens or permit them to exist. Indebtedness under this facility bears interest at the 3-month LIBOR plus 0.85% . For the year ended December 31, 2018, the weighted average interest rate for the credit facility was 3.25% . For the period from October 30, 2017 through December 31, 2017, the weighted average interest rate for the credit facility was 2.24% . This facility includes customary fees, including a commitment fee of 0.10% and a utilization fee of 0.20% . There is no debt issuance cost associated with the credit facility. On November 6, 2017, the Partnership borrowed $15.0 million under the credit facility to fund our working capital in the near term. The balance was due for repayment six months after the date of the withdrawal. On May 4, 2018, the Partnership repaid outstanding borrowings under the Credit Facility. This short-term debt had a principal balance of $15.0 million at the time of repayment and the repayment was made using cash on hand. On October 1, 2018, the Partnership borrowed $468.0 million under the credit facility to fund our acquisition. On February 20, 2019, we entered into a Credit Facility Waiver Agreement (“Waiver”) whereby the lender agreed to waive certain terms on our outstanding $468.0 million borrowings. The original loan repayment date of March 29, 2019 is waived and amended and modified to April 1, 2020. Current accrued interest will be due on March 29, 2019 and thereafter accrued interest will be paid on the 25th day of April, July, October and January of each year. Any remaining interest will be paid on April 1, 2020. All other terms of the credit facility remain the same. Pursuant to this waiver, we have classified the $468.0 million outstanding as Long-term debt on our consolidated balance sheet at December 31, 2018. For the years ended December 31, 2018, 2017 and 2016, interest and fees incurred were $4.8 million , $0.2 million and $0, respectively. There were $468.0 million and $15.0 million outstanding borrowings under the credit facility at December 31, 2018, and 2017, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related party transactions include transactions with our Parent and our Parent’s affiliates, including those entities in which our Parent has an ownership interest but does not have control. In addition to the fixed loss allowance arrangements discussed in Note 4 - Revenue Recognition and the credit facility in Note 8 - Debt , we have entered into the following transactions with our related parties: Omnibus Agreement The Partnership has entered into an omnibus agreement with BP Pipelines and certain of its affiliates, including the General Partner. This agreement addresses, among other things, (i) the Partnership's obligation to pay an annual fee for general and administrative services provided by BP Pipelines and its affiliates, (ii) the Partnership's obligation to reimburse BP Pipelines for personnel and other costs related to the direct operation, management and maintenance of the assets and (iii) the Partnership's obligation to reimburse BP Pipelines for services and certain direct or allocated costs and expenses incurred by BP Pipelines or its affiliates on behalf of the Partnership. Pursuant to the omnibus agreement, BP Pipelines will indemnify the Partnership and fund the costs of required remedial action for its known historical and legacy spills and releases and other environmental and litigation claims identified in the omnibus agreement. The omnibus agreement also addresses the Partnership's right of first offer to acquire BP Pipelines' retained ownership interest in Mardi Gras and all of BP Pipelines' interests in midstream pipeline systems and assets related thereto in the contiguous United States and offshore Gulf of Mexico that are owned by BP Pipelines at the closing of the IPO. Further, the omnibus agreement addresses the granting of a license from BPA to the Partnership with respect to use of certain BP trademarks and tradename. Cash Management Program Prior to the IPO, we did not have our standalone cash accounts but participated in our Parent’s centralized cash management and funding system. Our working capital and capital expenditure requirements were historically part of the corporate-wide cash management program for our Parent. As part of this program, our Parent maintained all cash generated by our operations, and cash required to meet our operating and investing needs was provided by our Parent as necessary within the boundaries of a documented funding agreement. Net cash generated from or used by our operations was reflected as a component of Net parent investment on the consolidated balance sheets and as Net transfers to Parent prior to the IPO on the consolidated statements of cash flows. No interest income was recognized on net cash kept by our Parent since we did not charge interest on intercompany balances. In connection with the IPO, we established our own cash accounts for the funding of our operating and investing activities but continued to participate in our Parent’s centralized cash management and funding system. Related Party Revenue We provide crude oil, refined products and diluent transportation services to related parties and generate revenue through published tariffs. Effective July 1, 2017, we entered into a throughput and deficiency agreement with BP Products for transporting diluent on the Diamondback pipeline under a joint tariff agreement with a third-party carrier. This agreement contains a minimum volume requirement, under which BP Products has committed to pay us an incentive rate for a fixed minimum volume during the twelve -month running period from July 1, 2017 and each successive twelve -month period thereafter through June 30, 2020, whether or not such volumes are physically shipped through Diamondback. In connection with the IPO, we entered into additional throughput and deficiency agreements with BP Products for each of our three wholly owned pipeline systems: BP2, River Rouge and Diamondback. Under these fee-based agreements, we provide transportation services to BP Products, in exchange for BP Products’ commitment to pay us the applicable tariff rates for the minimum monthly volumes, whether or not such volumes are physically shipped by BP Products through our pipelines. BP Products is allowed to make up for the monthly deficiency within the same calendar year during the initial term ending December 31, 2020. Adjustment to the monthly deficiency payments remitted to us by BP Products, if any, is determined at the end of each calendar year based on the actual volume transported during such period. Our revenue from related parties was $113,603 , $105,947 and $98,158 for the years ended December 31, 2018, 2017 and 2016, respectively. We recognized $7,973 and $787 of deficiency revenue under the throughput and deficiency agreements with BP Products for the years ended December 31, 2018 and 2017, respectively. At December 31, 2018 and 2017, there was $1,067 and $0 deferred revenue and credits recorded in relation to these agreements, and we have recorded $0 and $174 in Accounts payable – related parties for the net adjustment to the monthly deficiency payments received from BP Products during 2018 and 2017. Related Party Expenses All employees performing services on behalf of our operations are employees of our Parent. Our Parent also procures our insurance policies on our behalf and performs certain general corporate functions for us related to finance, accounting, treasury, legal, information technology, human resources, shared services, government affairs, insurance, health, safety, security, employee benefits, incentives, severance and environmental functional support. Personnel and operating costs incurred by our Parent on our behalf are included in either Operating expenses – related parties or General and administrative – related parties in the consolidated statements of operations, depending on the nature of the service provided. During the Predecessor period from January 1, 2017 through October 29, 2017 and for the year ended December 31, 2016, we were allocated operating and indirect general corporate expenses incurred by our Parent. These allocated expenses related primarily to insurance and the wages and benefits of our Parent’s employees that support our operations. Expenses incurred by our Parent on our behalf have been allocated to us on the basis of direct usage when identifiable. Costs incurred by our Parent that could not be determined to relate to us by specific identification were allocated to us primarily on the basis of headcount, throughput volumes, miles of pipe and other measures. The expense allocations were determined on a basis that both we and our Parent consider to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented. The allocations may not, however, fully reflect the expenses we would have incurred as a separate, publicly traded company for the periods presented. Subsequent to the IPO, we pay BP Pipelines an annual fee of $13,300 in the form of monthly installments under the omnibus agreement for general and administrative services provided by BP Pipelines and its affiliates. The annual fee will be adjusted to $13,600 per year, payable in equal monthly installments, beginning on January 1, 2019. We also reimburse BP Pipelines for personnel and other costs related to the direct operation, management and maintenance of the assets and services and certain direct or allocated costs and expenses incurred by BP Pipelines or its affiliates on our behalf pursuant to the terms in the omnibus agreement. During the years ended December 31, 2018, 2017 and 2016, we recorded the following amounts for related party expenses, which also included the expenses related to pension and retirement savings plans and share-based compensation discussed below: Partnership Predecessor Predecessor Years Ended December 31, October 30, 2017 - December 31, 2017 January 1, 2017 - October 29, 2017 Years Ended December 31, 2018 2017 2016 Operating expenses—related parties $ 5,006 $ 7,073 $ 731 $ 6,342 $ 6,030 Maintenance expenses—related parties 97 461 79 382 455 General and administrative—related parties 14,072 6,670 2,357 4,313 7,990 Total operating, maintenance, and general corporate costs—related parties $ 19,175 $ 14,204 $ 3,167 $ 11,037 $ 14,475 Pension and Retirement Savings Plans Employees who directly or indirectly support our operations participate in the pension, post-retirement health insurance, and defined contribution benefit plans sponsored by our Parent. Pension and defined contribution benefit plan expenses prior to the IPO were allocated to us and included in General and administrative – related parties or Operating expenses – related parties on the consolidated statements of operations, depending on the nature of the employee’s role in our operations. Subsequent to the IPO, our portion of the pension and defined contribution benefit plan expense is charged to us by our Parent under the omnibus agreement through the annual general and administrative fees or direct reimbursement. Share-based Compensation Our Parent operates share option plans and equity-settled employee share plans. These plans typically have a three -year performance or restricted period during which the units accrue net notional dividends, which are treated as having been reinvested. Leaving employment will normally preclude the conversion of units into shares, but special arrangements apply for participants that leave for qualifying reasons. Certain employees of our Parent supporting our operations were historically granted these types of awards. Prior to the IPO, these share-based compensation costs were allocated to us as part of the cost allocations from our Parent. These costs were $214 and $229 for the years ended December 31, 2017 and 2016, respectively, recorded in General and administrative – related parties on the consolidated statements of operations. After the IPO, the share-based compensation related to the employees of our Parent who provide services to us is charged to the Partnership pursuant to the terms of the omnibus agreement. The Partnership also issued its own unit-based compensation under our long term incentive plan. See Note 15 - Unit-Based Compensation. Non-controlling Interests Non-controlling interests consist of the 80% ownership interest in Mardi Gras retained by our Parent upon the completion of the IPO and held at December 31, 2017 and the 35% ownership interest held at December 31, 2018 after completion of the acquisition on October 1, 2018. Net income attributable to non-controlling interests is the product of the non-controlling interests ownership percentage and the net income of Mardi Gras. We report Non-controlling interests as a separate component of equity on our consolidated balance sheets and Net income attributable to non-controlling interests on our consolidated statements of operations. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Net Income Per Limited Partner Unit For the period from January 1, 2017 through October 29, 2017 and the years ended December 31, 2016, we were wholly owned by our Parent, and we did not have units outstanding. Accordingly, we have not presented net income per unit for those periods. The following tables show the allocation of net income to arrive at net income per limited partner unit for the period for the year ended December 31, 2018 and the period from October 30, 2017 through December 31, 2017: For the years ended December 31, 2018 2017* Net income attributable to the Partnership $ 133,057 $ 21,775 Less: Incentive distribution rights currently held by the General Partner — — Limited partners' distribution declared on common units 59,344 9,415 Limited partners' distribution declared on subordinated units 59,341 9,415 Net income attributable to the Partnership in excess of distributions $ 14,372 $ 2,945 * Represents the period from October 30, 2017 through December 31, 2017 For the year ended December 31, 2018 General Partner Limited Partners' Common Units Limited Partners' Subordinated Units Total (in thousands of dollars, unless otherwise indicated) Distributions declared $ — $ 59,344 $ 59,341 $ 118,685 Net income attributable to the Partnership in excess of distributions — 7,186 7,186 14,372 Net income attributable to the Partnership $ — $ 66,530 $ 66,527 $ 133,057 Weighted average units outstanding (in thousands): Basic 52,378 52,376 104,754 Diluted 52,378 52,376 104,754 Net income per limited partner unit (in dollars): Basic $ 1.27 $ 1.27 Diluted $ 1.27 $ 1.27 October 30, 2017 - December 31, 2017 General Partner Limited Partners' Common Units Limited Partners' Subordinated Units Total (in thousands of dollars, unless otherwise indicated) Distributions declared $ — $ 9,415 $ 9,415 $ 18,830 Net income attributable to the Partnership in excess of distributions — 1,473 1,472 2,945 Net income attributable to the Partnership $ — $ 10,888 $ 10,887 $ 21,775 Weighted average units outstanding (in thousands): Basic 52,376 52,376 104,752 Diluted 52,376 52,376 104,752 Net income per limited partner unit (in dollars): Basic $ 0.21 $ 0.21 Diluted $ 0.21 $ 0.21 On January 17, 2019, the board of directors of our general partner declared a quarterly cash distribution of $0.3015 per limited partner unit to unitholders of record on January 31, 2019, for the period from October 1 through December 31, 2018. This distribution was paid on February 14, 2019. On November 15, 2018, we paid a quarterly cash distribution of $0.2915 per limited partner unit to unitholders of record on November 1, 2018, for the period from July 1 through September 30, 2018. On August 15, 2018, we paid a quarterly cash distribution of $0.2725 per limited partner unit to unitholders of record on August 1, 2018, for the period from April 1 through June 30, 2018. On May 15, 2018, we paid a quarterly cash distribution of $0.2675 per limited partner unit to unitholders of record on May 1, 2018, for the period from January 1 through March 31, 2018. On February 15, 2018, we paid a quarterly cash distribution of $0.179755 per limited partner unit to unitholders of record on February 1, 2018, for the prorated period from October 30 through December 31, 2017. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. The carrying amounts of our accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short term nature. The carrying value of borrowings under our revolving credit facility as of December 31, 2018 and 2017 approximate fair value as the interest rates are reflective of market rates. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to our IPO, the Predecessor was a part of BPA and was included in the income tax returns of BPA. Our tax provision prior to the IPO was prepared on a separate return basis, as if the Predecessor was a separate group of companies under common ownership. Our operations were treated as if they were filing on a consolidated basis for U.S. federal tax purposes. Income taxes paid during the Predecessor periods were not reflected in a supplemental disclosure on the consolidated statements of cash flows as the Predecessor, which was derived from the assets within BPA, did not historically remit federal or state tax payments on a standalone basis. BP Midstream Partners LP is not a taxable entity for U.S. federal and state income tax purposes. Taxes on our net income are generally borne by our partners through the allocation of taxable income. The financial statements, therefore, do not include a provision for income tax after the IPO. The following table reflects the components of income tax expense for the period from January 1, 2017 through October 29, 2017, and the year ended December 31, 2016: January 1, 2017 - October 29, 2017 Year Ended December 31, 2017 2016 Current tax expense: U.S. federal $ 20,890 $ 24,125 U.S. state 3,975 4,660 Total current tax expense 24,865 28,785 Deferred tax expense: U.S. federal 381 571 U.S. state 72 109 Total deferred tax expense 453 680 Total income tax expense $ 25,318 $ 29,465 Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to the pre-tax income for the period from January 1, 2017 through October 29, 2017, and the year ended December 31, 2016 as a result of the following: January 1, 2017 - October 29, 2017 Year Ended December 31, 2017 2016 Statutory U.S. federal income taxes / rate $ 22,685 35.0 % $ 26,367 35.0 % State income taxes, net of federal benefit 2,633 4.1 % 3,098 4.1 % Total income taxes / effective tax rates $ 25,318 39.1 % $ 29,465 39.1 % We had no tax effects of temporary differences that have given rise to deferred tax assets and deferred tax liabilities as of December 31, 2018 or 2017. For the periods prior to the IPO, we expected to realize our deferred tax assets through the reversal of existing taxable temporary differences and future taxable income. Therefore, a valuation allowance was not established against any deferred tax assets. We considered the reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of October 29, 2017, we had $6,312 net deferred tax liabilities. These deferred tax liabilities, along with working capital and other balances were not contributed to the Partnership. The account retained by our Parent are reflected as an equity distribution. We did not record a liability for uncertain tax positions as of October 29, 2017 or December 31, 2016. There were no reductions to the balances for settlements with tax authorities or expiration of statutory limitations. As of December 31, 2018, the IRS was in the process of auditing the U.S. consolidated returns of BPA for 2014 through 2016. BPA is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2014. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, we are party to ongoing legal proceedings in the ordinary course of business. For each of our outstanding legal matters, if any, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. While the outcome of these proceedings cannot be predicted with certainty, we do not believe the results of these proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or liquidity. Indemnification Under our omnibus agreement, our Parent will indemnify us for certain environmental liabilities, litigation and other matters attributable to the ownership or operation of our assets prior to the closing of the IPO. For the purposes of determining the indemnified amount of any loss suffered or incurred by the Partnership, the Partnership’s ownership of 28.5% in Mars, 65% in Mardi Gras, and Mardi Gras’ 56% ownership in Caesar, 53% ownership in Cleopatra, 65% ownership in Endymion and 65% ownership in Proteus, will be taken into account. Indemnification for certain identified environmental liabilities is subject to a cap of $25.0 million without any deductible. Other matters covered by the omnibus agreement are subject to a cap of $15.0 million and an aggregate deductible of $0.5 million before we are entitled to indemnification. Indemnification for any unknown environmental liabilities is limited to liabilities due to occurrences prior to the closing of the IPO and that are identified before the third anniversary of the closing of the IPO. The interest purchase agreement, dated October 1, 2018, contains customary representations, warranties and covenants of our Parent and the Partnership. Our Parent, on the one hand, and the Partnership, on the other hand, have agreed to indemnify each other and their respective affiliates, officers, directors and other representatives against certain losses, including those resulting from any breach of their representations, warranties or covenants contained in the interest purchase agreement, subject to certain limitations and survival periods. This agreement covers the Partnership’s ownership of 22.7% in Ursa and 25% in KM Phoenix. Environmental Matters We are subject to federal, state, and local environmental laws and regulations. We record provisions for environmental liabilities based on management’s best estimates, using all information that is available at the time. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. We are indemnified by our Parent under the omnibus agreement against environmental cleanup costs for incidents that occurred prior to the IPO. Subsequent to the IPO, revisions to the estimated environmental liability for conditions that are not indemnified under the omnibus agreement with our Parent are reflected in our consolidated statements of operations when they are probable and reasonably estimable. We accrued $3,853 and $4,438 for environmental liabilities at December 31, 2018 and 2017, respectively. The balances are related to incidents that occurred prior to the IPO and will be entirely indemnified by our Parent. As a result, we recorded corresponding indemnification assets of $3,853 and $4,438 on the consolidated balance sheet as of December 31, 2018, and 2017, respectively. Leases and Service Agreements We hold easements or rights-of-way, ("ROWs") arrangements from landowners permitting the use of land for the construction and operation of our pipeline systems. We also have long-term operating lease commitments for land, buildings, offices and vehicles, as well as a service contract for maintenance at BP2. We incurred operating lease expenses, service contract expenses and ROWs expenses of $162 , $104 and $107 for the years ended December 31, 2018, 2017 and 2016, respectively. Such amounts are included in Operating expenses – third parties on the consolidated statements of operations. At December 31, 2018, our future minimum commitment for leases and contracts with non-cancelable terms in excess of one year is as follows: Total Less than 1 year Years 2 to 3 Years 4 to 5 More than 5 years Operating leases and ROWs $ 3,094 $ 119 $ 203 $ 174 $ 2,598 Service contract 123 106 17 — — Total $ 3,217 $ 225 $ 220 $ 174 $ 2,598 |
Transactions with Major Custome
Transactions with Major Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Transactions with Major Customers and Concentration of Credit Risk | Transactions with Major Customers and Concentration of Credit Risk Our Parent accounted for 97.6% , 98.0% and 95.3% of our total revenues for the years ended December 31, 2018, 2017 and 2016, respectively. We are potentially exposed to concentration of credit risk primarily through our accounts receivable from our Parent for the pipeline transportation services that we provide. These receivables have payment terms of 30 days or less. We have no history of collectability issues with our Parent. We have a concentration of trade receivables due from customers in the oil and gas industry, which may impact our overall exposure to credit risk as they may be similarly affected by changes in economic, regulatory and other factors. We manage our exposure to credit risk through credit analysis, credit limit approvals and monitoring procedures, and for certain transactions, we may request letters of credit, prepayments or guarantees. As of December 31, 2018 and 2017, there were no such arrangements. We have concentrated credit risk for cash by maintaining deposits with an affiliate of BP and a major bank. Amounts on deposit in the major bank may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation ("FDIC"). We monitor the financial health of the affiliate and major bank and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. At December 31, 2018 and 2017, we had $56,720 and $32,694 in cash and cash equivalents in excess of FDIC limits, respectively. |
Unit-Based Compensation
Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unit-Based Compensation | Unit-Based Compensation Long-Term Incentive Plan On October 26, 2017, we adopted BP Midstream Partners LP 2017 Long Term Incentive Plan (the “LTIP”). Awards under the LTIP are available for eligible officers, directors, employees and consultants of the General Partner and its affiliates, who perform services for the Partnership. The LTIP allows the Partnership to grant unit options, unit appreciation rights, restricted units, phantom units, unit awards, cash awards, performance awards, distribution equivalent rights, substitute awards and other unit-based awards. The maximum aggregate number of common units that may be issued pursuant to the awards granted under the LTIP shall not exceed 5,502,271 , subject to proportionate adjustment in the event of unit splits and similar events. Unit-Based Awards under the LTIP In the second quarter of 2018, we granted 3,737 phantom units to one of our independent directors in connection with her appointment to our board. These phantom units have an aggregate fair value of $75 on the respective grant date. These phantom units will vest on the first anniversary of the date of grant. As a part of the phantom unit awards, the grantees will also receive distribution equivalent rights that entitle them, prior to vesting, with distributions for the same amounts that are distributed to the common unit holders. Distribution equivalent rights accrue in the form of either cash or additional phantom units. These phantom units do not convey voting rights. The following is a summary of phantom unit award activities of the Partnership’s common units in 2018: Phantom Units Number of Units Weighted Average Grant Date Fair Value per Unit (in dollars) Outstanding at December 31, 2017 8,468 $ 17.48 Granted 3,737 20.07 Vested (8,468 ) 17.48 Outstanding at December 31, 2018 3,737 $ 20.07 Total compensation expense recognized for phantom unit awards were $177 , $19 and $0 for 2018, 2017 and 2016, respectively. These amounts are included in General and administrative – related parties on the consolidated statements of operations. The unrecognized compensation cost related to phantom unit awards was $27 at December 31, 2018, which is expected to be recognized over a weighted average period of 0.4 years. There were no forfeitures in the year ended December 31, 2018. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Variable Interest Entity Mardi Gras is a Delaware corporation and a pass-through entity for federal and state income tax purposes. Mardi Gras holds equity interests in the Mardi Gras Joint Ventures and accounts for them as equity method investments. Mardi Gras does not have any other operations or activities. The remaining interests in each of the Mardi Gras Joint Ventures are owned by unaffiliated third-party investors. Each of the Mardi Gras Joint Ventures is managed by their respective management committee, and decisions made by these management committees require approval of two or more members that are not affiliates with equity interest holdings meeting certain thresholds. On October 30, 2017, our Parent contributed to us 20% of its economic interest and 100% of its managing member interest in Mardi Gras. The remainder of the economic interest in Mardi Gras was held 79% by BP Pipelines and 1% by an affiliate of BP. Through our managing member interest in Mardi Gras, we have the right to vote 100% of Mardi Gras’ interest in each of the Mardi Gras Joint Ventures. We determined that Mardi Gras is a variable interest entity because (i) we hold disproportional voting rights as compared to our economic interest in Mardi Gras, and (ii) substantially all of Mardi Gras’ activities involve or are conducted on behalf of our Parent, which holds disproportionately few voting rights. On October 1, 2018, pursuant to the Interest Purchase Agreement with BP Products, BP Offshore, and BP Pipelines we completed the acquisition of an additional 45% interest in Mardi Gras from BP Pipelines. This reduced the non-controlling interest on Mardi Gras from 80% to 35% . The managing member interest in Mardi Gras provides us with the unilateral power to direct the activities of Mardi Gras that most significantly impacts its economic performance including the right to exercise the voting rights of BP for each of the Mardi Gras Joint Ventures. In addition, our obligations to absorb the expected losses of and the right to receive the residual returns from Mardi Gras relative to our economic ownership is significant to Mardi Gras. As a result, we are the primary beneficiary of Mardi Gras and consolidate Mardi Gras. We have the obligation to provide financial support to Mardi Gras if all of its members unanimously determine that additional capital contributions are necessary to fund Mardi Gras’ operations. The assets of Mardi Gras can only be used to satisfy its own obligations, which were zero at December 31, 2018 and 2017. Under the current limited liability company agreement of Mardi Gras, creditors of Mardi Gras, if any, do not have any recourse to the general credit of the Partnership. The financial positions of Mardi Gras at December 31, 2018 and 2017 and its financial performance and cash flows for the years then ended, as reflected in our consolidated financial statements, are as follows: As of December 31, 2018 2017 Balance sheet Equity method investments $ 402,783 $ 422,438 Non-controlling interests $ 140,974 $ 342,330 For the Year Ended December 31, 2018 October 30, 2017 - December 31, 2017 Statement of operations Income from equity method investments $ 47,936 $ 10,123 Less: Net income attributable to non-controlling interests 32,619 8,099 Net impact on Net income attributable to the Partnership $ 15,317 $ 2,024 For the Year Ended December 31, 2018 October 30, 2017 - December 31, 2017 Statement of cash flows Cash flows from operating activities Distributions of earnings received from equity method investments $ 47,936 $ 10,123 Cash flows from investing activities Distribution in excess of earnings from equity method investments 19,655 7,242 Cash flows from financing activities Distributions of prorated fourth quarter joint venture dividends to prior owners — (5,474 ) Distributions to non-controlling interests (46,412 ) (9,513 ) Cash flows used in financing activities (46,412 ) (14,987 ) Net change on BPMP's cash and cash equivalents $ 21,179 $ 2,378 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events through the issuance of these consolidated financial statements. Based on this evaluation, it was determined that no subsequent events occurred, other than the items noted below, that require recognition or disclosure in the consolidated financial statements. Distribution On February 14, 2019, we paid a cash distribution of $0.3015 per limited partner unit to unitholders of record on January 31, 2019, for the period from October 1 through December 31, 2018. The total distribution paid was $31.6 million , with $14.4 million to our non-affiliated common unitholders and $17.2 million to BP Holdco for its ownership of our common and subordinated units. Credit Facility Waiver On February 20, 2019, we entered into a Credit Facility Waiver Agreement (“Waiver”) whereby the lender agreed to waive certain terms on our outstanding $468.0 million borrowings. The original loan repayment date of March 29, 2019 is waived and amended and modified to April 1, 2020. Current accrued interest will be due on March 29, 2019 and thereafter accrued interest will be paid on the 25th day of April, July, October and January of each year. Any remaining interest will be paid on April 1, 2020. All other terms of the credit facility remain the same. Pursuant to this waiver, we have classified the $468.0 million outstanding as Long-term debt on our consolidated balance sheet at December 31, 2018. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) (in thousands of dollars, except for per unit data) Total Revenues Income before Income Taxes Net Income Net Income Attributable to Partnership Limited Partners' Interest in Net Income Attributable to Partnership Net Income per Common Unit – Basic and Diluted (in dollars) 2018 First $ 26,619 $ 40,708 $ 40,708 $ 30,539 $ 30,539 $ 0.29 Second 28,935 40,192 40,192 30,470 30,470 0.29 Third 32,074 43,491 43,491 35,219 35,219 0.34 Fourth 28,811 41,285 41,285 36,829 36,829 0.35 2017 First $ 26,643 $ 20,182 $ 12,299 * * * Second 26,885 20,307 12,374 * * * Third 27,016 18,952 11,549 * * * Fourth 27,607 34,853 32,754 29,874 (1 ) 21,775 (1 ) 0.21 (1 ) * Information is not applicable for the periods prior to the IPO. (1) Subsequent to the IPO. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission (“SEC”). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, the single source of accounting principles generally accepted in the United States (“GAAP”). Prior to the IPO on October 30, 2017, our financial position, results of operations and cash flows consisted of the Predecessor's operations, which represented a combined reporting entity. All intercompany accounts and transactions within the Predecessor’s financial statements have been eliminated for all periods presented. The assets and liabilities contributed to us by the Predecessor have been reflected on the historical cost basis on the consolidated financial statements. Immediately prior to the IPO, the Predecessor’s assets and liabilities were transferred to the Partnership within our Parent’s consolidated group in a transaction under common control. Subsequent to the IPO, our financial position, results of operations and cash flows consist of consolidated BP Midstream Partners LP activities and balances. Prior to the IPO, our consolidated statements of operations also include expense allocations to the Predecessor for certain functions performed by our Parent on our behalf, including allocations of general corporate expenses related to finance, accounting, treasury, legal, information technology, human resources, shared services, government affairs, insurance, health, safety, security, employee benefits, incentives, severance and environmental functional support. The portion of expenses that are specifically identifiable to the Wholly Owned Assets are directly recorded to the Predecessor, with the remainder allocated on the basis of headcount, throughput volumes, miles of pipe and other measures. Our management believes the assumptions underlying the financial statements, including the assumptions regarding the allocation of general corporate expenses from our Parent, are reasonable. Nevertheless, the financial statements may not include all of the expenses that would have been incurred, had we been a stand-alone entity during the periods prior to the IPO and may not reflect our financial position, results of operations and cash flows, had we been a stand-alone entity during such periods. See Note 9 - Related Party Transactions . Prior to the IPO, the Wholly Owned Assets did not own or maintain separate bank accounts. Our Parent used a centralized approach to cash management and historically funded our operating and investing activities as needed within the boundaries of a documented funding agreement. Accordingly, cash held by our Parent at the corporate level was not allocated to us for any of the periods prior to the IPO. During such periods, we reflected the cash generated by our operations and expenses paid by our Parent on our behalf as a component of Net parent investment on our consolidated balance sheets, and as a net distribution to our Parent on our consolidated statements of cash flows. We also did not included any interest income on the net cash transfers to our Parent. In connection with the IPO, we established our own cash accounts for the funding of our operating and investing activities. See Note 3 - Acquisitions for additional details. All financial information presented for the periods after the IPO represents the consolidated results of operations, financial position and cash flows of the Partnership. Accordingly: • Our consolidated statements of operations and cash flows for the year ended December 31, 2018 consist of the consolidated results of the Partnership. Our consolidated statements of operations and cash flows for the year ended December 31, 2017 consist of the consolidated results of the Partnership for the period from October 30, 2017 through December 31, 2017, and the combined results of the Predecessor for the period from January 1, 2017 through October 29, 2017. Our consolidated statements of operations and cash flows for the years ended December 31, 2016 consists entirely of the combined results of the Predecessor. • Our consolidated balance sheet at December 31, 2018 and 2017 consists of the consolidated balances of the Partnership. • Our consolidated statement of changes in equity for the year ended December 31, 2018 consists of the consolidated activities for the Partnership, and 2017 consists of both the combined activities for the Predecessor prior to October 30 2017, and the consolidated activities for the Partnership completed at and after the IPO on October 30, 2017. Our consolidated statements of changes in equity for the years ended December 31, 2016 consists entirely of the combined activities of the Predecessor. |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include all subsidiaries, where the Partnership has control and a variable interest entity ("VIE") of which we are the primary beneficiary. The assets and liabilities in the consolidated financial statements have been reflected on a historical basis. All inter-company accounts and transactions are eliminated upon consolidation. We evaluate our ownership, contractual arrangements and other interests in entities to determine if these entities are VIEs and whether we are the primary beneficiary of the VIE. In determining whether we are the primary beneficiary of a VIE and therefore required to consolidate the VIE, we apply a qualitative approach that determines whether we have both (1) the power to direct the activities of the VIE that most significantly impact the economic performance and (2) the obligation to absorb the majority of losses of or the rights to receive the majority of the benefits from the VIE that could potentially be significant to the VIE. We continuously assess whether we are the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in the consolidation or deconsolidation, as the case may be, of such VIE. We consolidate BP2, River Rouge and Diamondback, as we control these entities through 100% of the ownership interest. We control and consolidate Mardi Gras via an agreement between us and our Parent, under which we have the right to vote 100% of Mardi Gras' interests in each of the Mardi Gras Joint Ventures. We have determined that we are the primary beneficiary of Mardi Gras. See Note 16 - Variable Interest Entity for further discussion. |
Net Parent Investment | Net Parent Investment Net parent investment represents our Parent’s historical investment in us, our accumulated net earnings after taxes, and the net effect of transactions with and allocations from our Parent through October 29, 2017. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported on the consolidated financial statements and disclosures included in the accompanying notes. Actual results could differ from these estimates. |
Common Control Transactions | Common Control Transactions Assets and businesses acquired from our Parent and its subsidiaries are accounted for as common control transactions whereby the net assets acquired are included in our consolidated balance sheets at their historical carrying value. If any recognized consideration transferred in such a transaction exceeds the historical carrying value of the net assets acquired, the excess is treated as a capital distribution to our Parent, similar to a dividend. If the historical carrying value of the net assets acquired exceeds any recognized consideration transferred including, if applicable, the fair value of any limited partner units issued, such excess is treated as a capital contribution from our Parent. |
Revenue Recognition | Revenue Recognition We adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), applying the modified retrospective transition method, which required us to apply the new standard to (i) all revenue contracts entered into, and (ii) revenue contracts which were not completed as of January 1, 2018. ASC 606 replaces existing revenue recognition requirements in GAAP and requires us to recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer. ASC 606 also requires certain disclosures regarding qualitative and quantitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of ASC 606 did not result in a transition adjustment nor did it have a material impact on the timing or amount of our revenue recognition. Please see Note 4 - Revenue Recognition for further discussion |
Equity Method Investments | Equity Method Investments We account for an investment under the equity method if we have the ability to exercise significant influence, but not control, over the investee. Under the equity method of accounting, the investment is recorded at its initial carrying value on the consolidated balance sheets and is adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses, which is recorded as a component of Income from equity method investments on the consolidated statements of operations. We evaluate equity method investments for impairment when events or changes in circumstances indicate, in our management’s judgment, that a decline in value is other than temporary. Factors that may indicate that a decline in value is other than temporary include a deterioration in the financial condition of the investee, decisions to sell the investee, significant losses incurred by the investee, a change in the economic environment that is expected to adversely affect the investee’s operations, an investee’s loss of a principal customer or supplier and an investee’s recording of impairment charges. If we determine that a decline in value is other than temporary, the investment is written down to its fair value, which establishes the investment’s new cost basis. |
Property, plant and equipment | Property, plant and equipment Our property, plant and equipment is recorded at its historical cost of construction, or the carrying value of the transferring entity in a transaction under common control, or at fair value in a business combination. We record depreciation using the straight-line method with the following useful lives: Depreciable Land — ROW assets — Buildings and improvements 16 - 40 Pipelines and equipment 17 - 40 Other 4 - 23 Construction in progress — Upon the sale or retirement of property, plant and equipment, the cost and related accumulated depreciation are removed, and any resulting gain or loss is recorded on the consolidated statements of operations. Ordinary maintenance and repair costs are generally expensed as incurred. Such costs are recorded in Maintenance expenses- third parties and Maintenance expenses-related parties on our consolidated statements of operations. Costs of major renewals, betterments and replacements are capitalized as Property, plant and equipment. For constructed assets, we capitalize all construction-related direct labor and material costs, as well as indirect construction costs. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We evaluate long-lived assets of identifiable business activities for impairment when events or changes in circumstances indicate, in our management’s judgment, that the carrying value of such assets may not be recoverable. These events include market declines that are believed to be other than temporary, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset and adverse changes in the legal or business environment, such as adverse actions by regulators. If an event occurs, which is a determination that involves judgment, we evaluate the recoverability of our carrying values of an asset group based on the long-lived assets’ ability to generate future cash flows on an undiscounted basis. If the carrying amount is higher than the undiscounted cash flows, we further evaluate the impairment loss by comparing management’s estimate of the fair value of the assets to the carrying value of such assets. We record a loss for the amount that the carrying value exceeds the estimated fair value. |
Cash Equivalents | Cash Equivalents Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and will mature within 90 days or less from the date of acquisition. We record cash equivalents, if any, at its carrying value, which approximates its fair value. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent valid claims against customers for services rendered, net of allowances for doubtful accounts. We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments and other forms of collateral, when appropriate. We establish provisions for losses on accounts receivable due from shippers if we determine that we will not collect all or part of the outstanding balance. Outstanding customer receivables are regularly reviewed for possible nonpayment indicators, and allowances for doubtful accounts are recorded based upon management’s estimate of collectability at each balance sheet date. At December 31, 2018 and 2017, our allowance for doubtful account balances were zero . |
Income Taxes | Income Taxes Prior to the IPO on October 30, 2017, the Predecessor was not a standalone entity for income tax purposes and was included as part of BPA federal income tax returns. Our provision for income taxes was prepared on a separate return basis with consideration to the tax laws and rates applicable in the jurisdictions in which we operated and earned income. We used the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities were recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of the existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities were measured by applying the expected enacted income tax rates to taxable income in the years in which those differences were expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates was recognized in the results of operations in the period that included the enactment date. The realizability of deferred tax assets was evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold was not met, a valuation allowance would be recorded. Prior to the IPO, we would recognize the impact of an uncertain tax position only if it was more likely than not of being sustained upon examination by the relevant taxing authority based on the technical merits of the position. There were no uncertain tax positions recorded for the Predecessor at the end of each period presented. Had there been any uncertain tax positions, our policy was to classify interest and penalties as a component of income tax expense. BP Midstream Partners LP is treated as a partnership for federal and state income tax purposes, with each partner being separately taxed on its share of taxable income. Therefore, we have excluded income taxes from these financial statements subsequent to the IPO date of October 30, 2017. The deferred tax liability of the Predecessor was removed from our consolidated balance sheets with an offset to equity at that date. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations represent legal and constructive obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the asset. We record liabilities for obligations related to the retirement and removal of long-lived assets used in our businesses at fair value on a discounted basis when they are incurred and can be reasonably estimated. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities increase due to the change in their present value, and the initial capitalized costs are depreciated over the useful lives of the related assets. The liabilities are eventually extinguished when settled at the time the asset is taken out of service. Although the Wholly Owned Assets will be replaced as needed, the pipelines will continue to exist for an indefinite period of time. Therefore, there is uncertainty around the asset retirement settlement dates. As a result, we determined that there is not sufficient information to make a reasonable estimate of the asset retirement obligations for the Wholly Owned Assets, and we did not recognize any asset retirement obligations as of December 31, 2018 and 2017. We will continue to evaluate our asset retirement obligations and future developments that could impact the amounts we record. |
Legal | Legal We are subject to litigation and regulatory proceedings as the result of our business operations and transactions. We utilize both internal and external counsel in evaluating our potential exposure to adverse outcomes from orders, judgments or settlements. In general, we expense legal costs as incurred. |
Environmental Matters | Environmental Matters We are subject to federal, state, and local environmental laws and regulations. These laws require us to take future action to remediate the effects on the environment of prior disposal or release of chemicals or petroleum substances by us or other parties. Environmental expenditures that are required to obtain future economic benefits from its assets are capitalized as part of those assets. Expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future earnings shall be expensed, unless already provisioned for, which then shall be charged against provisions. Provisions are recognized when we have a present legal or constructive obligation as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. We do not discount environmental liabilities, and we record environmental liabilities when environmental assessments and/or remedial efforts are probable, and when we can reasonably estimate the costs. In making environmental liability estimations, we consider the material effect of environmental compliance, pending legal actions against us and potential third-party liability claims. Often, as the remediation evaluation and effort progresses, additional information is obtained, requiring revisions to estimated costs. Generally, our recording of these provisions coincides with our commitment to a formal plan of action, or if earlier, on the closure or divestment of inactive sites. We recognize receivables for anticipated associated insurance recoveries when such recoveries are deemed to be probable. The ultimate requirement for remediation and its cost are inherently difficult to estimate. We believe that the outcome of these uncertainties should not have a material adverse effect on our financial condition, cash flows, or operating results. Our existing environmental conditions prior to the IPO are obligations contributed to us by the prior operator of these facilities, BP Pipelines, who has agreed to indemnify us with respect to such conditions under the terms of an omnibus agreement that we entered into in connection with the IPO. For provisions related to such conditions, we record indemnification assets in our consolidated balance sheets in the amounts that equal the provisions. Subsequent to the IPO, revisions to the estimated environmental liability for conditions that are not indemnified under the omnibus agreement with our Parent are reflected in our consolidated statements of operations when they are probable and reasonably estimable. For additional information regarding our environmental matters, see Note 13 - Commitments and Contingencies . |
Other Contingencies | Other Contingencies We recognize liabilities for contingencies when we have an exposure that indicates it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Where the most likely outcome of a contingency can be reasonably estimated, we accrue a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than any other, the lower end of the range is accrued. To the extent that actual outcomes differ from our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings will be affected. |
Fair Value Estimates | Fair Value Estimates Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We categorize assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement: • Level 1 inputs are quoted prices in active markets for identical assets or liabilities. • Level 2 inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset or liability. • Level 3 inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or our assumptions about pricing by market participants. We classify the fair value of an asset or liability based on the lowest level of input significant to its measurement. A fair value initially reported as Level 3 will be subsequently reported as Level 2 if the unobservable inputs become inconsequential to its measurement, or corroborating market data becomes available. Asset and liability fair values initially reported as Level 2 will be subsequently reported as Level 3 if corroborating market data becomes unavailable. |
Net Income per Unit | Net Income per Unit Net income per unit applicable to common limited partner units and to subordinated limited partner units is computed by dividing the respective limited partners’ interest in net income for the period subsequent to the IPO by the weighted average number of common units and subordinated units, respectively, outstanding for the period. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units, subordinated units and incentive distribution rights. |
Unit-Based Compensation | Unit-Based Compensation The fair value of phantom unit awards granted to non-employee directors is based on the fair market value of our common units on the date of grant. Our unit-based compensation expenses are recognized ratably over the vesting term of the awards. We have elected to recognize the impact of forfeitures only when they occur. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standards Adopted as of December 31, 2018 In January 2017, the FASB issued ASU 2017-01 to Topic 805, "Business Combinations," to clarify the definition of a business and to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This provision is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We have early adopted this ASU and applied it to the acquisitions described in Note 3 - Acquisitions . In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 to defer the adoption date for ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, for public business entities and to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019 for all other entities. ASU 2014-09 was further amended in March 2016 by the provisions of ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” in April 2016 by the provisions of ASU 2016-10, “Identifying Performance Obligations and Licensing,” in May 2016 by the provisions of ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” in December 2016 by the provisions of ASU 2016-20, “Technical Corrections to Topic 606, Revenue from Contracts with Customers” and in September 2017 by the provisions of ASU 2017-13 “Revenue Recognition (Topic 605) and Revenue from Contracts with Customers (Topic 606).” We transitioned from an emerging growth company to a large accelerated filer as of December 2018 and we adopted the new standard and all of its amendments as of January 1, 2018. The adoption of ASC 606 did not result in a transition adjustment nor did it have a material impact on the timing or amount of our revenue recognition. Please see Note 4 - Revenue Recognition for further discussion. Standards Not Adopted as of December 31, 2018 In February 2016, the FASB issued ASU 2016-02, “Leases,” which improves transparency and comparability among organizations by requiring lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We have completed the evaluation of all contractual arrangements and determined we have certain arrangements that qualify as operating leases under the new standard. We have adopted the new standard as of January 1, 2019 utilizing the modified retrospective approach and the optional transition practical expedient that would not require companies to reconsider its accounting for existing or expired land easements before the adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. The adoption of ASC 842 resulted in the recognition of approximately $0.6 million in right-of-use assets and the same amount of lease liability on our balance sheet for the present value of the rights and obligations. |
Revenue Recognition | Revenue Recognition Topic 606 requires entities to recognize revenue through the application of a five-step model, which includes: (1) identification of the contract; (2) identification of the performance obligations; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations; and (5) recognition of revenue as the entity satisfies the performance obligations. Under Topic 606, we recognize revenue over time or at a point in time, depending on the nature of the performance obligations contained in the respective contract with our customer. A performance obligation is our unit of account and it represents a promise in a contract to transfer goods or services to the customer. The contract transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is allocated to each performance obligation and recognized as revenue when or as the performance obligation is satisfied. The following is an overview of our significant revenue stream, including a description of the respective performance obligations and related methods of revenue recognition. Pipeline Transportation Revenue from pipeline transportation is comprised of tariffs and fees associated with the transportation of liquid petroleum products, generally at published tariffs and in certain instances, revenue from minimum volume commitment contracts at negotiated rates. Tariff revenue is recognized either at the point of delivery or at the point of receipt, pursuant to specifications outlined in the respective tariffs. We record revenue for crude oil, refined products and diluent transportation over the period in which they are earned (i.e., either physical delivery of product has taken place or the services designated in the contract have been performed.) Our services are typically billed on a monthly basis, and we generally do not offer extended payment terms. We accrue revenue based on services rendered but not billed for that accounting month. Billings to BP Products for deficiency volumes under its minimum volume commitments, if any, are recorded as deferred revenue and credits, a contract liability, on our consolidated balance sheets, as BP Products has the right to make up the deficiency volumes within the measurement period specified by the agreements. Deferred revenue under these arrangements was previously recognized into revenue once it was deemed remote that the customer would meet its required annual minimum volume commitments. Under the new revenue standard, we are required to estimate the likelihood that unused volumes will be shipped or forfeited at each reporting period based on additional data that becomes available but only to the extent that a significant reversal of any incremental revenue will not occur. If the customer does satisfy its minimum volume commitment by shipping the deficiency volumes within the same calendar year, it may receive a refund of excess payments. Allowance Oil Our tariff for crude oil transportation at BP2 includes a fixed loss allowance (“FLA”). An FLA factor per barrel, a fixed percentage, is a separate fee that is considered a part of the transaction price under the applicable crude oil tariff to cover evaporation and other losses in transit. The fixed product loss allowance factor intends to cover evaporation, crude viscosity, temperature differences and other losses in transit. Revenue related to allowance oil sales is recognized as a part of the transportation revenue from the shipper during the month the throughput volume is transported on the pipeline. The amount of revenue recognized is a product of the quantity transported, the applicable FLA factor and the settlement price during the month the product is transported. The settlement price for volumes accumulated prior to October 1, 2017 was a summation of the calendar-month average of West Texas Intermediate (“WTI”) on the New York Mercantile Exchange and a differential provided by our Parent. The differential represents the difference in market price between WTI and the type of allowance oil to be settled and the difference in market price between the settlement month and the month prior to settlement. The fluctuation in commodity prices between the month of movement and the month of settlement resulted in an embedded derivative, which we measured along with the allowance oil receivable in their entirety at fair value because the economic characteristics and risks of the embedded derivative were clearly and closely related to the economic characteristics and risks of the host arrangement. The allowance oil volumes accumulated prior to October 1, 2017 were entirely settled upon October 30, 2017. While such volumes were outstanding, we recognized the changes in their fair value in Other income on the consolidated statements of operations. The embedded derivative was not designated as a hedging instrument. The settlement price for volumes accumulated on and after October 1, 2017 is determined using the same equation as the prior periods but with pricing input from the month of movement, instead of the month of settlement, pursuant to a related party agreement that we entered into with our affiliate. The settlement price is fixed and determinable upon the completion of transportation. As a result, the allowance oil balances at December 31, 2017 and onward no longer contain a derivative feature or result in a gain or loss related to the change in its fair value. We now settle the allowance oil at the end of each period; therefore, the balances are entirely recorded in Accounts receivable - related parties after October 1, 2017. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Depreciable Lives | We record depreciation using the straight-line method with the following useful lives: Depreciable Land — ROW assets — Buildings and improvements 16 - 40 Pipelines and equipment 17 - 40 Other 4 - 23 Construction in progress — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue: Disaggregation of Revenue Disaggregation of revenue For the year ended December 31, 2018 Transportation services revenue - third parties $ 2,828 Transportation services revenue - related parties 113,603 Total topic 606 revenue 116,431 Other revenue 8 Total revenue $ 116,439 |
Summary of Remaining Performance Obligation, Expected Timing of Satisfaction | The following table includes estimated revenue associated with contractual minimum volume commitments excluding revenue from fixed loss allowance, based on the practical expedient that we elected to apply as the sales price is based on index-based pricing or variable volume attributes. The fixed portion of our existing customer contracts are summarized in the future performance obligations as of December 31, 2018. The unfulfilled performance obligations included in the table below are expected to be recognized in revenue in the specified periods: Future Performance Obligations Unfulfilled performance obligations As of December 31, 2018 2019 $ 107,517 2020 109,590 Total $ 217,107 |
Summary of Contract with Customer, Assets and Liabilities | The following table provides information about receivables from contracts with customers, contract assets and contract liabilities (in thousands): Contract balances As of December 31, 2018 Receivables from contracts with customers - third parties $ 325 Receivables from contracts with customers - related parties 9,611 Deferred revenue and credits - related parties 1,067 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The table below summarizes the balances and activities related to each of our equity method investments ("EMI") that we recorded for the years ended December 31, 2018 and 2017: 2018 2017 Percentage ownership at year end Cumulative effect of accounting change* Distributions received Income from EMI Carrying value at year end Percentage ownership at year end Distributions received Income from EMI Carrying value at year end Mars 28.5 % $ (2,746 ) $ (47,538 ) $ 43,866 $ 59,143 28.5 % $ (12,540 ) $ 7,793 $ 65,561 Caesar (1) 56.0 % — (20,957 ) 16,761 119,390 56.0 % (5,880 ) 3,344 123,586 Cleopatra (1) 53.0 % — (10,494 ) 6,532 119,550 53.0 % (2,385 ) 1,112 123,512 Proteus (1) 65.0 % — (18,135 ) 12,323 81,332 65.0 % (4,030 ) 2,100 87,144 Endymion (1) 65.0 % — (18,005 ) 12,320 82,511 65.0 % (5,070 ) 3,567 88,196 Others (2) Various — (2,675 ) 2,559 87,113 0.0 % — — — Total Equity Investments $ (2,746 ) $ (117,804 ) $ 94,361 $ 549,039 $ (29,905 ) $ 17,916 $ 487,999 (1) These investments are held by our investment in Mardi Gras which increased to 65% from 20% on October 1, 2018. See Note 3 - Acquisition for further detail. (2) Includes ownership interest in Ursa ( 22.7% ) and KM Phoenix ( 25% ). * The financial results of Mars reflect the adoption of ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" on January 1, 2018 under the modified retrospective transition method through a cumulative adjustment to equity. Our impact from this accounting change to our Mars investment was $(2,746) , offset to partners' capital. Other joint ventures will adopt this ASU on January 1, 2019. The following tables present aggregated selected balance sheet and income statement data for our equity method investments on a 100% basis for the years ended December 31, 2018 and 2017 and as of December 31, 2018 and 2017: For the Year Ended December 31, For the Period from 2018** 2017 October 30, 2017 to December 31, 2017 Statement of operations Revenue $ 470,802 $ 391,301 $ 65,075 Operating expenses 200,901 129,405 21,386 Net income 270,356 262,345 44,131 ** Amounts for the year ended December 31, 2018 include Ursa and KM Phoenix for the entire year. As of December 31, Balance Sheets 2018 2017 Current assets 123,408 127,498 Non-current assets 1,646,324 1,119,882 Current liabilities 35,791 59,324 Non-current liabilities 486,634 234,537 Equity 1,247,307 953,519 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property, plant and equipment consisted of the following: December 31, 2018 2017 Land $ 155 $ 155 ROW assets 1,380 1,380 Buildings and improvements 12,032 12,032 Pipelines and equipment 93,617 92,083 Other 509 509 Construction in progress 277 67 Property, plant and equipment 107,970 106,226 Less: Accumulated depreciation (39,390 ) (36,738 ) Property, plant and equipment, net $ 68,580 $ 69,488 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2018 2017 Current portion of environmental remediation obligation $ 629 $ 1,655 Accrued interest payable - related parties 4,155 159 Other accrued liabilities 2,116 2,667 Accrued liabilities $ 6,900 $ 4,481 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | During the years ended December 31, 2018, 2017 and 2016, we recorded the following amounts for related party expenses, which also included the expenses related to pension and retirement savings plans and share-based compensation discussed below: Partnership Predecessor Predecessor Years Ended December 31, October 30, 2017 - December 31, 2017 January 1, 2017 - October 29, 2017 Years Ended December 31, 2018 2017 2016 Operating expenses—related parties $ 5,006 $ 7,073 $ 731 $ 6,342 $ 6,030 Maintenance expenses—related parties 97 461 79 382 455 General and administrative—related parties 14,072 6,670 2,357 4,313 7,990 Total operating, maintenance, and general corporate costs—related parties $ 19,175 $ 14,204 $ 3,167 $ 11,037 $ 14,475 |
Net Income Per Limited Partne_2
Net Income Per Limited Partner Unit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following tables show the allocation of net income to arrive at net income per limited partner unit for the period for the year ended December 31, 2018 and the period from October 30, 2017 through December 31, 2017: For the years ended December 31, 2018 2017* Net income attributable to the Partnership $ 133,057 $ 21,775 Less: Incentive distribution rights currently held by the General Partner — — Limited partners' distribution declared on common units 59,344 9,415 Limited partners' distribution declared on subordinated units 59,341 9,415 Net income attributable to the Partnership in excess of distributions $ 14,372 $ 2,945 * Represents the period from October 30, 2017 through December 31, 2017 For the year ended December 31, 2018 General Partner Limited Partners' Common Units Limited Partners' Subordinated Units Total (in thousands of dollars, unless otherwise indicated) Distributions declared $ — $ 59,344 $ 59,341 $ 118,685 Net income attributable to the Partnership in excess of distributions — 7,186 7,186 14,372 Net income attributable to the Partnership $ — $ 66,530 $ 66,527 $ 133,057 Weighted average units outstanding (in thousands): Basic 52,378 52,376 104,754 Diluted 52,378 52,376 104,754 Net income per limited partner unit (in dollars): Basic $ 1.27 $ 1.27 Diluted $ 1.27 $ 1.27 October 30, 2017 - December 31, 2017 General Partner Limited Partners' Common Units Limited Partners' Subordinated Units Total (in thousands of dollars, unless otherwise indicated) Distributions declared $ — $ 9,415 $ 9,415 $ 18,830 Net income attributable to the Partnership in excess of distributions — 1,473 1,472 2,945 Net income attributable to the Partnership $ — $ 10,888 $ 10,887 $ 21,775 Weighted average units outstanding (in thousands): Basic 52,376 52,376 104,752 Diluted 52,376 52,376 104,752 Net income per limited partner unit (in dollars): Basic $ 0.21 $ 0.21 Diluted $ 0.21 $ 0.21 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax | The following table reflects the components of income tax expense for the period from January 1, 2017 through October 29, 2017, and the year ended December 31, 2016: January 1, 2017 - October 29, 2017 Year Ended December 31, 2017 2016 Current tax expense: U.S. federal $ 20,890 $ 24,125 U.S. state 3,975 4,660 Total current tax expense 24,865 28,785 Deferred tax expense: U.S. federal 381 571 U.S. state 72 109 Total deferred tax expense 453 680 Total income tax expense $ 25,318 $ 29,465 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to the pre-tax income for the period from January 1, 2017 through October 29, 2017, and the year ended December 31, 2016 as a result of the following: January 1, 2017 - October 29, 2017 Year Ended December 31, 2017 2016 Statutory U.S. federal income taxes / rate $ 22,685 35.0 % $ 26,367 35.0 % State income taxes, net of federal benefit 2,633 4.1 % 3,098 4.1 % Total income taxes / effective tax rates $ 25,318 39.1 % $ 29,465 39.1 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | At December 31, 2018, our future minimum commitment for leases and contracts with non-cancelable terms in excess of one year is as follows: Total Less than 1 year Years 2 to 3 Years 4 to 5 More than 5 years Operating leases and ROWs $ 3,094 $ 119 $ 203 $ 174 $ 2,598 Service contract 123 106 17 — — Total $ 3,217 $ 225 $ 220 $ 174 $ 2,598 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Phantom Units Activity | The following is a summary of phantom unit award activities of the Partnership’s common units in 2018: Phantom Units Number of Units Weighted Average Grant Date Fair Value per Unit (in dollars) Outstanding at December 31, 2017 8,468 $ 17.48 Granted 3,737 20.07 Vested (8,468 ) 17.48 Outstanding at December 31, 2018 3,737 $ 20.07 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entity | The financial positions of Mardi Gras at December 31, 2018 and 2017 and its financial performance and cash flows for the years then ended, as reflected in our consolidated financial statements, are as follows: As of December 31, 2018 2017 Balance sheet Equity method investments $ 402,783 $ 422,438 Non-controlling interests $ 140,974 $ 342,330 For the Year Ended December 31, 2018 October 30, 2017 - December 31, 2017 Statement of operations Income from equity method investments $ 47,936 $ 10,123 Less: Net income attributable to non-controlling interests 32,619 8,099 Net impact on Net income attributable to the Partnership $ 15,317 $ 2,024 For the Year Ended December 31, 2018 October 30, 2017 - December 31, 2017 Statement of cash flows Cash flows from operating activities Distributions of earnings received from equity method investments $ 47,936 $ 10,123 Cash flows from investing activities Distribution in excess of earnings from equity method investments 19,655 7,242 Cash flows from financing activities Distributions of prorated fourth quarter joint venture dividends to prior owners — (5,474 ) Distributions to non-controlling interests (46,412 ) (9,513 ) Cash flows used in financing activities (46,412 ) (14,987 ) Net change on BPMP's cash and cash equivalents $ 21,179 $ 2,378 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | (in thousands of dollars, except for per unit data) Total Revenues Income before Income Taxes Net Income Net Income Attributable to Partnership Limited Partners' Interest in Net Income Attributable to Partnership Net Income per Common Unit – Basic and Diluted (in dollars) 2018 First $ 26,619 $ 40,708 $ 40,708 $ 30,539 $ 30,539 $ 0.29 Second 28,935 40,192 40,192 30,470 30,470 0.29 Third 32,074 43,491 43,491 35,219 35,219 0.34 Fourth 28,811 41,285 41,285 36,829 36,829 0.35 2017 First $ 26,643 $ 20,182 $ 12,299 * * * Second 26,885 20,307 12,374 * * * Third 27,016 18,952 11,549 * * * Fourth 27,607 34,853 32,754 29,874 (1 ) 21,775 (1 ) 0.21 (1 ) * Information is not applicable for the periods prior to the IPO. (1) Subsequent to the IPO. |
Business and Basis of Present_2
Business and Basis of Presentation (Details) - segment | 12 Months Ended | |||
Dec. 31, 2018 | Oct. 01, 2018 | Dec. 31, 2017 | Oct. 29, 2017 | |
Variable Interest Entity [Line Items] | ||||
Number of reportable segments | 1 | |||
Mars | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 28.50% | 28.50% | 28.50% | |
Mardi Gras | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 65.00% | 20.00% | ||
Caesar | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 56.00% | 56.00% | ||
Cleopatra | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 53.00% | 53.00% | ||
Proteus | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 65.00% | 65.00% | ||
Endymion | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 65.00% | 65.00% | ||
Ursa | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 22.6916% | 22.70% | ||
KM Phoenix | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 25.00% | 25.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Oct. 29, 2017 | Dec. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||||
Allowance for doubtful accounts receivable | $ 0 | $ 0 | ||
Asset retirement obligations | $ 0 | $ 0 | ||
BP Midstream Partners LP Predecessor | ||||
Variable Interest Entity [Line Items] | ||||
Subsidiary of limited partnership, ownership interest | 100.00% | 100.00% | ||
Mardi Gras | ||||
Variable Interest Entity [Line Items] | ||||
Subsidiary of limited partnership, ownership interest | 20.00% | |||
Managing member interest | 100.00% | |||
Mardi Gras | ||||
Variable Interest Entity [Line Items] | ||||
Equity method investment, ownership percentage | 65.00% | 20.00% | ||
Accounting Standards Update 2016-02 | Scenario, Forecast | ||||
Variable Interest Entity [Line Items] | ||||
Right-of-use assets | $ 600,000 | |||
Operating lease, liability | $ 600,000 |
Summary of Significant Account
Summary of Significant Account Policies - Depreciable Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable Lives | 16 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable Lives | 40 years |
Pipelines and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable Lives | 17 years |
Pipelines and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable Lives | 40 years |
Other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable Lives | 4 years |
Other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable Lives | 23 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2018 | Oct. 30, 2017 | Oct. 29, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||||
Units authorized (in shares) | 42,500,000 | ||||||
Share price (in dollars per share) | $ 18 | ||||||
Units issued under over-allotment option (in shares) | 5,294,358 | ||||||
Units issued (in shares) | 47,794,358 | ||||||
Cash distribution to Parent, IPO proceeds | $ 814,700 | $ 814,658 | $ 105,928 | ||||
Distribution of IPO proceeds to our Parent | $ 814,400 | 233 | $ 814,425 | $ 0 | |||
Net proceeds from issuance of common units to public | 814,700 | 0 | 814,658 | 0 | |||
Offering costs | $ 45,600 | ||||||
Payments to acquire equity method investments | $ 468,000 | ||||||
Acquisition of non-controlling interest | 381,000 | 380,770 | 0 | 0 | |||
Acquisition of equity interests | $ 87,000 | $ 87,230 | $ 0 | $ 0 | |||
Mars | |||||||
Class of Stock [Line Items] | |||||||
Equity method investment, ownership percentage | 28.50% | 28.50% | 28.50% | 28.50% | |||
Mardi Gras | |||||||
Class of Stock [Line Items] | |||||||
Equity method investment, ownership percentage | 20.00% | 65.00% | 20.00% | ||||
Equity method investment, additional ownership percentage purchased | 45.00% | ||||||
Ursa | |||||||
Class of Stock [Line Items] | |||||||
Equity method investment, ownership percentage | 22.70% | 22.6916% | |||||
KM Phoenix | |||||||
Class of Stock [Line Items] | |||||||
Equity method investment, ownership percentage | 25.00% | 25.00% | |||||
BP Midstream Partners LP Predecessor | |||||||
Class of Stock [Line Items] | |||||||
Subsidiary of limited partnership, ownership interest | 100.00% | 100.00% | |||||
BP Holdco | |||||||
Class of Stock [Line Items] | |||||||
Units issued (in shares) | 4,581,177 | ||||||
Ownership interest | 54.40% | ||||||
BP Holdco | Subordinated Units | |||||||
Class of Stock [Line Items] | |||||||
Units issued (in shares) | 52,375,535 | ||||||
Mardi Gras | |||||||
Class of Stock [Line Items] | |||||||
Subsidiary of limited partnership, ownership interest | 20.00% |
Revenue Recognition Narrative (
Revenue Recognition Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from Contract with Customer [Abstract] | |||
Income related to fixed loss allowance | $ 8,753,000 | $ 8,691,000 | $ 5,456,000 |
Gain (loss) due to changes in fair value related to fixed loss allowance | $ 0 | $ 25,000 | $ 520,000 |
Revenue Recognition Disaggregat
Revenue Recognition Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total topic 606 revenue | $ 116,431 | ||||||||||
Other revenue | 8 | ||||||||||
Total revenue | $ 28,811 | $ 32,074 | $ 28,935 | $ 26,619 | $ 27,607 | $ 27,016 | $ 26,885 | $ 26,643 | 116,439 | $ 108,151 | $ 103,003 |
Transportation services revenue - third parties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total topic 606 revenue | 2,828 | ||||||||||
Transportation services revenue - related parties | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total topic 606 revenue | $ 113,603 |
Revenue Recognition Future Perf
Revenue Recognition Future Performance Obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 217 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 108 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 110 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue Recognition Contract Ba
Revenue Recognition Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables from contracts with customers | $ 325 | $ 188 |
Transportation services revenue - related parties | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables from contracts with customers | 9,611 | |
Deferred revenue and credits - related parties | 1,067 | |
Transportation services revenue - third parties | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables from contracts with customers | $ 325 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Equity method investment, impairment loss | $ 0 | $ 0 |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 01, 2018 | Oct. 29, 2017 |
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Cumulative effect of accounting Change | $ (2,746) | ||||||
Distributions received | $ (117,804) | $ (29,905) | |||||
Income from EMI | 94,361 | 17,916 | $ 0 | ||||
Carrying value | $ 487,999 | 549,039 | 487,999 | ||||
Statement of operations | |||||||
Revenues | 65,075,000 | 470,802,000 | 391,301,000 | ||||
Operating expenses | 21,386,000 | 200,901,000 | 129,405,000 | ||||
Net income | 44,131,000 | 270,356,000 | 262,345,000 | ||||
Balance Sheets | |||||||
Current assets | 127,498,000 | 123,408,000 | 127,498,000 | ||||
Non-current assets | 1,119,882,000 | 1,646,324,000 | 1,119,882,000 | ||||
Current liabilities | 59,324,000 | 35,791,000 | 59,324,000 | ||||
Non-current liabilities | 234,537,000 | 486,634,000 | 234,537,000 | ||||
Equity | $ 953,519,000 | $ 1,247,307,000 | $ 953,519,000 | ||||
Mars | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 28.50% | 28.50% | 28.50% | 28.50% | |||
Cumulative effect of accounting Change | (2,746) | ||||||
Distributions received | $ (47,538) | $ (12,540) | |||||
Income from EMI | 43,866 | 7,793 | |||||
Carrying value | $ 65,561 | $ 59,143 | $ 65,561 | ||||
Caesar | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 56.00% | 56.00% | 56.00% | ||||
Cumulative effect of accounting Change | 0 | ||||||
Distributions received | $ (20,957) | $ (5,880) | |||||
Income from EMI | 16,761 | 3,344 | |||||
Carrying value | $ 123,586 | $ 119,390 | $ 123,586 | ||||
Cleopatra | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 53.00% | 53.00% | 53.00% | ||||
Cumulative effect of accounting Change | 0 | ||||||
Distributions received | $ (10,494) | $ (2,385) | |||||
Income from EMI | 6,532 | 1,112 | |||||
Carrying value | $ 123,512 | $ 119,550 | $ 123,512 | ||||
Proteus | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 65.00% | 65.00% | 65.00% | ||||
Cumulative effect of accounting Change | 0 | ||||||
Distributions received | $ (18,135) | $ (4,030) | |||||
Income from EMI | 12,323 | 2,100 | |||||
Carrying value | $ 87,144 | $ 81,332 | $ 87,144 | ||||
Endymion | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 65.00% | 65.00% | 65.00% | ||||
Cumulative effect of accounting Change | 0 | ||||||
Distributions received | $ (18,005) | $ (5,070) | |||||
Income from EMI | 12,320 | 3,567 | |||||
Carrying value | $ 88,196 | 82,511 | $ 88,196 | ||||
Others | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 0.00% | 0.00% | |||||
Cumulative effect of accounting Change | $ 0 | ||||||
Distributions received | (2,675) | $ 0 | |||||
Income from EMI | 2,559 | 0 | |||||
Carrying value | $ 0 | $ 87,113 | $ 0 | ||||
Total Mardi Gras Joint Ventures | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 20.00% | 65.00% | 20.00% | ||||
Ursa | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 22.6916% | 22.70% | |||||
KM Phoenix | |||||||
Equity Method Investment, Financial Statement, Reported Amounts [Abstract] | |||||||
Percentage ownership | 25.00% | 25.00% |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 107,970,000 | $ 106,226,000 | |
Less: Accumulated depreciation | (39,390,000) | (36,738,000) | |
Property, plant and equipment, net | 68,580,000 | 69,488,000 | |
Impairment charges | 0 | 0 | $ 0 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 155,000 | 155,000 | |
ROW assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,380,000 | 1,380,000 | |
Building and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 12,032,000 | 12,032,000 | |
Pipeline and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 93,617,000 | 92,083,000 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 509,000 | 509,000 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 277,000 | $ 67,000 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Current portion of environmental remediation obligation | $ 629 | $ 1,655 |
Accrued interest payable - related parties | 4,155 | 159 |
Other accrued liabilities | 2,116 | 2,667 |
Accrued liabilities | $ 6,900 | $ 4,481 |
Debt (Details)
Debt (Details) | Nov. 06, 2017USD ($) | Oct. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 04, 2018USD ($) |
Debt Instrument [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | $ 600,000,000 | ||||||
Indebtedness threshold | $ 75,000,000 | ||||||
Weighted average interest rate | 2.24% | 3.25% | |||||
Commitment fee percentage | 0.10% | ||||||
Utilization fee percentage | 0.20% | ||||||
Proceeds from issuance of debt | $ 15,000,000 | $ 468,000,000 | $ 15,000,000 | $ 0 | |||
Number of months due after date of withdrawal | 6 months | ||||||
Interest and fees incurred | 4,800,000 | 200,000 | $ 0 | ||||
Outstanding borrowing | $ 15,000,000 | 468,000,000 | 15,000,000 | $ 15,000,000 | |||
Long-term debt outstanding | $ 0 | $ 468,000,000 | $ 0 | ||||
London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.85% | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Required consolidated leverage ratio | 5 | ||||||
Required consolidated leverage ratio, potential temporary increase | 5.5 | ||||||
Debt to EBITDA ratio, approval of related holding company | 4.5 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Jan. 01, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 30, 2017 |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 113,603,000 | $ 105,947,000 | $ 98,158,000 | ||
Accounts payable – related parties | 2,553,000 | 2,270,000 | |||
Share-based compensation | 214,000 | $ 229,000 | |||
BP Products | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 7,973,000 | 787,000 | |||
Related party deferred revenue | 1,067,000 | 0 | |||
Accounts payable – related parties | 0 | $ 174,000 | |||
BP Pipelines | |||||
Related Party Transaction [Line Items] | |||||
Annual fee paid to related party | $ 13,300,000 | ||||
BP Pipelines | Scenario, Forecast | |||||
Related Party Transaction [Line Items] | |||||
Annual fee paid to related party | $ 13,600,000 | ||||
Parent | |||||
Related Party Transaction [Line Items] | |||||
Performance period | 3 years | ||||
Mardi Gras | |||||
Related Party Transaction [Line Items] | |||||
Noncontrolling interest, ownership percentage by Parent | 35.00% | 80.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Oct. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Operating expenses—related parties | $ 731 | $ 5,006 | $ 7,073 | $ 6,030 | |
Maintenance expenses—related parties | 79 | 97 | 461 | 455 | |
General and administrative—related parties | 2,357 | 14,072 | 6,670 | 7,990 | |
Total operating, maintenance, and general corporate costs—related parties | $ 3,167 | $ 19,175 | $ 14,204 | ||
Predecessor | |||||
Related Party Transaction [Line Items] | |||||
Operating expenses—related parties | $ 6,342 | 6,030 | |||
Maintenance expenses—related parties | 382 | 455 | |||
General and administrative—related parties | 4,313 | 7,990 | |||
Total operating, maintenance, and general corporate costs—related parties | $ 11,037 | $ 14,475 |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income attributable to the Partnership | $ 21,775 | $ 133,057 | $ 21,775 |
Partner distributions declared | 18,830 | 118,685 | |
Net income attributable to the Partnership in excess of distributions | $ 2,945 | $ 14,372 | |
Weighted average units outstanding: | |||
Basic (in shares) | 104,752 | 104,754 | |
Diluted (in shares) | 104,752 | 104,754 | |
Incentive distribution rights currently held by the General Partner | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income attributable to the Partnership | $ 0 | $ 0 | |
Partner distributions declared | 0 | 0 | |
Net income attributable to the Partnership in excess of distributions | 0 | 0 | |
Limited partners' distribution declared on common units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income attributable to the Partnership | 10,888 | 66,530 | |
Partner distributions declared | 9,415 | 59,344 | |
Net income attributable to the Partnership in excess of distributions | $ 1,473 | $ 7,186 | |
Weighted average units outstanding: | |||
Basic (in shares) | 52,376 | 52,378 | |
Diluted (in shares) | 52,376 | 52,378 | |
Net income per limited partner unit (in dollars): | |||
Basic (in dollars per share) | $ 0.21 | $ 1.27 | |
Diluted (in dollars per share) | $ 0.21 | $ 1.27 | |
Limited partners' distribution declared on subordinated units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income attributable to the Partnership | $ 10,887 | $ 66,527 | |
Partner distributions declared | 9,415 | 59,341 | |
Net income attributable to the Partnership in excess of distributions | $ 1,472 | $ 7,186 | |
Weighted average units outstanding: | |||
Basic (in shares) | 52,376 | 52,376 | |
Diluted (in shares) | 52,376 | 52,376 | |
Net income per limited partner unit (in dollars): | |||
Basic (in dollars per share) | $ 0.21 | $ 1.27 | |
Diluted (in dollars per share) | $ 0.21 | $ 1.27 |
Net Income Per Limited Partne_4
Net Income Per Limited Partner Unit - Narrative (Details) - $ / shares | Jan. 17, 2019 | Nov. 15, 2018 | Aug. 15, 2018 | May 15, 2018 | Feb. 15, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dividends per share (in dollars per share) | $ 0.2915 | $ 0.2725 | $ 0.2675 | $ 0.179755 | |
Subsequent Event | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dividends per share (in dollars per share) | $ 0.3015 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Oct. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax expense: | ||||
U.S. federal | $ 20,890 | $ 24,125 | ||
U.S. state | 3,975 | 4,660 | ||
Total current tax expense | 24,865 | 28,785 | ||
Deferred tax expense: | ||||
U.S. federal | 381 | 571 | ||
U.S. state | 72 | 109 | ||
Total deferred tax expense | 453 | 680 | ||
Total income tax expense | $ 25,318 | $ 0 | $ 25,318 | $ 29,465 |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Oct. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Statutory U.S. federal income taxes / rate | $ 22,685 | $ 26,367 | ||
State income taxes, net of federal benefit | 2,633 | 3,098 | ||
Total income tax expense | $ 25,318 | $ 0 | $ 25,318 | $ 29,465 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Statutory U.S. federal income taxes / rate | 35.00% | 35.00% | ||
State income taxes, net of federal benefit | 4.10% | 4.10% | ||
Total income taxes / effective tax rates | 39.10% | 39.10% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | Oct. 29, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax liabilities, net | $ 6,312 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 01, 2018 | Oct. 29, 2017 | |
Site Contingency [Line Items] | |||||
Environmental liability indemnification cap | $ 25,000,000 | ||||
Other matters indemnification cap | 15,000,000 | ||||
Accrual for environmental loss contingencies | 3,853,000 | $ 4,438,000 | |||
Operating lease expense | $ 162,000 | $ 104,000 | $ 107,000 | ||
Mars | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 28.50% | 28.50% | 28.50% | ||
Mardi Gras | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 65.00% | 20.00% | |||
Caesar | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 56.00% | 56.00% | |||
Cleopatra | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 53.00% | 53.00% | |||
Endymion | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 65.00% | 65.00% | |||
Proteus | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 65.00% | 65.00% | |||
Ursa | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 22.6916% | 22.70% | |||
KM Phoenix | |||||
Site Contingency [Line Items] | |||||
Equity method investment, ownership percentage | 25.00% | 25.00% | |||
Omnibus Agreement | |||||
Site Contingency [Line Items] | |||||
Aggregate deductible | $ 500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Site Contingency [Line Items] | |
Total | $ 3,217 |
Less than 1 year | 225 |
Years 2 to 3 | 220 |
Years 4 to 5 | 174 |
More than 5 years | 2,598 |
Operating leases and ROWs | |
Site Contingency [Line Items] | |
Total | 3,094 |
Less than 1 year | 119 |
Years 2 to 3 | 203 |
Years 4 to 5 | 174 |
More than 5 years | 2,598 |
Service contract | |
Site Contingency [Line Items] | |
Total | 123 |
Less than 1 year | 106 |
Years 2 to 3 | 17 |
Years 4 to 5 | 0 |
More than 5 years | $ 0 |
Transactions with Major Custo_2
Transactions with Major Customers and Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||
Cash and cash equivalents in excess of FDIC limits | $ 56,720 | $ 32,694 | |
BP Products | Sales Revenue, Net | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk | 97.60% | 98.00% | 95.30% |
Unit-Based Compensation - Narra
Unit-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 214 | $ 229 | ||
BP Midstream Partners LP 2017 Long Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Phantom units granted, aggregate amount | $ 75 | |||
Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Phantom units granted (in shares) | 3,737 | 3,737 | ||
Share-based compensation | $ 177 | $ 19 | $ 0 | |
Unrecognized compensation cost related to phantom unit awards | $ 27 | |||
Weighted average recognition period | 128 days | |||
Forfeited (in shares) | 0 | |||
Phantom Share Units (PSUs) | BP Midstream Partners LP 2017 Long Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum aggregate number of common units that may be issued (in shares) | 5,502,271 |
Unit-Based Compensation - Phant
Unit-Based Compensation - Phantom Units Activity (Details) - Phantom Share Units (PSUs) - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2018 | |
Number of Units | ||
Beginning balance outstanding (shares) | 8,468 | |
Granted (in shares) | 3,737 | 3,737 |
Vested (in shares) | (8,468) | |
Ending balance outstanding (shares) | 3,737 | |
Weighted Average Grant Date Fair Value per Unit (in dollars) | ||
Beginning balance outstanding (in dollars per share) | $ 17.48 | |
Granted (in dollars per share) | 20.07 | |
Vested (in dollars per share) | 17.48 | |
Ending balance outstanding (in dollars per share) | $ 20.07 |
Variable Interest Entity - Narr
Variable Interest Entity - Narrative (Details) - USD ($) | Oct. 01, 2018 | Oct. 30, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Variable Interest Entity, Primary Beneficiary | Mardi Gras | |||||
Variable Interest Entity [Line Items] | |||||
Assets of Mardi Gras | $ 0 | $ 0 | |||
Mardi Gras | |||||
Variable Interest Entity [Line Items] | |||||
Managing member interest | 100.00% | ||||
Non-controlling interest, ownership percentage | 35.00% | 80.00% | |||
Mardi Gras | Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Variable interest entity, ownership interest | 20.00% | ||||
Managing member interest | 100.00% | ||||
Subsidiary of limited partnership, parent ownership interest | 79.00% | ||||
Subsidiary of limited partnership, affiliate other than parent interest | 1.00% | ||||
Mardi Gras | |||||
Variable Interest Entity [Line Items] | |||||
Equity method investment, additional ownership percentage purchased | 45.00% |
Variable Interest Entity - Sche
Variable Interest Entity - Schedule of Variable Interest Entity (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Balance sheet | ||||
Equity method investments (Note 5) | $ 487,999 | $ 549,039 | $ 487,999 | |
Non-controlling interests | 342,330 | 140,974 | 342,330 | |
Statement of operations | ||||
Income from equity method investments | 94,361 | 17,916 | $ 0 | |
Less: Net income attributable to noncontrolling interests | 32,619 | 8,099 | ||
Net income attributable to the Partnership subsequent to the IPO | 21,775 | 133,057 | 21,775 | |
Cash flows from operating activities | ||||
Distributions of earnings received from equity method investments | 98,134 | 22,663 | 0 | |
Cash flows from financing activities | ||||
Distributions of prorated fourth quarter joint venture dividends to prior owners | 0 | (9,427) | 0 | |
Distributions to noncontrolling interests | (46,412) | (9,513) | 0 | |
Net cash (used in) financing activities | (80,343) | (41,537) | (46,415) | |
Net change in cash and cash equivalents | 24,276 | 32,694 | $ 0 | |
Variable Interest Entity, Primary Beneficiary | Mardi Gras | ||||
Balance sheet | ||||
Equity method investments (Note 5) | 422,438 | 402,783 | 422,438 | |
Non-controlling interests | 342,330 | 140,974 | $ 342,330 | |
Statement of operations | ||||
Income from equity method investments | 10,123 | 47,936 | ||
Less: Net income attributable to noncontrolling interests | 8,099 | 32,619 | ||
Net income attributable to the Partnership subsequent to the IPO | 2,024 | 15,317 | ||
Cash flows from operating activities | ||||
Distributions of earnings received from equity method investments | 10,123 | 47,936 | ||
Cash flows from investing activities | ||||
Distribution in excess of earnings from equity method investments | 7,242 | 19,655 | ||
Cash flows from financing activities | ||||
Distributions of prorated fourth quarter joint venture dividends to prior owners | (5,474) | 0 | ||
Distributions to noncontrolling interests | (9,513) | (46,412) | ||
Net cash (used in) financing activities | (14,987) | (46,412) | ||
Net change in cash and cash equivalents | $ 2,378 | $ 21,179 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2019 | Oct. 29, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||
Net transfers to Parent | $ 37,616 | $ 46,186 | |||
Long-term debt outstanding | $ 468,000 | $ 0 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends per share (in dollars per share) | $ 0.3015 | ||||
Total distribution paid | $ 31,600 | ||||
Dividends paid to non-affiliated common unitholders | 14,400 | ||||
Net transfers to Parent | $ 17,200 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Oct. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Total Revenues | $ 28,811 | $ 32,074 | $ 28,935 | $ 26,619 | $ 27,607 | $ 27,016 | $ 26,885 | $ 26,643 | $ 116,439 | $ 108,151 | $ 103,003 | ||
Income before Income Taxes | 41,285 | 43,491 | 40,192 | 40,708 | 34,853 | 18,952 | 20,307 | 20,182 | |||||
Net income | $ 29,874 | 41,285 | 43,491 | 40,192 | 40,708 | 32,754 | $ 11,549 | $ 12,374 | $ 12,299 | $ 39,102 | 165,676 | 68,976 | $ 45,870 |
Net income attributable to the Partnership | 36,829 | 35,219 | 30,470 | 30,539 | 29,874 | $ 165,676 | $ 29,874 | ||||||
Limited Partners' Interest in Net Income Attributable to Partnership | $ 36,829 | $ 35,219 | $ 30,470 | $ 30,539 | $ 21,775 | ||||||||
Net Income per Common Unit – Basic and Diluted (in dollars per share) | $ 0.35 | $ 0.34 | $ 0.29 | $ 0.29 | $ 0.21 |
Uncategorized Items - bpmp-2018
Label | Element | Value |
Member Units [Member] | BP Holdco [Member] | Common Units [Member] | ||
Cumulative Effect on Retained Earnings, Net of Tax | us-gaap_CumulativeEffectOnRetainedEarningsNetOfTax1 | $ (120,000) |
Member Units [Member] | BP Holdco [Member] | Subordinated Units [Member] | ||
Cumulative Effect on Retained Earnings, Net of Tax | us-gaap_CumulativeEffectOnRetainedEarningsNetOfTax1 | (1,373,000) |
Member Units [Member] | General Public [Member] | Common Units [Member] | ||
Cumulative Effect on Retained Earnings, Net of Tax | us-gaap_CumulativeEffectOnRetainedEarningsNetOfTax1 | $ (1,253,000) |