XML 37 R15.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Equity | 9 Months Ended
--- | ---
Sep. 30, 2018
Equity [Abstract] |
Equity | Equity We had 9,101,137 common limited partner units held by the public outstanding as of September 30, 2018. Additionally, as of September 30, 2018, Delek owned a 61.4% limited partner interest in us, consisting of 15,294,046 common limited partner units and a 94.6% interest in our general partner, which owns the entire 2.0% general partner interest consisting of 497,861 general partner units. Affiliates, who are also members of our general partner's management and board of directors, own the remaining 5.4% interest in our general partner. Equity Activity The table below summarizes the changes in the number of units outstanding from December 31, 2017 through September 30, 2018.
|  | Common - Public |  | Common - Delek |  | General Partner |  | Total
Balance at December 31, 2017 |  | 9,088,587 |  |  | 15,294,046 |  |  | 497,604 |  |  | 24,880,237 |
General partner units issued to maintain 2% interest |  | — |  |  | — |  |  | 257 |  |  | 257 |
Unit-based compensation awards (1) |  | 12,550 |  |  | — |  |  | — |  |  | 12,550 |
Balance at September 30, 2018 |  | 9,101,137 |  |  | 15,294,046 |  |  | 497,861 |  |  | 24,893,044 |
(1) Unit-based compensation awards are presented net of 598 units withheld for taxes. The summarized changes in the carrying amount of our equity from December 31, 2017 through September 30, 2018 are as follows (in thousands):
|  | Common - Public |  | Common - Delek |  | General Partner |  | Total
Balance at December 31, 2017 |  | $ | 174,378 |  |  | $ | (197,206 | ) |  | $ | (6,397 | ) |  | $ | (29,225 | )
Distributions to unitholders and general partner related to Big Spring Logistic Assets Acquisition | — |  |  | (96,822 | ) |  | (1,976 | ) |  | (98,798 | )
Cash distributions (1) | (20,500 | ) |  | (34,335 | ) |  | (17,010 | ) |  | (71,845 | )
Net income attributable to partners | 18,808 |  |  | 31,617 |  |  | 18,478 |  |  | 68,903 |
Unit-based compensation | 189 |  |  | 319 |  |  | 10 |  |  | 518 |
Other | — |  |  | — |  |  | 20 |  |  | 20 |
Balance at September 30, 2018 |  | $ | 172,875 |  |  | $ | (296,427 | ) |  | $ | (6,875 | ) |  | $ | (130,427 | )
(1) Cash distributions include $0.1 million related to distribution equivalents on vested phantom units. Allocations of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders and our general partner. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our general partner. The following table presents the allocation of the general partner's interest in net income (in thousands, except percentage of ownership interest):
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2018 |  | 2017 |  | 2018 |  | 2017
Net income attributable to partners |  | $ | 23,326 |  |  | $ | 16,923 |  |  | $ | 68,903 |  |  | $ | 50,495 |
Less: General partner's IDRs |  | (6,295 | ) |  | (4,496 | ) |  | (17,449 | ) |  | (12,649 | )
Net income available to partners |  | $ | 17,031 |  |  | $ | 12,427 |  |  | $ | 51,454 |  |  | $ | 37,846 |
General partner's ownership interest |  | 2.0 | % |  | 2.0 | % |  | 2.0 | % |  | 2.0 | %
General partner's allocated interest in net income |  | $ | 341 |  |  | $ | 249 |  |  | $ | 1,029 |  |  | $ | 757 |
General partner's IDRs |  | 6,295 |  |  | 4,496 |  |  | 17,449 |  |  | 12,649 |
Total general partner's interest in net income |  | $ | 6,636 |  |  | $ | 4,745 |  |  | $ | 18,478 |  |  | $ | 13,406 |
Incentive Distribution Rights The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and our general partner based on the specified target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of our general partner and our unitholders in any available cash from operating surplus that we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution per Unit Target Amount.” The percentage interests shown for our unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our general partner include its 2.0% general partner interest and assume that (i) our general partner has contributed any additional capital necessary to maintain its 2.0% general partner interest and (ii) our general partner has not transferred its IDRs.
|  |  | Target Quarterly Distribution per Unit |  | Marginal Percentage Interest in Distributions
|  |  | Target Amount |  | Unitholders |  | General Partner
Minimum Quarterly Distribution |  |  | $ | 0.37500 |  |  | 98.0 | % |  | 2.0 | %
First Target Distribution |  | above | $ | 0.37500 |  |  | 98.0 | % |  | 2.0 | %
|  | up to | $ | 0.43125 |  |  |  |  |
Second Target Distribution |  | above | $ | 0.43125 |  |  | 85.0 | % |  | 15.0 | %
|  | up to | $ | 0.46875 |  |  |  |  |
Third Target Distribution |  | above | $ | 0.46875 |  |  | 75.0 | % |  | 25.0 | %
|  | up to | $ | 0.56250 |  |  |  |  |
Thereafter |  | thereafter | $ | 0.56250 |  |  | 50.0 | % |  | 50.0 | %
Cash Distributions Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders and general partner will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end. The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter Ended |  | Total Quarterly Distribution Per Limited Partner Unit |  | Total Quarterly Distribution Per Limited Partner Unit, Annualized |  | Total Cash Distribution, including general partner interest and IDRs (in thousands) |  | Date of Distribution |  | Unitholders Record Date
September 30, 2017 |  | $ | 0.715 |  |  | $ | 2.86 |  |  | $ | 22,270 |  |  | November 14, 2017 |  | November 7, 2017
December 31, 2017 |  | $ | 0.725 |  |  | $ | 2.90 |  |  | $ | 22,777 |  |  | February 12, 2018 |  | February 2, 2018
March 31, 2018 |  | $ | 0.750 |  |  | $ | 3.00 |  |  | $ | 23,997 |  |  | May 15, 2018 |  | May 7, 2018
June 30, 2018 |  | $ | 0.770 |  |  | $ | 3.08 |  |  | $ | 24,984 |  |  | August 13, 2018 |  | August 3, 2018
September 30, 2018 |  | $ | 0.790 |  |  | $ | 3.16 |  |  | $ | 25,960 |  |  | November 9, 2018 (1) |  | November 2, 2018
(1) Expected date of distribution. The allocation of total quarterly cash distributions expected to be made on November 9, 2018 to general and limited partners for the three and nine months ended September 30, 2018 and the allocation of total quarterly cash distributions for the three and nine months ended September 30, 2017 are set forth in the table below. Distributions earned with respect to a given period are declared subsequent to quarter end. Therefore, the table below presents total cash distributions applicable to the period in which the distributions are earned (in thousands, except per unit amounts):
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2018 |  | 2017 |  | 2018 |  | 2017
General partner's distributions: |  |  |  |  |  |  |  |
General partner's distributions |  | $ | 393 |  |  | $ | 356 |  |  | $ | 1,149 |  |  | $ | 1,048 |
General partner's IDRs |  | 6,295 |  |  | 4,496 |  |  | 17,449 |  |  | 12,649 |
Total general partner's distributions |  | 6,688 |  |  | 4,852 |  |  | 18,598 |  |  | 13,697 |
Limited partners' distributions: |  |  |  |  |  |  |  |
Common limited partners' distributions |  | 19,272 |  |  | 17,418 |  |  | 56,343 |  |  | 51,380 |
Total cash distributions |  | $ | 25,960 |  |  | $ | 22,270 |  |  | $ | 74,941 |  |  | $ | 65,077 |
Cash distributions per limited partner unit |  | $ | 0.790 |  |  | $ | 0.715 |  |  | $ | 2.310 |  |  | $ | 2.110 |

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_PartnersCapitalNotesDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration