VALERO ENERGY PARTNERS LP - FORM 8-K - EX-99.2 - EXHIBIT 99.2 - March 5, 2015

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8-K - 8-K - VALERO ENERGY PARTNERS LPvlpform8-kdrop2.htm
EX-23.1 - EXHIBIT 23.1 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit231drop2.htm
EX-99.1 - EXHIBIT 99.1 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit991drop2.htm
EX-10.07 - EXHIBIT 10.07 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1007drop2.htm
EX-10.01 - EXHIBIT 10.01 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1001drop2.htm
EX-10.06 - EXHIBIT 10.06 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1006drop2.htm
EX-10.10 - EXHIBIT 10.10 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1010drop2.htm
EX-10.04 - EXHIBIT 10.04 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1004drop2.htm
EX-10.09 - EXHIBIT 10.09 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1009drop2.htm
EX-10.08 - EXHIBIT 10.08 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1008drop2.htm
EX-10.03 - EXHIBIT 10.03 - VALERO ENERGY PARTNERS LPvlpform8-kexhibit1003drop2.htm
EXHIBIT 99.2
VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Set forth on the following pages are the unaudited pro forma consolidated balance sheet as of December 31, 2014 and the unaudited pro forma consolidated statements of income for each of the years in the three-year period ended December 31, 2014, together with the notes to the unaudited pro forma consolidated financial statements, of Valero Energy Partners LP. Unless otherwise stated or the context otherwise indicates, all references to “Valero Energy Partners LP,” the “Partnership,” “us,” “our,” “we,” or similar expressions for time periods prior to the initial public offering (the Offering) of common units of Valero Energy Partners LP on December 16, 2013, refer to Valero Energy Partners LP Predecessor, our “Predecessor” for accounting purposes. For time periods subsequent to the Offering, these terms refer to Valero Energy Partners LP, one or more of its consolidated subsidiaries, or all of them taken as a whole. The pro forma consolidated financial statements have been prepared based on the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 with certain pro forma adjustments made to those financial statements as further discussed below. The pro forma consolidated financial statements should be read in conjunction with such historical consolidated financial statements, including the related financial statement notes.

Effective March 1, 2015, the Partnership entered into a contribution agreement with Valero to acquire two of Valero’s subsidiaries, Valero Partners Houston, LLC and Valero Partners Louisiana, LLC, (the Acquisition). The assets of the Houston and St. Charles Terminal Services Business were contributed to these subsidiaries just prior to the Acquisition. The Partnership acquired these subsidiaries for total consideration of $671.2 million consisting of (i) cash of $571.2 million and (ii) the issuance of 1,908,100 common units representing limited partner interests in the Partnership and 38,941 general partner units representing general partner interests in the Partnership to the General Partner having an aggregate value, collectively of $100.0 million. We funded the cash distribution to Valero with $211.2 million of our cash on hand, $200.0 million of borrowings under our revolving credit facility, and $160.0 million of proceeds from a subordinated loan agreement with Valero. The board of directors also approved the Partnership’s entry into various agreements with Valero related to the contribution agreement, including amended and restated schedules to our omnibus agreement, an amended and restated services and secondment agreement, additional schedules to our commercial agreements with respect to the related logistics assets, and lease agreements.

The Acquired Business is engaged in the terminaling of crude oil, intermediates, and refined petroleum products at terminals located in Texas and Louisiana as more fully described below:
•
Houston Terminal. The Houston Terminal operates a crude oil, intermediates, and refined petroleum products terminal that supports Valero’s Houston, Texas refinery. The terminal is located on the Houston ship channel and has storage tanks with 3.6 million barrels of storage capacity.

•
St. Charles Terminal. The St. Charles Terminal operates a crude oil, intermediates, and refined petroleum products terminal that supports Valero’s St. Charles Refinery located in Norco, Louisiana. The terminal is located on the Mississippi River and has storage tanks with 10 million barrels of storage capacity.

The Partnership owns and operates all of the Acquired Business and began receiving fees for services commencing on March 1, 2015. Pursuant to the terms of the amended and restated services and secondment agreement, the Partnership reimburses Valero for the costs (including wages and benefits) of certain personnel


1




VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)

seconded to our general partner to provide certain operational services to us in support of our pipeline, terminaling, and storage facilities, including the Acquired Business. Pursuant to the terms of the amended and restated schedules to our omnibus agreement, the operational and administrative support fee owed by us to Valero increased from $9.3 million to $10.4 million annually as of March 1, 2015 for additional services provided in connection with the Acquired Business.

The assets of the Acquired Business are recorded at historical cost as the Acquisition is considered to be a reorganization of entities under common control. The pro forma adjustments are based on currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma amounts. However, our management believes the assumptions are reasonable for presenting the significant effects of the transactions and that the pro forma adjustments give appropriate effect to those assumptions, are factually supportable, and are properly applied in the pro forma financial statements.

The pro forma adjustments have been prepared as if the transactions effected as of the date of the Acquisition had taken place on December 31, 2014 in the case of the unaudited pro forma consolidated balance sheet, and as of January 1, 2013 in the case of the unaudited pro forma consolidated statements of income for the years ended December 31, 2014 and 2013. Pro forma adjustments were not applied to the unaudited pro forma consolidated statement of income for the year ended December 31, 2012, as the presentation of pro forma transactions cannot meaningfully or accurately depict what operating results would have been had the Acquisition occurred at a date earlier than January 1, 2013.

The pro forma financial statements give pro forma effect to the matters described in the accompanying notes, including:

•
the acquisition of the Houston and St. Charles Terminal Services Business from Valero for total consideration of $671.2 million consisting of (i) a cash distribution of $571.2 million and (ii) 1,908,100 common units and 38,941 general partner units having an aggregate value, collectively, of $100.0 million. We funded the cash distribution to Valero with $211.2 million of our cash on hand, $200.0 million of borrowings under our revolving credit facility, and $160.0 million of proceeds from a subordinated loan agreement with Valero.

•
our entry into additional schedules to our commercial agreements with Valero, and the recognition of terminaling revenue under those schedules for the volumes throughput and handled by the Acquired Business during the periods presented;

•
our entry into amended and restated schedules to our omnibus agreement with Valero;

•
our general partner’s entry into an amended and restated services and secondment agreement with Valero;

•
the payment of insurance premiums in excess of those allocated by Valero in the combined financial statements of the Acquired Business for business interruption, property, and third-party liability insurance coverage;

•
the payment of rent expense on land located at Valero’s Houston Refinery and St. Charles Refinery;



2




VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)

•
the estimated interest expense that would have been incurred had we borrowed $160.0 million under the subordinated loan agreement with Valero and $200.0 million under the revolving credit facility; and

•
the reduction in the deferred tax liability related to a reduction in the apportionment rate of the Texas margin tax and associated adjustment for the tax basis in the Acquired Business.

The pro forma financial statements may not be indicative of the results that actually would have occurred if the Acquisition had occurred on the dates indicated, or the results that will be obtained in the future.


3

VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2014
(In Thousands)

 
 
Historical
 
Acquired Business
 
Pro Forma
Adjustments
 
 
 
Pro Forma
 
 
(Audited)
 
(Audited)
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
236,579

 
$
—

 
$
(211,551
)
 
(a)
 
$
25,028

Receivables from related party
 
8,499

 
—

 
—

 
 
 
8,499

Prepaid expenses and other
 
727

 
—

 
—

 
 
 
727

Total current assets
 
245,805

 
—

 
(211,551
)
 
 
 
34,254

Property and equipment, at cost
 
474,843

 
344,261

 
—

 
 
 
819,104

Accumulated depreciation
 
(125,960
)
 
(48,570
)
 
—

 
 
 
(174,530
)
Property and equipment, net
 
348,883

 
295,691

 
—

 
 
 
644,574

Deferred charges and other assets, net
 
1,385

 
—

 
—

 
 
 
1,385

Total assets
 
$
596,073

 
$
295,691

 
$
(211,551
)
 
 
 
$
680,213

LIABILITIES AND
PARTNERS’ CAPITAL
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Current portion of capital lease obligations
 
$
1,200

 
$
—

 
$
—

 
 
 
$
1,200

Accounts payable – related parties
 
4,297

 
—

 
—

 
 
 
4,297

Accrued liabilities
 
1,054

 
—

 
—

 
 
 
1,054

Taxes other than income taxes
 
765

 
—

 
—

 
 
 
765

Deferred revenue from related party
 
124

 
—

 
—

 
 
 
124

Total current liabilities
 
7,440

 
—

 
—

 
 
 
7,440

Capital lease obligations, net of current portion
 
1,519

 
—

 
—

 
 
 
1,519

Debt, less current portion
 
—

 
—

 
360,000

 
(b)
 
360,000

Deferred income taxes
 
830

 
—

 
(144
)
 
(c)
 
686

Other long-term liabilities
 
1,065

 
—

 
—

 
 
 
1,065

Partners’ capital:
 
 
 
 
 
 
 
 
 
 
Common unitholders – public
 
374,954

 
—

 
(100
)
 
(d)
 
374,854

Common unitholder – Valero
 
58,844

 
—

 
(18,250
)
 
(d)
 
40,594

Subordinated unitholder – Valero
 
146,804

 
—

 
(248,871
)
 
(d)
 
(102,067
)
General partner – Valero
 
4,617

 
—

 
(8,495
)
 
(d)
 
(3,878
)
Net investment
 
—

 
295,691

 
(295,691
)
 
(e)
 
—

Total partners’ capital
 
585,219

 
295,691

 
(571,407
)
 
 
 
309,503

Total liabilities and partners’ capital
 
$
596,073

 
$
295,691

 
$
(211,551
)
 
 
 
$
680,213


See Notes to Unaudited Pro Forma Consolidated Financial Statements.


4


VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2014
(In Thousands)

 
 
Historical
 
Acquired Business
 
Pro Forma
Adjustments
 
 
 
Pro Forma
 
 
 
(Audited)
 
(Audited)
 
 
 
 
 
 
 
Operating revenues – related party
 
$
129,180

 
$
—

 
$
108,726

 
(f)
 
$
237,906

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
31,719

 
38,788

 
1,766

 
(g)
 
72,273

 
General and administrative expenses
 
12,330

 
267

 
833

 
(h)
 
13,430

 
Depreciation expense
 
16,451

 
10,502

 
—

 
 
 
26,953

 
Total costs and expenses
 
60,500

 
49,557

 
2,599

 
 
 
112,656

 
Operating income (loss)
 
68,680

 
(49,557
)
 
106,127

 
 
 
125,250

 
Other income, net
 
1,504

 
—

 
—

 
 
 
1,504

 
Interest expense
 
(872
)
 
—

 
(4,706
)
 
(i)
 
(5,578
)
 
Income (loss) before income taxes
 
69,312

 
(49,557
)
 
101,421

 
 
 
121,176

 
Income tax expense
 
548

 
—

 
175

 
(j)
 
723

 
Net income (loss)
 
68,764

 
(49,557
)
 
101,246

 
 
 
120,453

 
Less: Net income (loss) attributable
to Predecessor
 
9,483

 
(49,557
)
 
49,557

 
 
 
9,483

 
Net income attributable to partners
 
59,281

 
—

 
51,689

 
 
 
110,970

 
Less: General partner’s interest in
net income
 
1,379

 
—

 
1,041

 
(k)
 
2,420

 
Limited partners’ interest in net
income
 
$
57,902

 
$
—

 
$
50,648

 
 
 
$
108,550

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – 
basic and diluted:
 
 
 
 
 
 
 
 
 
 
 
Common units
 
$
1.01

 
 
 
 
 
 
 
$
1.83

(l)
Subordinated units
 
$
1.01

 
 
 
 
 
 
 
$
1.83

(l)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average limited partner
units outstanding:
 
 
 
 
 
 
 
 
 
 
 
Common units – basic
 
28,790

 
 
 
1,908

 
(l)
 
30,698

 
Common units – diluted
 
28,791

 
 
 
1,908

 
(l)
 
30,699

 
Subordinated units –
basic and diluted
 
28,790

 
 
 
—

 
 
 
28,790

 
See Notes to Unaudited Pro Forma Consolidated Financial Statements.



5

VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2013
(In Thousands)

 
 
Historical
 
Acquired Business
 
Pro Forma
Adjustments
 
 
 
Pro Forma
 
 
 
(Audited)
 
(Audited)
 
 
 
 
 
 
 
Operating revenues – related party
 
$
124,985

 
$
—

 
$
109,093

 
(f)
 
$
234,078

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
32,205

 
36,324

 
23

 
(g)
 
68,552

 
General and administrative expenses
 
7,195

 
261

 
839

 
(h)
 
8,295

 
Depreciation expense
 
16,256

 
8,906

 
—

 
 
 
25,162

 
Total costs and expenses
 
55,656

 
45,491

 
862

 
 
 
102,009

 
Operating income (loss)
 
69,329

 
(45,491
)
 
108,231

 
 
 
132,069

 
Other income, net
 
309

 
—

 
—

 
 
 
309

 
Interest expense
 
(198
)
 
—

 
(5,159
)
 
(i)
 
(5,357
)
 
Income (loss) before income taxes
 
69,440

 
(45,491
)
 
103,072

 
 
 
127,021

 
Income tax expense
 
1,434

 
—

 
71

 
(j)
 
1,505

 
Net income (loss)
 
68,006

 
(45,491
)
 
103,001

 
 
 
125,516

 
Less: Net income (loss) attributable
to Predecessor
 
65,965

 
(45,491
)
 
100,480

 
 
 
120,954

 
Net income attributable to partners
 
2,041

 
—

 
2,521

 
 
 
4,562

 
Less: General partner’s interest in
net income
 
41

 
—

 
50

 
(k)
 
91

 
Limited partners’ interest in net
income
 
$
2,000

 
$
—

 
$
2,471

 
 
 
$
4,471

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit –
basic and diluted:
 
 
 
 
 
 
 
 
 
 
 
Common units
 
$
0.03

 
 
 
 
 
 
 
$
0.08

(l)
Subordinated units
 
$
0.03

 
 
 
 
 
 
 
$
0.08

(l)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average limited partner
units outstanding –
basic and diluted:
 
 
 
 
 
 
 
 
 
 
 
Common units
 
28,790

 
 
 
1,908

 
(l)
 
30,698

 
Subordinated units
 
28,790

 
 
 
—

 
 
 
28,790

 
See Notes to Unaudited Pro Forma Consolidated Financial Statements.



6

VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2012
(In Thousands)

 
 
Historical
 
Acquired Business
 
Pro Forma
 
 
(Audited)
 
(Unaudited)
 
 
Operating revenues – related party
 
$
115,889

 
$
—

 
$
115,889

Costs and expenses:
 
 
 
 
 

Operating expenses
 
34,473

 
37,902

 
72,375

General and administrative expenses
 
6,546

 
235

 
6,781

Depreciation expense
 
16,550

 
6,522

 
23,072

Total costs and expenses
 
57,569

 
44,659

 
102,228

Operating income (loss)
 
58,320

 
(44,659
)
 
13,661

Other income, net
 
337

 
—

 
337

Interest expense
 
(307
)
 
—

 
(307
)
Income (loss) before income taxes
 
58,350

 
(44,659
)
 
13,691

Income tax expense
 
553

 
—

 
553

Net income (loss)
 
$
57,797


$
(44,659
)
 
$
13,138


See Notes to Unaudited Pro Forma Consolidated Financial Statements.



7

VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS


(a)
This adjustment reflects the following increases and decreases to cash:

•
Increases to cash: $200.0 million borrowing under our revolving credit agreement and $160.0 million of proceeds from a subordinated loan agreement with Valero.

•
Decreases to cash: payment of $571.2 million as part of the total consideration for the Acquired Business and estimated transaction costs of $351,000 associated with the Acquisition.

(b)
This adjustment reflects the $200.0 million of borrowings under our revolving credit agreement and $160.0 million of borrowings under the subordinated loan agreement with Valero.

(c)
This adjustment reflects the reduction in the deferred tax liability related to a reduction in the apportionment rate of the Texas margin tax and associated adjustment for the tax basis in the Acquired Business.

(d)
This adjustment reflects the following increases and decreases to partners’ capital (in thousands):

 
 
Estimated Transaction Costs
 
Issuance of Common and General Partner Units
 
Excess Consideration
 
Pro Forma
Adjustments
Common unitholders – public
 
$
(100
)
 
$
—

 
$
—

 
$
(100
)
Common unitholder – Valero
 
(78
)
 
98,000

 
(116,172
)
 
(18,250
)
Subordinated unitholder – Valero
 
(166
)
 
—

 
(248,705
)
 
(248,871
)
General partner – Valero
 
(7
)
 
2,000

 
(10,488
)
 
(8,495
)
Total
 
$
(351
)
 
$
100,000

 
$
(375,365
)
 
$
(275,716
)

Excess consideration of $375.4 million is calculated as total consideration of $671.2 million for the Acquired Business, net of Valero’s net investment in the Acquired Business of $295.7 million and net of the reduction in the deferred tax liability of $144,000 as described in Note (c).

(e)
This adjustment reflects the elimination of Valero’s net investment in the Acquired Business, and its reclassification to partners’ capital (see Note (d)).

(f)
This adjustment reflects revenues associated with the Partnership’s entry into additional schedules to our commercial agreements with Valero related to the Acquired Business. Revenues were calculated using the throughput rates included in those schedules. Volumes used were historical volumes throughput and handled by the assets of the Acquired Business.

(g)
This adjustment reflects the following increases to operating expenses:

•
a net increase of $2.5 million for each of the years ended December 31, 2014 and 2013 for insurance premiums in excess of those allocated by Valero in the combined financial statements of the Acquired Business for business interruption, property, and third-party liability insurance coverage.


8




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



The insurance premiums that we will incur are based on quotes from Valero’s captive insurance company from which we will obtain insurance coverage.

•
a net decrease of $1.3 million and net increase of $458,000 for the years ended December 31, 2014 and 2013, respectively, for the payment of rent expense on land located at Valero’s Houston Refinery and St. Charles Refinery, net of rent expense and other facility-related expenses, including utilities, allocated to the Acquired Business.

•
a net increase of $493,000 and net decrease of $3.0 million for the years ended December 31, 2014 and 2013, respectively, for the annual secondment fee of $17.4 million payable by the Partnership to Valero related to the Acquired Business, net of employee-related expenses allocated to the Acquired Business.

(h)
This adjustment reflects a net increase of $833,000 and $839,000 for the years ended December 31, 2014 and 2013, respectively, to general and administrative expenses for the annual administrative fee payable by the Partnership to Valero in excess of such expenses allocated to the Acquired Business. The annual administrative fee increased from $9.3 million to $10.4 million as of March 1, 2015, for the management of our day-to-day operations after the closing of the Acquisition under the amended and restated schedules to our omnibus agreement.

(i)
This adjustment reflects variable interest expense at 1.41% and 1.44% for the years ended December 31, 2014 and 2013, respectively, on the $160.0 million of borrowings under the subordinated loan agreement with Valero and $200.0 million of borrowings under our revolving credit agreement, partially offset by a reduction of $355,000 and $15,000 in the years ended December 31, 2014 and 2013, respectively, in the commitment fee for the unutilized portion of the revolving credit agreement. A change of 0.125% in the interest rate associated with the borrowings would result in a $450,000 change in annual interest expense.

(j)
This adjustment reflects the increase in tax expense attributable to the Texas margin tax.

(k)
The purpose of this adjustment is to reflect our general partner’s interest in our net income. We compute net income allocated to the general partnership interest by applying the provisions of our partnership agreement as more fully described in Note (l).

(l)
Basic and diluted net income per limited partner unit is determined pursuant to the two-class method for master limited partnerships. The two-class method is an earnings allocation formula that is used to determine earnings to our general partner, common unitholders, and participating securities according to (i) distributions pertaining to each period’s net income and (ii) participation rights in undistributed earnings.

We calculate net income available to limited partners based on the distributions pertaining to each period’s net income. After considering the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner, limited partners, and other participating securities in accordance with the contractual terms of our partnership agreement and as prescribed under the two-class method. Participating securities include incentive distribution rights


9




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



(IDRs) and awards under our 2013 Incentive Compensation Plan that receive distribution equivalent rights (DERs). However, the terms of our partnership agreement limit the general partner’s incentive distribution to the amount of available cash, which, as defined in our partnership agreement, is net of reserves deemed appropriate. As such, IDRs are not allocated undistributed earnings or distributions in excess of earnings in the calculation of net income per limited partner unit. Diluted net income per limited partner unit is computed based on the weighted average number of units plus the effect of dilutive potential units outstanding during the period using the two-class method.

Pro forma net income per limited partner unit is calculated only for the periods subsequent to the Offering as no units were outstanding prior to the Offering. Because all newly issued common units and general partner units associated with the Acquisition were assumed to have been outstanding for the entire period subsequent to the Offering, the pro forma basic and diluted weighted average number of common and subordinated units outstanding equals the number of common and subordinated units outstanding as of December 31, 2014 and 2013, plus the number of newly issued common units, or 1,908,100 units, at the closing of the Acquisition.

For purposes of the pro forma calculation, we have assumed that distributions were declared for each common and subordinated unit equal to actual distributions declared during 2013 and 2014, including cash distributions declared on IDRs during 2014.



10




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



The following reflects the calculation of pro forma net income per limited partner unit for the years ended December 31, 2014 and 2013 in the manner described above (in thousands, except per unit amounts). All amounts, including distributions, are on a pro forma basis.
 
 
Year Ended December 31, 2014
 
 
 
 
Limited Partners
 
 
 
 
 
 
General
Partner
 
Common
Units
 
Subordinated
Units
 
Restricted
Units
 
Total
Allocation of pro forma net income to determine pro forma net income available to limited partners:
 
 
 
 
 
 
 
 
 
 
Distributions, excluding general
partner’s IDRs
 
$
1,147

 
$
28,887

 
$
27,091

 
$
—

 
$
57,125

General partner’s IDRs
 
200

 
—

 
—

 
—

 
200

DERs
 
—

 
—

 
—

 
6

 
6

Distributions and DERs declared
 
1,347

 
28,887

 
27,091

 
6

 
57,331

Undistributed earnings
 
1,073

 
27,124

 
25,438

 
4

 
53,639

Pro forma net income available
to limited partners – basic
 
$
2,420

 
56,011

 
52,529

 
$
10

 
$
110,970

Add: DERs
 
 
 
10

 
—

 
 
 
 
Pro forma net income available
to limited partners – diluted
 
 
 
$
56,021

 
$
52,529

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited
partner unit – basic:
 
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
30,698

 
28,790

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – basic
 
 
 
$
1.83

 
$
1.83

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – diluted:
 
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
30,698

 
28,790

 
 
 
 
Common equivalent units for
restricted units
 
 
 
1

 
—

 
 
 
 
Weighted-average units outstanding – diluted
 
 
 
30,699

 
28,790

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – diluted
 
 
 
$
1.83

 
$
1.83

 
 
 
 




11




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



 
 
Year Ended December 31, 2013
 
 
 
 
Limited Partners
 
 
 
 
General
Partner
 
Common
Units
 
Subordinated
Units
 
Total
Allocation of pro forma net income to determine pro forma net income available to limited partners:
 
 
 
 
 
 
 
 
Distributions
 
$
45

 
$
1,136

 
$
1,065

 
$
2,246

Undistributed earnings
 
46

 
1,171

 
1,099

 
2,316

Pro forma net income available to limited partners – basic and diluted
 
$
91

 
$
2,307

 
$
2,164

 
$
4,562

 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
30,698

 
28,790

 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – basic and diluted
 
 
 
$
0.08

 
$
0.08

 
 



12

VALERO ENERGY PARTNERS LP Reports