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EX-32.01 - EXHIBIT 32.01 - VALERO ENERGY PARTNERS LPvlpexh3201-9302016.htm
EX-31.02 - EXHIBIT 31.02 - VALERO ENERGY PARTNERS LPvlpexh3102-9302016.htm
EX-31.01 - EXHIBIT 31.01 - VALERO ENERGY PARTNERS LPvlpexh3101-9302016.htm
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-36232
VALERO ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware
90-1006559
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
One Valero Way
San Antonio, Texas
(Address of principal executive offices)
78249
(Zip Code)
(210) 345-2000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
The registrant had 67,354,766 common units and 1,374,268 general partner units outstanding at November 3, 2016.
 
 
 
 
 
 
 
 
 
 




VALERO ENERGY PARTNERS LP
TABLE OF CONTENTS
 
 
 
Page
 
 
 



i



PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
VALERO ENERGY PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
 
 
 
September 30,
2016
 
December 31,
2015 (a)
 
 
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
35,399

 
$
80,783

Receivables from related party
 
26,314

 
18,088

Receivables
 
3,416

 

Prepaid expenses and other
 
409

 
632

Total current assets
 
65,538

 
99,503

Property and equipment, at cost
 
1,198,363

 
1,176,843

Accumulated depreciation
 
(344,541
)
 
(325,562
)
Property and equipment, net
 
853,822

 
851,281

Deferred charges and other assets, net
 
2,957

 
3,322

Total assets
 
$
922,317

 
$
954,106

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of capital lease obligations
 
$
45

 
$
913

Accounts payable
 
7,454

 
9,264

Accrued liabilities
 
1,415

 
1,062

Accrued liabilities – related party
 
633

 
628

Taxes other than income taxes
 
2,276

 
1,276

Deferred revenue from related party
 
3,804

 
129

Total current liabilities
 
15,627

 
13,272

Debt and capital lease obligations, net of current portion
 
524,012

 
175,246

Notes payable to related party
 
370,000

 
370,000

Deferred income taxes
 
431

 
320

Other long-term liabilities
 
1,156

 
1,116

Commitments and contingencies
 


 


Partners’ capital:
 
 
 
 
Common unitholders – public
(21,581,589 and 21,509,651 units outstanding)
 
534,688

 
581,489

Common unitholder – Valero
(45,687,271 and 15,018,602 units outstanding)
 
(512,104
)
 
28,430

Subordinated unitholder – Valero
(0 and 28,789,989 units outstanding)
 

 
(313,961
)
General partner – Valero
(1,372,515 and 1,332,829 units outstanding)
 
(11,493
)
 
(5,805
)
Net investment
 

 
103,999

Total partners’ capital
 
11,091

 
394,152

Total liabilities and partners’ capital
 
$
922,317

 
$
954,106

 
 
 
 
 
 
(a) Financial information has been retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
See Condensed Notes to Consolidated Financial Statements.


1


VALERO ENERGY PARTNERS LP
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Unit Amounts)
(Unaudited)
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015 (a)
 
2016
 
2015 (a)
Operating revenues – related party
 
$
92,040

 
$
62,037

 
$
258,471

 
$
164,168

Costs and expenses:
 
 
 
 
 
 
 
 
Operating expenses (b)
 
24,089

 
27,482

 
72,461

 
80,812

General and administrative expenses (c)
 
4,094

 
3,731

 
12,174

 
11,000

Depreciation expense
 
11,319

 
13,760

 
34,652

 
34,702

Total costs and expenses
 
39,502

 
44,973

 
119,287

 
126,514

Operating income
 
52,538

 
17,064

 
139,184

 
37,654

Other income, net
 
76

 
29

 
210

 
166

Interest and debt expense, net of capitalized interest (d)
 
(3,672
)
 
(1,353
)
 
(9,582
)
 
(3,365
)
Income before income taxes
 
48,942

 
15,740

 
129,812

 
34,455

Income tax expense (benefit)
 
235

 
115

 
780

 
(62
)
Net income
 
48,707

 
15,625

 
129,032

 
34,517

Less: Net loss attributable to Predecessor
 
(3,002
)
 
(15,803
)
 
(15,422
)
 
(52,694
)
Net income attributable to partners
 
51,709

 
31,428

 
144,454

 
87,211

Less: General partner’s interest in net income
 
6,634

 
1,612

 
15,351

 
3,821

Limited partners’ interest in net income
 
$
45,075

 
$
29,816

 
$
129,103

 
$
83,390

 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit –
basic and diluted:
 
 
 
 
 
 
 
 
Common units
 
$
0.77

 
$
0.51

 
$
2.08

 
$
1.43

Subordinated units
 
$
0.29

 
$
0.49

 
$
1.73

 
$
1.40

 
 
 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
 
 
 
 
 
 
Common units – basic and diluted
 
53,899

 
30,698

 
42,597

 
30,279

Subordinated units – basic and diluted
 
12,517

 
28,790

 
23,326

 
28,790

 
 
 
 
 
 
 
 
 
 
Cash distribution declared per unit
 
$
0.3850

 
$
0.3075

 
$
1.0900

 
$
0.8775

 
 
 
 
 
 
 
 
 
 
(a) Financial information has been retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
 
 
 
 
 
 
 
 
 
 
Supplemental information – each income statement line item reflected below includes expenses incurred for services or financing provided by related party as follows:
(b) Operating expenses – related party
 
$
12,986

 
$
12,278

 
$
38,521

 
$
36,368

(c) General and administrative expenses – related party
 
$
3,156

 
$
2,935

 
$
9,353

 
$
8,639

(d) Interest and debt expense – related party
 
$
1,649

 
$
589

 
$
4,799

 
$
1,357


See Condensed Notes to Consolidated Financial Statements.


2


VALERO ENERGY PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(In Thousands)
(Unaudited)
 
 
Partnership
 
 
 
 
 
 
Common
Unitholders
Public
 
Common
Unitholder
Valero
 
Subordinated
Unitholder
Valero
 
General
Partner
Valero
 
Net
Investment
 
Total
Balance as of December 31, 2014 (a)
$
374,954

 
$
58,844

 
$
146,804

 
$
4,617

 
$
484,375

 
$
1,069,594

Net income (loss):
 
 
 
 
 
 
 
 
 
 
 
Attributable to Predecessor (b)

 

 

 

 
(52,694
)
 
(52,694
)
Attributable to partners
24,348

 
18,406

 
40,636

 
3,821

 

 
87,211

Net transfers from Valero Energy Corporation (b)

 

 

 

 
61,491

 
61,491

Allocation of Valero Energy Corporation’s net investment in the Houston and St. Charles Terminal Services Business

 
82,330

 
205,396

 
8,383

 
(296,109
)
 

Consideration paid to Valero Energy Corporation for the acquisition of the Houston and St. Charles Terminal Services Business

 
(186,625
)
 
(465,592
)
 
(19,003
)
 

 
(671,220
)
Units issued to Valero Energy Corporation in connection with the acquisition of the Houston and St. Charles Terminal Services Business

 
98,000

 

 
2,000

 

 
100,000

Noncash capital contributions from Valero Energy Corporation

 
4,493

 
9,620

 
405

 

 
14,518

Cash distributions to unitholders
(14,420
)
 
(10,736
)
 
(24,068
)
 
(2,318
)
 

 
(51,542
)
Distribution equivalent right payments
(9
)
 

 

 

 

 
(9
)
Unit-based compensation
103

 

 

 

 

 
103

Balance as of September 30, 2015 (b)
$
384,976

 
$
64,712

 
$
(87,204
)
 
$
(2,095
)
 
$
197,063

 
$
557,452

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2015 (a)
$
581,489

 
$
28,430

 
$
(313,961
)
 
$
(5,805
)
 
$
103,999

 
$
394,152

Net income (loss):
 
 
 
 
 
 
 
 
 
 
 
Attributable to Predecessor

 

 

 

 
(15,422
)
 
(15,422
)
Attributable to partners
42,096

 
41,685

 
45,322

 
15,351

 

 
144,454

Net transfers from Valero Energy Corporation

 

 

 

 
15,030

 
15,030

Allocation of Valero Energy Corporation’s net investment in acquisitions

 
67,800

 
32,758

 
3,049

 
(103,607
)
 

Consideration paid to Valero Energy Corporation for acquisitions

 
(397,859
)
 
(153,067
)
 
(14,074
)
 

 
(565,000
)
Units issued to Valero Energy Corporation in connection with acquisitions

 
83,300

 

 
1,700

 

 
85,000

Conversion of subordinated units

 
(406,374
)
 
406,374

 

 

 

Units issued in public offering
6,096

 

 

 
58

 

 
6,154

Transfers to (from) partners
(73,075
)
 
75,765

 

 
(2,690
)
 

 

Noncash capital contributions from Valero Energy Corporation

 
11,057

 
12,084

 
679

 

 
23,820

Cash distributions to unitholders
(22,038
)
 
(15,908
)
 
(29,510
)
 
(9,761
)
 

 
(77,217
)
Distribution equivalent right payments
(14
)
 

 

 

 

 
(14
)
Unit-based compensation
134

 

 

 

 

 
134

Balance as of September 30, 2016
$
534,688

 
$
(512,104
)
 
$

 
$
(11,493
)
 
$

 
$
11,091

 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Financial information has been retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.
(b) Financial information has been retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.

See Condensed Notes to Consolidated Financial Statements.


3


VALERO ENERGY PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
 
 
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015 (a)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
129,032

 
$
34,517

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation expense
 
34,652

 
34,702

Deferred income tax expense (benefit)
 
301

 
(400
)
Changes in current assets and current liabilities
 
(2,179
)
 
(4,643
)
Changes in deferred charges and credits and other operating activities, net
 
406

 
341

Net cash provided by operating activities
 
162,212

 
64,517

Cash flows from investing activities:
 
 
 
 
Capital expenditures
 
(15,911
)
 
(30,748
)
Acquisitions from Valero Energy Corporation
 
(103,607
)
 
(296,109
)
Other investing activities, net
 
29

 
70

Net cash used in investing activities
 
(119,489
)
 
(326,787
)
Cash flows from financing activities:
 
 
 
 
Proceeds from debt borrowings
 
349,000

 
200,000

Repayment of debt and capital lease obligations
 
(868
)
 
(25,884
)
Proceeds from note payable to related party
 

 
160,000

Proceeds from issuance of common units
 
2,814

 

Proceeds from issuance of general partner units
 
58

 

Payment of offering costs
 
(373
)
 

Excess purchase price paid to Valero Energy Corporation over the carrying value of acquired assets
 
(376,393
)
 
(275,111
)
Cash distributions to unitholders and distribution equivalent right payments
 
(77,231
)
 
(51,551
)
Net transfers from Valero Energy Corporation
 
14,886

 
68,800

Net cash provided by (used in) financing activities
 
(88,107
)
 
76,254

Net decrease in cash and cash equivalents
 
(45,384
)
 
(186,016
)
Cash and cash equivalents at beginning of period
 
80,783

 
236,579

Cash and cash equivalents at end of period
 
$
35,399

 
$
50,563

 
 
 
 
 
 
(a) Financial information has been retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business from Valero Energy Corporation. See Notes 1 and 3.

See Condensed Notes to Consolidated Financial Statements.


4


VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.
BUSINESS AND BASIS OF PRESENTATION
Business
Valero Energy Partners LP (the Partnership) is a fee-based, master limited partnership formed by Valero (defined below) in July 2013 to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets.
References in this report to “Partnership,” “we,” “us,” or “our” refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. References in this report to “Valero” refer collectively to Valero Energy Corporation and its subsidiaries, other than Valero Energy Partners LP, any of its subsidiaries, or its general partner.
We acquired from Valero the Houston and St. Charles Terminal Services Business on March 1, 2015, the Corpus Christi Terminal Services Business on October 1, 2015, the McKee Terminal Services Business on April 1, 2016, and the Meraux and Three Rivers Terminal Services Business on September 1, 2016. See Note 3 for further discussion of these acquisitions from Valero.
Our assets consist of crude oil and refined petroleum products pipeline and terminal systems in the United States (U.S.) Gulf Coast and U.S. Mid-Continent regions that are integral to the operations of ten of Valero’s refineries.
We generate operating revenues by providing fee-based transportation and terminaling services to Valero.
Basis of Presentation
Our consolidated financial statements include the accounts of the Partnership as well as our Predecessor (defined below). All intercompany accounts and transactions have been eliminated.
The acquisitions from Valero were accounted for as transfers of businesses between entities under the common control of Valero. As entities under the common control of Valero, we recorded these acquisitions on our balance sheet at Valero’s carrying value rather than fair value. Transfers between entities under common control are accounted for as though the transfer occurred as of the beginning of the period of transfer, and prior period financial statements and financial information are retrospectively adjusted to furnish comparative information. Accordingly, the Partnership’s financial statements and related notes have been retrospectively adjusted to include the historical results of the acquisitions from Valero for all periods presented prior to the effective dates of each acquisition. We refer to the historical results of the acquisitions from Valero prior to their respective acquisition dates as those of our “Predecessor.”
The combined financial statements of our Predecessor were derived from the consolidated financial statements and accounting records of Valero and reflect the combined historical financial position, results of operations, and cash flows of our Predecessor as if the acquisitions from Valero had been combined for periods prior to the effective dates of each acquisition.
There were no transactions between the operations of our Predecessor; therefore, there were no intercompany transactions or accounts to be eliminated in connection with the combination of those operations. In addition, our Predecessor’s statements of income include direct charges for the management and operation of our assets and certain expenses allocated by Valero for general corporate services, such as treasury, accounting,


5



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and legal services. These expenses were charged, or allocated, to our Predecessor based on the nature of the expenses. Prior to the acquisitions from Valero, our Predecessor transferred cash to Valero daily and Valero funded our Predecessor’s operating and investing activities as needed. Therefore, transfers of cash to and from Valero’s cash management system are reflected as a component of net investment and are reflected as a financing activity in our statements of cash flows. In addition, interest expense was not included on the net cash transfers from Valero.
The financial information presented for the periods after the effective dates of the acquisitions from Valero represents the consolidated financial position, results of operations, and cash flows of the Partnership.
These unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three and nine months ended September 30, 2016 and 2015 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited financial statements. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. These unaudited financial statements and notes thereto should be read in conjunction with the audited financial statements of the Partnership included in our Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on August 4, 2016, which reflect retrospective adjustments to the Partnership’s 2015 Form 10-K filed with the SEC on February 26, 2016 for the historical results of operations and financial position of the McKee Terminal Services Business.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. On an ongoing basis, we review our estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
Accounting Pronouncements Adopted During the Period
In April 2015, the provisions of Accounting Standards Codification (ASC) Subtopic 835-30, “Interest–Imputation of Interest,” were amended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a note be reported in the balance sheet as a direct deduction from the face amount of that note, consistent with debt discounts, and that amortization of debt issuance costs be reported as interest expense. In August 2015, these provisions were further amended with guidance from the SEC staff, which provides that the staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These provisions were effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods. The adoption of this guidance effective January 1, 2016 did not affect our financial position or results of operations as our debt


6



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

issuance costs are associated with our revolving credit facility and therefore were not required to be reclassified.
Also in April 2015, the provisions of ASC Topic 260, “Earnings Per Share,” were amended to provide guidance on how master limited partnerships apply the two-class method of calculating earnings per unit for historical periods when they receive net assets in a dropdown transaction that is accounted for as a transaction between entities under common control as required under Subtopic 805-50, “Business Combinations–Related Issues.” The amendments specify that for purposes of calculating earnings per unit under the two-class method for periods before the date of a dropdown transaction, earnings or losses of a transferred business should be allocated entirely to the general partner. Qualitative disclosures are also required to describe how the rights to earnings or losses differ before and after the dropdown transaction for purposes of computing earnings per unit under the two-class method. These provisions were effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods. We have historically calculated our net income per unit after a dropdown transaction as prescribed by these provisions; therefore, the adoption of this guidance effective January 1, 2016 did not affect our financial position or results of operations, but resulted in additional disclosures as shown in Note 9.
In November 2015, the provisions of ASC Topic 740, “Income Taxes,” were amended to simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The amendments are effective for financial statements for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted as of the beginning of any interim or annual period. Effective January 1, 2016, we adopted this guidance on a retrospective basis, but such adoption did not affect our financial position as we had no current deferred tax amounts to reclassify.
Accounting Pronouncements Not Yet Adopted
In May 2014, the ASC was amended and a new accounting standard, ASC Topic 606, “Revenue from Contracts with Customers,” was issued to clarify the principles for recognizing revenue. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual periods. We have been evaluating and continue to evaluate the provisions of this standard and its impact on our business processes, business and accounting systems, and financial statements and related disclosures. A multi-disciplined implementation team has gained an understanding of the standard’s revenue recognition model, is completing the review and documentation of our commercial agreements with Valero, and is analyzing whether enhancements are needed to our business and accounting systems.
In January 2016, the provisions of ASC Subtopic 825-10, “Financial Instruments–Overall,” were amended to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. These provisions are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. We are currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures.
In February 2016, the ASC was amended and a new accounting standard, ASC Topic 842, “Leases,” was issued to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual periods, with early adoption permitted. We have been evaluating and continue


7



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

to evaluate the provisions of this standard and its impact on our business processes, business and accounting systems, and financial statements and related disclosures. A multi-disciplined implementation team has gained an understanding of the accounting and disclosure provisions of the standard and is in the process of analyzing the impacts to our business and accounting systems, including the development of new accounting systems to account for our leases and support the required disclosures.
3.
ACQUISITIONS
Acquisitions in 2015
Houston and St. Charles Terminal Services Business
Effective March 1, 2015, we acquired two subsidiaries from Valero that own and operate crude oil, intermediates, and refined petroleum products terminals supporting Valero’s Houston Refinery (in Houston, Texas) and St. Charles Refinery (in Norco, Louisiana) for total consideration of $671.2 million, which consisted of (i) a cash distribution to Valero of $571.2 million and (ii) the issuance of 1,908,100 common units and 38,941 general partner units having an aggregate value of $100.0 million. We funded the cash distribution 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 credit agreement we entered into with Valero. See Note 6 for further discussion of the borrowings under our revolving credit facility and this subordinated credit agreement.
Corpus Christi Terminal Services Business
Effective October 1, 2015, we acquired Valero’s Corpus Christi East Terminal and Corpus Christi West Terminal (collectively, the Corpus Christi Terminal Services Business) for total consideration of $465.0 million, which consisted of (i) a cash distribution to Valero of $395.0 million and (ii) the issuance of 1,570,513 common units and 32,051 general partner units having an aggregate value of $70.0 million. We funded the cash distribution with $395.0 million of proceeds from a subordinated credit agreement with Valero. The Corpus Christi Terminal Services Business is engaged in the business of terminaling crude oil, intermediates, and refined petroleum products at terminals in Corpus Christi, Texas and supports Valero’s Corpus Christi East and West Refineries. See Note 6 for further discussion of the borrowings under this subordinated credit agreement.
Acquisitions in 2016
McKee Terminal Services Business
Effective April 1, 2016, we acquired a subsidiary from Valero that owns and operates a crude oil, intermediates, and refined petroleum products terminal that supports Valero’s McKee Refinery (in Sunray, Texas) for total consideration of $240.0 million, which consisted of (i) a cash distribution to Valero of $204.0 million and (ii) the issuance of 728,775 common units and 14,873 general partner units having an aggregate value of $36.0 million. We funded the cash distribution with $65.0 million of our cash on hand and $139.0 million of borrowings under our revolving credit facility. See Note 6 for further discussion of the borrowings under our revolving credit facility.


8



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Meraux and Three Rivers Terminal Services Business
Effective September 1, 2016, we acquired Valero’s Meraux Terminal and Three Rivers Terminal (collectively, the Meraux and Three Rivers Terminal Services Business) for total consideration of $325.0 million which consisted of (i) a cash distribution to Valero of $276.0 million and (ii) the issuance of 1,149,905 common units and 23,467 general partner units having an aggregate value of $49.0 million. We funded the cash distribution with $66.0 million of our cash on hand and $210.0 million of borrowings under our revolving credit facility. See Note 6 for further discussion of the borrowings under our revolving credit facility.


9



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Presentation of Reported Financial Information
The following table presents our previously reported balance sheet as of December 31, 2015 (as presented in our Current Report on Form 8-K filed with the SEC on August 4, 2016 described in Note 1) retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business (in thousands).
 
 
Valero
Energy
Partners LP
(Previously
Reported)
 
Meraux and
Three Rivers
Terminal
Services
Business
 
Valero
Energy
Partners LP
(Currently
Reported)
ASSETS
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
80,783

 
$

 
$
80,783

Receivables from related party
 
18,088

 

 
18,088

Prepaid expenses and other
 
632

 

 
632

Total current assets
 
99,503

 

 
99,503

Property and equipment, at cost
 
1,110,399

 
66,444

 
1,176,843

Accumulated depreciation
 
(310,558
)
 
(15,004
)
 
(325,562
)
Property and equipment, net
 
799,841

 
51,440

 
851,281

Deferred charges and other assets, net
 
3,322

 

 
3,322

Total assets
 
$
902,666

 
$
51,440

 
$
954,106

LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Current portion of capital lease obligations
 
$
913

 
$

 
$
913

Accounts payable
 
9,264

 

 
9,264

Accrued liabilities
 
1,062

 

 
1,062

Accrued liabilities – related party
 
628

 

 
628

Taxes other than income taxes
 
1,276

 

 
1,276

Deferred revenue from related party
 
129

 

 
129

Total current liabilities
 
13,272

 

 
13,272

Debt and capital lease obligations, net of current portion
 
175,246

 

 
175,246

Notes payable to related party
 
370,000

 

 
370,000

Deferred income taxes
 
320

 

 
320

Other long-term liabilities
 
1,116

 

 
1,116

Partners’ capital:
 
 
 
 
 
 
Common unitholders – public
 
581,489

 

 
581,489

Common unitholder – Valero
 
28,430

 

 
28,430

Subordinated unitholder – Valero
 
(313,961
)
 

 
(313,961
)
General partner – Valero
 
(5,805
)
 

 
(5,805
)
Net investment
 
52,559

 
51,440

 
103,999

Total partners’ capital
 
342,712

 
51,440

 
394,152

Total liabilities and partners’ capital
 
$
902,666

 
$
51,440

 
$
954,106



10



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present our previously reported statements of income for the three and nine months ended September 30, 2015 (as presented in our Quarterly Report on Form 10-Q filed with the SEC on November 3, 2015) retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business (in thousands).
 
 
Three Months Ended September 30, 2015
 
 
Valero
Energy
Partners LP
(Previously
Reported)
 
Corpus
Christi
Terminal
Services
Business
 
McKee
Terminal
Services
Business
 
Meraux and
Three Rivers
Terminal
Services
Business
 
Valero
Energy
Partners LP
(Currently
Reported)
Operating revenues – related party
 
$
62,037

 
$

 
$

 
$

 
$
62,037

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
15,042

 
6,198

 
2,405

 
3,837

 
27,482

General and administrative expenses
 
3,444

 
91

 
66

 
130

 
3,731

Depreciation expense
 
10,684

 
1,279

 
1,125

 
672

 
13,760

Total costs and expenses
 
29,170

 
7,568

 
3,596

 
4,639

 
44,973

Operating income (loss)
 
32,867

 
(7,568
)
 
(3,596
)
 
(4,639
)
 
17,064

Other income, net
 
29

 

 

 

 
29

Interest and debt expense,
net of capitalized interest
 
(1,353
)
 

 

 

 
(1,353
)
Income (loss) before income taxes
 
31,543

 
(7,568
)
 
(3,596
)
 
(4,639
)
 
15,740

Income tax expense
 
115

 

 

 

 
115

Net income (loss)
 
31,428

 
(7,568
)
 
(3,596
)
 
(4,639
)
 
15,625

Less: Net loss attributable to Predecessor
 

 
(7,568
)
 
(3,596
)
 
(4,639
)
 
(15,803
)
Net income attributable to partners
 
$
31,428

 
$

 
$

 
$

 
$
31,428



11



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
 
Nine Months Ended September 30, 2015
 
 
Valero
Energy
Partners LP
(Previously
Reported)
 
Corpus
Christi
Terminal
Services
Business
 
McKee
Terminal
Services
Business
 
Meraux and
Three Rivers
Terminal
Services
Business
 
Valero
Energy
Partners LP
(Currently
Reported)
Operating revenues – related party
 
$
164,168

 
$

 
$

 
$

 
$
164,168

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
47,280

 
17,089

 
5,763

 
10,680

 
80,812

General and administrative expenses
 
10,169

 
267

 
189

 
375

 
11,000

Depreciation expense
 
25,887

 
3,165

 
3,379

 
2,271

 
34,702

Total costs and expenses
 
83,336

 
20,521

 
9,331

 
13,326

 
126,514

Operating income (loss)
 
80,832

 
(20,521
)
 
(9,331
)
 
(13,326
)
 
37,654

Other income, net
 
166

 

 

 

 
166

Interest and debt expense,
net of capitalized interest
 
(3,365
)
 

 

 

 
(3,365
)
Income (loss) before income taxes
 
77,633

 
(20,521
)
 
(9,331
)
 
(13,326
)
 
34,455

Income tax benefit
 
(62
)
 

 

 

 
(62
)
Net income (loss)
 
77,695

 
(20,521
)
 
(9,331
)
 
(13,326
)
 
34,517

Less: Net loss attributable to Predecessor
 
(9,516
)
 
(20,521
)
 
(9,331
)
 
(13,326
)
 
(52,694
)
Net income attributable to partners
 
$
87,211

 
$

 
$

 
$

 
$
87,211



12



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents our previously reported statement of cash flows for the nine months ended September 30, 2015 (as presented in our Quarterly Report on Form 10-Q filed with the SEC on November 3, 2015) retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business (in thousands).
 
 
Nine Months Ended September 30, 2015
 
 
Valero
Energy
Partners LP
(Previously
Reported)
 
Corpus Christi
Terminal
 Services
 Business
 
McKee
Terminal
Services
Business
 
Meraux and
Three Rivers
Terminal
Services
Business
 
Valero
Energy
Partners LP
(Currently
Reported)
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
77,695

 
$
(20,521
)
 
$
(9,331
)
 
$
(13,326
)
 
$
34,517

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
 
Depreciation expense
 
25,887

 
3,165

 
3,379

 
2,271

 
34,702

Deferred income tax benefit
 
(400
)
 

 

 

 
(400
)
Changes in current assets and current liabilities
 
(4,643
)
 

 

 

 
(4,643
)
Changes in deferred charges and credits and other operating activities, net
 
341

 

 

 

 
341

Net cash provided by (used in) operating activities
 
98,880

 
(17,356
)
 
(5,952
)
 
(11,055
)
 
64,517

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(7,246
)
 
(18,799
)
 
(217
)
 
(4,486
)
 
(30,748
)
Acquisition of the Houston and St. Charles Terminal Services Business from Valero Energy Corporation
 
(296,109
)
 

 

 

 
(296,109
)
Other investing activities, net
 
70

 

 

 

 
70

Net cash used in investing activities
 
(303,285
)
 
(18,799
)
 
(217
)
 
(4,486
)
 
(326,787
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from debt borrowings
 
200,000

 

 

 

 
200,000

Repayment of debt and capital lease obligations
 
(25,884
)
 

 

 

 
(25,884
)
Proceeds from note payable to related party
 
160,000

 

 

 

 
160,000

Excess purchase price paid to Valero Energy Corporation over the carrying value of the Houston and St. Charles Terminal Services Business
 
(275,111
)
 

 

 

 
(275,111
)
Cash distributions to unitholders and distribution equivalent right payments
 
(51,551
)
 

 

 

 
(51,551
)
Net transfers from Valero Energy Corporation
 
10,935

 
36,155

 
6,169

 
15,541

 
68,800

Net cash provided by financing activities
 
18,389

 
36,155

 
6,169

 
15,541

 
76,254

Net decrease in cash and cash equivalents
 
(186,016
)
 

 

 

 
(186,016
)
Cash and cash equivalents at beginning of period
 
236,579

 

 

 

 
236,579

Cash and cash equivalents at end of period
 
$
50,563

 
$

 
$

 
$

 
$
50,563



13



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.
RELATED-PARTY TRANSACTIONS
Agreements Effective with the Acquisitions in 2016
The following agreements became effective with our acquisitions of the McKee Terminal Services Business and the Meraux and Three Rivers Terminal Services Business, coinciding with the effective dates of each acquisition.
Commercial Agreements
We entered into additional schedules under our existing master terminal services agreement with respect to the McKee, Meraux, and Three Rivers terminals. The McKee terminal schedule has an initial term through April 1, 2026 and the Meraux and Three Rivers terminal schedules have initial terms through September 1, 2026. Each schedule provides Valero an option to renew for one additional five-year term and contains minimum throughput requirements and inflation escalators.
Amended and Restated Omnibus Agreement
We entered into amended and restated schedules to our amended and restated omnibus agreement with Valero that include the following modifications, among others:
the indemnification obligations of Valero and the Partnership were extended to apply to the McKee, Meraux, and Three Rivers terminals;
the administrative fee was increased from $11.2 million to $11.7 million per year in connection with the acquisition of the McKee Terminal Services Business in April 2016. The fee was increased again in September 2016 to $12.5 million per year in connection with the acquisition of the Meraux and Three Rivers Terminal Services Business. Each increase in 2016 will be prorated based on the number of days from the effective dates of each acquisition to December 31, 2016; and
the grant to Valero of a right of first refusal with respect to the McKee, Meraux, and Three Rivers terminals.
Amended and Restated Services and Secondment Agreement
Our general partner entered into amended and restated exhibits to the amended and restated services and secondment agreement with Valero to provide for the additional secondment of employees to our general partner for the provision of services with respect to the McKee, Meraux, and Three Rivers terminals.
Lease and Access Agreements
We entered into a lease and access agreement with Valero with respect to the land on which the McKee terminal is located. This agreement has an initial term through April 1, 2026 with four automatic successive renewal periods of five years each. Either party may terminate the lease after the initial term by providing written notice. Initially, our base rent is $594,000 per year and is subject to an annual inflation escalator. We are also required to pay Valero a customary expense reimbursement for taxes, utilities, and similar costs incurred by Valero related to the leased premises.


14



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We entered into two lease and access agreements with Valero with respect to the land on which the Meraux and Three Rivers terminals are located. Each agreement has an initial term through September 1, 2026 with four automatic successive renewal periods of five years each. Either party may terminate each agreement after the initial term by providing written notice. Initially, our base rent under the Meraux and Three Rivers terminal agreements totals $971,000 per year and each agreement is subject to annual inflation escalators. We are also required to pay Valero a customary expense reimbursement for taxes, utilities, and similar costs incurred by Valero related to the leased premises.
Summary of Transactions
Receivables from related party consist of the following (in thousands):
 
 
 
September 30,
2016
 
December 31,
2015
 
 
 
 
Trade receivables – related party
 
$
33,771

 
$
26,103

Due to related party
 
(7,457
)
 
(8,015
)
Receivables from related party
 
$
26,314

 
$
18,088

The amounts shown in our balance sheets as “deferred revenue from related party” represent the unearned revenues from Valero associated with Valero’s quarterly deficiency payment, which is the result of Valero not meeting its minimum quarterly throughput commitments under certain schedules of our master transportation services agreement and master terminal services agreement (collectively, the commercial agreements).
All of our operating revenues are generated by providing services to Valero under our commercial agreements with Valero. The cost of services provided to us by Valero, including the cost of financing provided to us by Valero in connection with certain acquisitions from Valero as more fully described in Notes 3 and 6, are reflected in the supplemental information disclosure on our statements of income.
Concentration Risk
All of our operating revenues were derived from transactions with Valero and all of the receivables from related party were due from Valero. Therefore, we are subject to the business risks associated with Valero’s business.
Leases
Certain schedules under our commercial agreements with Valero are considered operating leases under U.S. GAAP. These agreements contain minimum throughput requirements and escalation clauses to adjust transportation tariffs and terminaling and storage fees to reflect changes in price indices. Revenues from all of our commercial agreements with Valero that are considered operating leases are recorded within “operating revenues – related party” in our statements of income.


15



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The amounts shown in our statements of income as “operating revenues – related party” included revenues from our current commercial agreements with Valero that are considered operating leases are as follows (in thousands):
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015
 
2016
 
2015
Minimum rental revenues
 
$
60,133

 
$
32,207

 
$
164,659

 
$
79,684

Contingent rental revenues
 
10,710

 
6,407

 
28,271

 
15,389

Total lease revenues
 
$
70,843

 
$
38,614

 
$
192,930

 
$
95,073

As of September 30, 2016, future minimum rentals to be received related to these noncancelable commercial agreements were as follows (in thousands):
Remainder of 2016
$
68,206

2017
270,603

2018
270,603

2019
270,603

2020
271,344

Thereafter
1,245,319

Total minimum rental payments
$
2,396,678



16



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.
PROPERTY AND EQUIPMENT
Major classes of property and equipment consisted of the following (in thousands):
 
 
 
September 30, 2016
 
 
 
Non-Leased
Assets
 
Assets
Under
Operating
Leases (a)
 
Total
Pipelines and related assets
 
$
227,495

 
$
46,964

 
$
274,459

Terminals and related assets
 
112,017

 
776,829

 
888,846

Other
 
9,488

 

 
9,488

Land
 
4,672

 

 
4,672

Construction-in-progress
 
20,898

 

 
20,898

Property and equipment, at cost
 
374,570

 
823,793

 
1,198,363

Accumulated depreciation
 
(116,029
)
 
(228,512
)
 
(344,541
)
Property and equipment, net
 
$
258,541

 
$
595,281

 
$
853,822


 
 
 
December 31, 2015 (b)
 
 
 
Non-Leased
Assets
 
Assets
Under
Operating
Leases (a)
 
Total
Pipelines and related assets
 
$
228,586

 
$
46,739

 
$
275,325

Terminals and related assets
 
276,263

 
580,194

 
856,457

Other
 
9,352

 

 
9,352

Land
 
4,672

 

 
4,672

Construction-in-progress
 
31,037

 

 
31,037

Property and equipment, at cost
 
549,910

 
626,933

 
1,176,843

Accumulated depreciation
 
(180,543
)
 
(145,019
)
 
(325,562
)
Property and equipment, net
 
$
369,367

 
$
481,914

 
$
851,281

 
 
 
 
 
 
 
 
(a) Represents assets owned by us for which we are the lessor (see Note 4). Certain assets acquired in the acquisitions of the McKee Terminal Services Business and the Meraux and Three Rivers Terminal Services Business that were initially classified as non-leased assets were reclassified to assets under operating leases subsequent to the acquisitions on April 1, 2016 and September 1, 2016, respectively, in connection with entering into schedules under our commercial agreements with Valero that are considered operating leases (see Note 4).
(b) Financial information has been retrospectively adjusted for the acquisition of the Meraux and Three Rivers Terminal Services Business.
We have certain pipeline assets under capital lease agreements totaling $3.1 million and $14.9 million as of September 30, 2016 and December 31, 2015, respectively. Accumulated amortization on assets under capital leases was $3.1 million and $14.1 million as of September 30, 2016 and December 31, 2015, respectively. During 2016, certain pipeline assets under capital lease agreements were fully depreciated and were replaced with operating lease agreements.


17



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.
DEBT
Revolving Credit Facility
We have a $750.0 million senior unsecured revolving credit facility agreement (the Revolver) that matures in November 2020. We have the option to increase the aggregate commitments under the Revolver to $1.0 billion, subject to certain restrictions. The Revolver also provides for the issuance of letters of credit of up to $100.0 million. Our obligations under the Revolver are jointly and severally guaranteed by our directly owned subsidiary, Valero Partners Operating Co. LLC. Borrowings on the Revolver bear interest at a variable rate, which was 1.81 percent as of September 30, 2016. Accrued interest is payable in arrears on each Interest Payment Date (as defined in the Revolver) and on the maturity date.
During the nine months ended September 30, 2016, we borrowed $139.0 million and $210.0 million under the Revolver in connection with the acquisitions of the McKee Terminal Services Business and the Meraux and Three Rivers Terminal Services Business, respectively. During the nine months ended September 30, 2015, we borrowed $200.0 million under the Revolver in connection with the acquisition of the Houston and St. Charles Terminal Services Business. See Note 3 for information about our acquisitions from Valero.
During the nine months ended September 30, 2016, we made no repayments under the Revolver. During the nine months ended September 30, 2015, we repaid $25.0 million under the Revolver. As of September 30, 2016, we had $524.0 million of borrowings outstanding and no letters of credit outstanding under the Revolver. As of December 31, 2015, we had $175.0 million of borrowings outstanding and no letters of credit outstanding under the Revolver.
Subordinated Credit Agreements
During 2015, we entered into two subordinated credit agreements with Valero (the Loan Agreements), under which we borrowed $160.0 million and $395.0 million (collectively, the loans) to finance a portion of the acquisitions of the Houston and St. Charles Terminal Services Business and the Corpus Christi Terminal Services Business, respectively, as described in Note 3. The loans mature on March 1 and October 1, 2020, respectively, and may be prepaid at any time without penalty. We are not permitted to reborrow amounts. The loans bear interest at the LIBO Rate (as defined in the Loan Agreements) plus the applicable margin. Accrued interest is payable in arrears on each Interest Payment Date (as defined in the Loan Agreements) and on each maturity date. As of September 30, 2016, the interest rate on each of the loans was 1.77 percent.
During the nine months ended September 30, 2016 and 2015, we made no repayments under the loans. As of September 30, 2016 and December 31, 2015, we had $370.0 million outstanding under the Loan Agreements.
Capitalized Interest
Capitalized interest was $13,000 and $6,000 for the three months ended September 30, 2016 and 2015, respectively, and $48,000 and $12,000 for the nine months ended September 30, 2016 and 2015, respectively.


18



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.
OPERATING LEASES
We have long-term operating lease commitments primarily with Valero for land used in the terminaling and transportation of crude oil and refined petroleum products. Certain leases contain escalation clauses and renewal options that allow for the same rental payment over the lease term or a revised rental payment based on fair rental value or negotiated value. Currently, one of our land leases with Valero does not contain a renewal option. We expect that, in the normal course of business, our leases will be renewed or replaced by other leases.
As of September 30, 2016, our future minimum rentals for leases having initial or remaining noncancelable lease terms in excess of one year were as follows (in thousands):
Remainder of 2016
$
2,798

2017
10,533

2018
10,490

2019
10,490

2020
10,490

Thereafter
62,988

Total minimum rental payments
$
107,789

Rental expense for all operating leases was $2.5 million and $1.9 million for the three months ended September 30, 2016 and 2015, respectively, and $7.1 million and $4.7 million for the nine months ended September 30, 2016 and 2015, respectively. Rental expense for the three and nine months ended September 30, 2015 has been retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business.



19



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.
CASH DISTRIBUTIONS
Our partnership agreement prescribes the amount and priority of cash distributions that our limited partners and general partner will receive. Our distributions are declared subsequent to quarter end. The table below summarizes information related to our quarterly cash distributions that have been declared since January 1, 2015:
Quarterly
Period
Ended
 
Total
Quarterly
Distribution
(Per Unit)
 
Total Cash
Distribution
(In Thousands)
 
Declaration
Date
 
Record
Date
 
Distribution
Date
September 30, 2016
 
$
0.3850

 
$
32,175

 
October 24, 2016
 
November 3, 2016
 
November 10, 2016
June 30, 2016
 
0.3650

 
28,912

 
July 21, 2016
 
August 1, 2016
 
August 9, 2016
March 31, 2016
 
0.3400

 
25,608

 
April 21, 2016
 
May 2, 2016
 
May 10, 2016
December 31, 2015
 
0.3200

 
22,711

 
January 25, 2016
 
February 4, 2016
 
February 11, 2016
September 30, 2015
 
0.3075

 
20,164

 
October 15, 2015
 
November 2, 2015
 
November 10, 2015
June 30, 2015
 
0.2925

 
18,456

 
July 24, 2015
 
August 3, 2015
 
August 11, 2015
March 31, 2015
 
0.2775

 
17,266

 
April 21, 2015
 
May 1, 2015
 
May 12, 2015
December 31, 2014
 
0.2660

 
15,829

 
January 26, 2015
 
February 5, 2015
 
February 12, 2015
The following table reflects the allocation of total cash distributions to the general and limited partners and distribution equivalent right (DER) payments applicable to the period in which the distributions and DERs were earned (in thousands):
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
General partner’s distributions:
 
 
 
 
 
 
 
 
General partner’s distributions
 
$
644

 
$
404

 
$
1,734

 
$
1,118

General partner’s incentive distribution
rights (IDRs)
 
5,600

 
982

 
12,462

 
2,076

Total general partner’s distributions
 
6,244

 
1,386

 
14,196

 
3,194

Limited partners’ distributions:
 
 
 
 
 
 
 
 
Common – public
 
8,336

 
5,305

 
23,495

 
15,137

Common – Valero
 
17,590

 
4,618

 
28,692

 
12,284

Subordinated – Valero
 

 
8,853

 
20,297

 
25,263

Total limited partners’ distributions
 
25,926

 
18,776

 
72,484

 
52,684

DERs
 
5

 
2

 
15

 
8

Total cash distributions, including DERs
 
$
32,175

 
$
20,164

 
$
86,695

 
$
55,886



20



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.
NET INCOME PER LIMITED PARTNER UNIT
Distributions to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per limited partner unit.
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 IDRs and awards under our Valero Energy Partners LP 2013 Incentive Compensation Plan (2013 ICP) that receive 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.
Net losses of our Predecessor are allocated to the general partner. Subsequent to the effective dates of the acquisitions from Valero, we calculate net income available to limited partners based on the methodology described above.
Basic 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.
Diluted net income per limited partner unit is also determined using the two-class method, unless the treasury stock method is more dilutive. For the three and nine months ended September 30, 2016 and 2015, we used the two-class method to determine diluted net income per limited partner unit. We did not have any potentially dilutive instruments outstanding during the three and nine months ended September 30, 2016 and 2015.
Effective August 10, 2016, all of our subordinated units, which were owned by Valero, were converted on a one-for-one basis into common units. The subordinated units were only allocated earnings generated by us through the conversion date. See Note 10 for further discussion of the conversion of subordinated units.


21



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net income per unit was computed as follows (in thousands, except per unit amounts):
 
 
Three Months Ended September 30, 2016
 
 
 
 
Limited Partners
 
 
 
 
 
 
General
Partner
 
Common
Units
 
Subordinated
Units
 
Restricted
Units
 
Total
Allocation of net income to determine net income available to limited partners:
 
 
 
 
 
 
 
 
 
 
Distributions, excluding general partner’s IDRs
 
$
644

 
$
25,926

 
$

 
$

 
$
26,570

General partner’s IDRs
 
5,600

 

 

 

 
5,600

DERs
 

 

 

 
5

 
5

Distributions and DERs declared
 
6,244

 
25,926

 

 
5

 
32,175

Undistributed earnings
 
390

 
15,533

 
3,607

 
4

 
19,534

Net income available to
limited partners – basic and diluted
 
$
6,634

 
$
41,459

 
$
3,607

 
$
9

 
$
51,709

 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
53,899

 
12,517

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted
 
 
 
$
0.77

 
$
0.29

 
 
 
 



22



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
 
Three Months Ended September 30, 2015
 
 
 
 
Limited Partners
 
 
 
 
 
 
General
Partner
 
Common
Units
 
Subordinated
Units
 
Restricted Units
 
Total
Allocation of net income to determine net income available to limited partners:
 
 
 
 
 
 
 
 
 
 
Distributions, excluding general partner’s IDRs
 
$
404

 
$
9,923

 
$
8,853

 
$

 
$
19,180

General partner’s IDRs
 
982

 

 

 

 
982

DERs
 

 

 

 
2

 
2

Distributions and DERs declared
 
1,386

 
9,923

 
8,853

 
2

 
20,164

Undistributed earnings
 
226

 
5,691

 
5,345

 
2

 
11,264

Net income available to
limited partners – basic and diluted
 
$
1,612

 
$
15,614

 
$
14,198

 
$
4

 
$
31,428

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

 
28,790

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted
 
 
 
$
0.51

 
$
0.49

 
 
 
 



23



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
 
Nine Months Ended September 30, 2016
 
 
 
 
Limited Partners
 
 
 
 
 
 
General
Partner
 
Common
Units
 
Subordinated
Units
 
Restricted
Units
 
Total
Allocation of net income to determine net income available to limited partners:
 
 
 
 
 
 
 
 
 
 
Distributions, excluding general partner’s IDRs
 
$
1,734

 
$
52,187

 
$
20,297

 
$

 
$
74,218

General partner’s IDRs
 
12,462

 

 

 

 
12,462

DERs
 

 

 

 
15

 
15

Distributions and DERs declared
 
14,196

 
52,187

 
20,297

 
15

 
86,695

Undistributed earnings
 
1,155

 
36,568

 
20,025

 
11

 
57,759

Net income available to
limited partners – basic and diluted
 
$
15,351

 
$
88,755

 
$
40,322

 
$
26

 
$
144,454

 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
42,597

 
23,326

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted
 
 
 
$
2.08

 
$
1.73

 
 
 
 


24



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
 
Nine Months Ended September 30, 2015
 
 
 
 
Limited Partners
 
 
 
 
 
 
General
Partner
 
Common
Units
 
Subordinated
Units
 
Restricted Units
 
Total
Allocation of net income to determine net income available to limited partners:
 
 
 
 
 
 
 
 
 
 
Distributions, excluding general partner’s IDRs
 
$
1,118

 
$
27,421

 
$
25,263

 
$

 
$
53,802

General partner’s IDRs
 
2,076

 

 

 

 
2,076

DERs
 

 

 

 
8

 
8

Distributions and DERs declared
 
3,194

 
27,421

 
25,263

 
8

 
55,886

Undistributed earnings
 
627

 
15,733

 
14,960

 
5

 
31,325

Net income available to
limited partners – basic and diluted
 
$
3,821

 
$
43,154

 
$
40,223

 
$
13

 
$
87,211

 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
30,279

 
28,790

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted
 
 
 
$
1.43

 
$
1.40

 
 
 
 
10.
PARTNERS’ CAPITAL
Subordinated Unit Conversion
The requirements under our partnership agreement for the conversion of all of our outstanding subordinated units into common units were satisfied upon the payment of our quarterly cash distribution on August 9, 2016. Therefore, effective August 10, 2016, all of our subordinated units, which were owned by Valero, were converted on a one-for-one basis into common units. The conversion of the subordinated units does not impact the amount of cash distributions paid or the total number of outstanding units.
ATM Program
On September 16, 2016, we filed a prospectus supplement to our shelf registration statement (which was declared effective on September 1, 2016) and entered into an equity distribution agreement pursuant to which we may offer and sell from time to time our common units having an aggregate offering price of up to $350.0 million based on amounts and terms agreed to by us and at prices determined “at the market” at the time of sale (our ATM Program). During September 2016, we issued 65,980 common units under our ATM Program and received proceeds of $2.8 million (net of $39,000 of compensation paid with respect to the sales of these units).


25



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In October 2016, we issued 78,805 units that were sold in late September 2016. As a result, we had a receivable for $3.4 million (net of $34,000 of compensation paid with respect to the sales of these units) as of September 30, 2016 for which the cash was received by October 5, 2016.
Concurrent with the issuance of common units under our ATM Program, we issued 1,346 general partner units to our general partner on September 30, 2016 for $58,000 in order to maintain its 2.0 percent general partner interest in the Partnership.
Transfers to (from) Partners
Subsequent to the expiration of the subordination period on August 10, 2016, all of our common units have equal rights, including rights to distributions and to our net assets in the event of liquidation. As a result, a reallocation of the carrying values of our public common unitholders’ interest in us and Valero’s common unitholder interest in us is required when a change in ownership occurs in order for the portion of those carrying values associated with activity subsequent to the subordination period to be equal to the respective unitholders’ ownership interests (in units) in us. The transactions that resulted in transfers to (from) partners include the issuance of equity to Valero in connection with our acquisition of the Meraux and Three Rivers Terminal Services Business on September 1, 2016 and the issuance of equity under our ATM Program in September 2016.
Unit Activity
Activity in the number of units was as follows:
 
 
Common
 
 
 
General
Partner
 
 
 
 
Public
 
Valero
 
Subordinated
 
 
Total
Balance as of December 31, 2014
 
17,255,208

 
11,539,989

 
28,789,989

 
1,175,102

 
58,760,288

Unit-based compensation
 
4,443

 

 

 

 
4,443

Units issued in connection with the acquisition of the Houston and St. Charles Terminal Services Business (see Note 3)
 

 
1,908,100

 

 
38,941

 
1,947,041

Balance as of September 30, 2015
 
17,259,651

 
13,448,089

 
28,789,989

 
1,214,043

 
60,711,772

 
 
 
 
 
 
 
 
 
 


Balance as of December 31, 2015
 
21,509,651

 
15,018,602

 
28,789,989

 
1,332,829

 
66,651,071

Unit-based compensation
 
5,958

 

 

 

 
5,958

Units issued in connection with acquisitions (see Note 3)
 

 
1,878,680

 

 
38,340

 
1,917,020

Conversion of subordinated units
 

 
28,789,989

 
(28,789,989
)
 

 

Units issued under ATM program
 
65,980

 

 

 

 
65,980

General partner units issued to maintain 2% interest
 

 

 

 
1,346

 
1,346

Balance as of September 30, 2016
 
21,581,589

 
45,687,271

 

 
1,372,515

 
68,641,375




26



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.
SUPPLEMENTAL CASH FLOW INFORMATION
In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands):
 
 
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015
Decrease (increase) in current assets:
 
 
 
 
Receivables from related party
 
$
(8,226
)
 
$
(6,354
)
Prepaid expenses and other
 
223

 
(33
)
Increase (decrease) in current liabilities:
 
 
 
 
Accounts payable
 
791

 
1,031

Accrued liabilities
 
353

 
(88
)
Accrued liabilities – related party
 
5

 
309

Taxes other than income taxes
 
1,000

 
470

Deferred revenue from related party
 
3,675

 
22

Changes in current assets and current liabilities
 
$
(2,179
)
 
$
(4,643
)
The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable balance sheets for the respective periods for the following reasons:
amounts accrued for capital expenditures are reflected in investing activities when such amounts are paid; and
amounts accrued for offering costs and debt issuance costs are reflected in financing activities when paid.
During the nine months ended September 30, 2016, we attributed $51.4 million of the total $204.0 million cash consideration paid for the acquisition of the McKee Terminal Services Business to the historical carrying value of this acquisition (an investing cash outflow). The remaining $152.6 million of the cash consideration represents the excess purchase price paid over the carrying value of this acquisition (a financing cash outflow).
During the nine months ended September 30, 2016, we attributed $52.2 million of the total $276.0 million cash consideration paid for the acquisition of the Meraux and Three Rivers Terminal Services Business to the historical carrying value of this acquisition (an investing cash outflow). The remaining $223.8 million of the cash consideration represents the excess purchase price paid over the carrying value of this acquisition (a financing cash outflow).
During the nine months ended September 30, 2015, we attributed $296.1 million of the total $571.2 million cash consideration paid for the acquisition of the Houston and St. Charles Terminal Services Business to the historical carrying value of this acquisition (an investing cash outflow). The remaining $275.1 million of cash consideration represents the excess purchase price paid over the carrying value of this acquisition (a financing cash outflow).


27



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Noncash investing and financing activities for the nine months ended September 30, 2016 included:
a capital contribution of $23.8 million for projects that were funded by Valero related primarily to the Houston, St. Charles, Corpus Christi, Meraux, and Three Rivers terminals. Valero agreed to fund these projects in connection with the acquisitions of the Houston and St. Charles Terminal Services Business, the Corpus Christi Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business;
the issuance of 728,775 common units and 14,873 general partner units having an aggregate value of $36.0 million in connection with the acquisition of the McKee Terminal Services Business described in Note 3;
the issuance of 1,149,905 common units and 23,467 general partner units having an aggregate value of $49.0 million in connection with the acquisition of the Meraux and Three Rivers Terminal Services Business described in Note 3;
the conversion of all of our outstanding subordinated units into common units having an aggregate value of $406.4 million described in Note 10; and
the transfers to (from) partners reflect the impact of ownership changes occurring as a result of the issuance of common units (i) to Valero for the acquisition of the Meraux and Three Rivers Terminal Services Business and (ii) under our ATM Program, described in Note 10.
Noncash investing and financing activities for the nine months ended September 30, 2015 included:
a capital contribution of $14.5 million for projects that were funded by Valero related primarily to the Houston and St. Charles terminals. Valero agreed to fund these projects as part of the acquisition of the Houston and St. Charles Terminal Services Business; and
the issuance of 1,908,100 common units and 38,941 general partner units having an aggregate value of $100.0 million in connection with the acquisition of the Houston and St. Charles Terminal Services Business described in Note 3.
The following is a reconciliation of the amounts presented as net transfers from Valero on our statements of partners’ capital and statements of cash flows (in thousands):
 
 
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015 (a)
Net transfers from Valero
per statements of partners’ capital
 
$
15,030

 
$
61,491

Less: Noncash transfers from (to) Valero
 
144

 
(7,309
)
Net transfers from Valero
per statements of cash flows
 
$
14,886

 
$
68,800

 
 
 
 
 
 
(a) Financial information has been retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business.


28



VALERO ENERGY PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Noncash transfers from (to) Valero primarily represent the change in amounts accrued by our Predecessor for capital expenditures as we do not reflect capital expenditures in our statements of cash flows until such amounts are paid.
Cash flows related to interest and income taxes paid were as follows (in thousands):
 
 
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015
Interest paid
 
$
8,688

 
$
2,952

Income taxes paid
 
496

 
441

12.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of cash and cash equivalents approximates the carrying value due to the low level of credit risk of these assets combined with their market interest rates. The fair value measurement for cash and cash equivalents is categorized as Level 1 in the fair value hierarchy. Fair values determined by Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets.
The fair values of our debt and notes payable to related party approximate their carrying values as our borrowings bear interest based upon short-term floating market interest rates. The fair value measurement for these liabilities is categorized as Level 2 in the fair value hierarchy. Fair values determined by Level 2 utilize inputs that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.


29


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report to “Partnership,” “we,” “us,” or “our” refer to Valero Energy Partners LP, one or more of its subsidiaries, or all of them taken as a whole. References in this report to “Valero” refer collectively to Valero Energy Corporation and its subsidiaries, other than Valero Energy Partners LP, any of its subsidiaries, or its general partner.
CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-Q, including without limitation our disclosures below under the heading “OUTLOOK,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “could,” “should,” “may,” and similar expressions.
Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to:
the suspension, reduction, or termination of Valero’s obligation under our commercial agreements and our services and secondment agreement;
changes in global economic conditions and the effects of the global economic downturn on Valero’s business and the business of its suppliers, customers, business partners, and credit lenders;
a material decrease in Valero’s profitability;
disruptions due to equipment interruption or failure at our facilities, Valero’s facilities, or third-party facilities on which our business or Valero’s business is dependent;
the risk of contract cancellation, non-renewal, or failure to perform by Valero’s customers, and Valero’s inability to replace such contracts and/or customers;
Valero’s ability to remain in compliance with the terms of its outstanding indebtedness;
the timing and extent of changes in commodity prices and demand for Valero’s refined petroleum products;
our ability to obtain credit and financing on acceptable terms in light of uncertainty and illiquidity in credit and capital markets;
actions of customers and competitors;
changes in our cash flows from operations;
state and federal environmental, economic, health and safety, energy, and other policies and regulations, including those related to climate change and any changes therein, and any legal or regulatory investigations, delays, or other factors beyond our control;
operational hazards inherent in refining operations and in transporting and storing crude oil and refined petroleum products;
earthquakes or other natural disasters affecting operations;
changes in capital requirements or in execution of planned capital projects;
the availability and costs of crude oil, other refinery feedstocks, and refined petroleum products;


30


changes in the cost or availability of third-party vessels, pipelines, and other means of delivering and transporting crude oil, feedstocks, and refined products;
direct or indirect effects on our business resulting from actual or threatened terrorist incidents or acts of war;
weather conditions affecting our or Valero’s operations or the areas in which Valero markets its refined petroleum products;
seasonal variations in demand for refined petroleum products;
adverse rulings, judgments, or settlements in litigation or other legal or tax matters, including unexpected environmental remediation costs in excess of any accruals, which affect us or Valero;
risks related to labor relations and workplace safety;
changes in insurance markets impacting costs and the level and types of coverage available; and
political developments.
Any one of these factors, or a combination of these factors, could materially affect our future results of operations and affect whether any forward-looking statements ultimately prove to be accurate. Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required by the securities laws to do so.
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
OVERVIEW
We are a fee-based master limited partnership that owns and operates crude oil and refined petroleum products pipeline and terminal systems in the U.S. Gulf Coast and U.S. Mid-Continent regions that are integral to the operations of ten of Valero’s refineries. Since our formation in 2013, we have acquired several businesses from Valero and began receiving fees for services provided by those businesses commencing on each respective acquisition date. The following businesses were acquired from Valero in 2015 and 2016 and are further described in Note 3 of Condensed Notes to Consolidated Financial Statements:
On March 1, 2015, we acquired the Houston and St. Charles Terminal Services Business for total consideration of $671.2 million.
On October 1, 2015, we acquired the Corpus Christi Terminal Services Business for total consideration of $465.0 million.
On April 1, 2016, we acquired the McKee Terminal Services Business for total consideration of $240.0 million.
On September 1, 2016, we acquired the Meraux and Three Rivers Terminal Services Business for total consideration of $325.0 million.
The acquisitions from Valero were accounted for as transfers of businesses between entities under the common control of Valero. Accordingly, the Partnership’s financial statements have been retrospectively adjusted to include the historical results of the acquired businesses for all periods presented prior to the effective date of each acquisition. We refer to the historical results of the acquired businesses prior to their respective


31


acquisition dates as those of our “Predecessor.” See Notes 1 and 3 of Condensed Notes to Consolidated Financial Statements for a discussion of the basis of this presentation.
In connection with the acquisitions from Valero, we entered into commercial agreements with Valero and began recognizing terminaling revenues. We had not charged fees for services provided to Valero prior to each acquisition; therefore, our results of operations subsequent to the acquisitions are not comparable to our historical results of operations.
For the third quarter of 2016, we reported net income of $48.7 million and net income attributable to partners of $51.7 million. This compares to net income of $15.6 million and net income attributable to partners of $31.4 million for the third quarter of 2015.
The increase in net income of $33.1 million in the third quarter of 2016 compared to the third quarter of 2015 was due primarily to $33.1 million of revenues generated by our Corpus Christi, McKee, Meraux, and Three Rivers terminals in the third quarter of 2016. As previously noted, the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business did not charge Valero for services provided prior to our acquisition of those businesses.
Net income attributable to partners represents our results of operations and only includes the results of an acquired business for the period subsequent to the effective date of its acquisition. Therefore, the increase in net income attributable to partners of $20.3 million in the third quarter of 2016 compared to the third quarter of 2015 was due primarily to the comparable periods reflecting the results of operations of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business from the date of their respective acquisition.
For the first nine months of 2016, we reported net income of $129.0 million and net income attributable to partners of $144.5 million. This compares to net income of $34.5 million and net income attributable to partners of $87.2 million for the first nine months of 2015.
The increase in net income of $94.5 million in the first nine months of 2016 compared to the first nine months of 2015 was due primarily to higher revenues of $99.1 million generated by our Houston, St. Charles, Corpus Christi, McKee, Meraux, and Three Rivers terminals. As previously noted, the Houston and St. Charles Terminal Services Business, the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business did not charge Valero for services provided prior to our acquisition of those businesses.
Net income attributable to partners represents our results of operations and only includes the results of an acquired business for the period subsequent to the effective date of its acquisition. Therefore, the increase in net income attributable to partners of $57.2 million in the first nine months of 2016 compared to the first nine months of 2015 was due primarily to the comparable periods reflecting the results of operations of the Houston and St. Charles Terminal Services Business, the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business from the date of their respective acquisition.
Additional analysis of the changes in the components of net income is provided below under “RESULTS OF OPERATIONS.”


32


OUTLOOK
Because our operating revenues are generated from fee-based arrangements with Valero, the amount of operating revenues we generate primarily depends on the volumes of crude oil and refined petroleum products that we transport through our pipelines and handle at our terminals. These volumes are primarily affected by refinery reliability and the supply of, and demand for, crude oil and refined petroleum products in the markets served by our assets. For 2016, we expect that Valero will transport volumes through our pipelines and throughput volumes at our terminals generally consistent with historical levels.


33


RESULTS OF OPERATIONS
The following tables highlight our results of operations and our operating performance. The financial results for the three and nine months ended September 30, 2016 and 2015 represent our consolidated results of operations, adjusted for the acquisitions from Valero for the periods presented prior to the effective date of each acquisition. See Notes 1 and 3 of Condensed Notes to Consolidated Financial Statements for a discussion of the basis of this presentation. The narrative following these tables provides an analysis of our results of operations.
Results of Operations
(in thousands, except per unit amounts)
 
 
Three Months Ended September 30,
 
 
2016
 
2015
 
Change
Operating revenues – related party
 
$
92,040

 
$
62,037

 
$
30,003

Costs and expenses:
 
 
 
 
 
 
Operating expenses
 
24,089

 
27,482

 
(3,393
)
General and administrative expenses
 
4,094

 
3,731

 
363

Depreciation expense
 
11,319

 
13,760

 
(2,441
)
Total costs and expenses
 
39,502

 
44,973

 
(5,471
)
Operating income
 
52,538

 
17,064

 
35,474

Other income, net
 
76

 
29

 
47

Interest and debt expense, net of capitalized interest
 
(3,672
)
 
(1,353
)
 
(2,319
)
Income before income taxes
 
48,942

 
15,740

 
33,202

Income tax expense
 
235

 
115

 
120

Net income
 
48,707

 
15,625

 
33,082

Less: Net loss attributable to Predecessor
 
(3,002
)
 
(15,803
)
 
12,801

Net income attributable to partners
 
51,709

 
31,428

 
20,281

Less: General partner’s interest in net income
 
6,634

 
1,612

 
5,022

Limited partners’ interest in net income
 
$
45,075

 
$
29,816

 
$
15,259

 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
Common units
 
$
0.77

 
$
0.51

 


Subordinated units
 
$
0.29

 
$
0.49

 


 
 
 
 
 
 
 
Weighted-average limited partner units outstanding – basic and diluted:
 
 
 
 
 
 
Common units
 
53,899

 
30,698

 
 
Subordinated units
 
12,517

 
28,790

 
 


34


Operating Highlights and Other Financial Information
(in thousands, except throughput, per barrel, and per unit amounts)
 
 
Three Months Ended September 30,
 
 
2016
 
2015
 
Change
Operating highlights:
 
 
 
 
 
 
Pipeline transportation:
 
 
 
 
 
 
Pipeline transportation revenues
 
$
18,371

 
$
21,322

 
$
(2,951
)
Pipeline transportation throughput (BPD) (a)
 
778,369

 
960,410

 
(182,041
)
Average pipeline transportation revenue per barrel (b)
 
$
0.26

 
$
0.24

 
$
0.02

 
 
 
 
 
 
 
Terminaling:
 
 
 
 
 
 
Terminaling revenues
 
$
73,534

 
$
40,580

 
$
32,954

Terminaling throughput (BPD)
 
2,394,292

 
1,335,659

 
1,058,633

Average terminaling revenue per barrel (b)
 
$
0.33

 
$
0.33

 
$

 
 
 
 
 
 
 
Storage revenues
 
$
135

 
$
135

 
$

 
 
 
 
 
 
 
Total operating revenues – related party
 
$
92,040

 
$
62,037

 
$
30,003

 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
Maintenance
 
$
3,352

 
$
1,465

 
$
1,887

Expansion
 
953

 
7,753

 
(6,800
)
Total capital expenditures
 
4,305

 
9,218

 
(4,913
)
Less: Capital expenditures attributable to Predecessor
 
1,113

 
8,024

 
(6,911
)
Capital expenditures attributable to Partnership
 
$
3,192

 
$
1,194

 
$
1,998

 
 
 
 
 
 
 
Other financial information:
 
 
 
 
 
 
Distribution declared per unit
 
$
0.3850

 
$
0.3075

 


 
 
 
 
 
 
 
Distribution declared:
 
 
 
 
 
 
Limited partner units – public
 
$
8,341

 
$
5,307

 


Limited partner units – Valero
 
17,590

 
13,471

 


General partner units – Valero
 
6,244

 
1,386

 


Total distribution declared
 
$
32,175

 
$
20,164

 


____________________
(a)
Represents the sum of volumes transported through each separately tariffed pipeline segment.
(b)
Average revenue per barrel is calculated as revenue divided by throughput for the period. Throughput is derived by multiplying the throughput barrels per day (BPD) by the number of days in the period.


35


Operating revenues increased $30.0 million, or 48 percent, in the third quarter of 2016 compared to the third quarter of 2015. The increase was due to higher revenues of $33.1 million generated by our Corpus Christi, McKee, Meraux, and Three Rivers terminals in the third quarter of 2016 compared to the third quarter of 2015. Prior to being acquired by us, the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business did not charge Valero for services provided and, therefore, did not generate revenues. Effective with the acquisition dates, we entered into additional schedules to our commercial agreements with Valero with respect to the services we provide to Valero using the assets of the acquired businesses and began generating revenues with respect to these assets.
Operating expenses decreased $3.4 million, or 12 percent, in the third quarter of 2016 compared to the third quarter of 2015 due primarily to lower maintenance expense of $2.3 million related to inspection activity and lower waste handling costs of $449,000 at the Corpus Christi terminals.
General and administrative expenses increased $363,000, or 10 percent, in the third quarter of 2016 compared to the third quarter of 2015 due primarily to incremental costs of $221,000 related to the management fee charged to us by Valero related to our acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business.
Depreciation expense decreased $2.4 million, or 18 percent, in the third quarter of 2016 compared to the third quarter of 2015 due primarily to $2.8 million in accelerated depreciation related to the retirement of certain assets of the McKee Crude System in the third quarter of 2015, partially offset by an increase in depreciation expense on assets placed into service in the latter part of 2015 and the beginning of 2016, including expansion and improvement projects at our Houston and Meraux terminals.
“Interest and debt expense, net of capitalized interest” increased $2.3 million in the third quarter of 2016 compared to the third quarter of 2015 due primarily to interest expense incurred on borrowings under our revolving credit facility and under the subordinated credit agreements with Valero entered into in connection with the acquisitions. Interest expense on these incremental borrowings was approximately $1.9 million in the third quarter of 2016.
Our income tax expense is associated with the Texas margin tax. The relative amount of revenue we generate in Texas increased in connection with the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business in the third quarter of 2016 compared to the third quarter of 2015. As a result, our income tax expense has increased.



36




Results of Operations
(in thousands, except per unit amounts)
 
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
Change
Operating revenues – related party
 
$
258,471

 
$
164,168

 
$
94,303

Costs and expenses:
 
 
 
 
 
 
Operating expenses
 
72,461

 
80,812

 
(8,351
)
General and administrative expenses
 
12,174

 
11,000

 
1,174

Depreciation expense
 
34,652

 
34,702

 
(50
)
Total costs and expenses
 
119,287

 
126,514

 
(7,227
)
Operating income
 
139,184

 
37,654

 
101,530

Other income, net
 
210

 
166

 
44

Interest and debt expense, net of capitalized interest
 
(9,582
)
 
(3,365
)
 
(6,217
)
Income before income taxes
 
129,812

 
34,455

 
95,357

Income tax expense (benefit)
 
780

 
(62
)
 
842

Net income
 
129,032

 
34,517

 
94,515

Less: Net loss attributable to Predecessor
 
(15,422
)
 
(52,694
)
 
37,272

Net income attributable to partners
 
144,454

 
87,211

 
57,243

Less: General partner’s interest in net income
 
15,351

 
3,821

 
11,530

Limited partners’ interest in net income
 
$
129,103

 
$
83,390

 
$
45,713

 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
Common units
 
$
2.08

 
$
1.43

 
 
Subordinated units
 
$
1.73

 
$
1.40

 
 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding – basic and diluted:
 
 
 
 
 
 
Common units
 
42,597

 
30,279

 
 
Subordinated units
 
23,326

 
28,790

 
 



37


Operating Highlights and Other Financial Information
(in thousands, except throughput, per barrel, and per unit amounts)
 
 
Nine Months Ended September 30,
 
 
2016
 
2015
 
Change
Operating highlights:
 
 
 
 
 
 
Pipeline transportation:
 
 
 
 
 
 
Pipeline transportation revenues
 
$
57,934

 
$
61,164

 
$
(3,230
)
Pipeline transportation throughput (BPD) (a)
 
849,015

 
964,380

 
(115,365
)
Average pipeline transportation revenue per barrel (b)
 
$
0.25

 
$
0.23

 
$
0.02

 
 
 
 
 
 
 
Terminaling:
 
 
 
 
 
 
Terminaling revenues
 
$
200,132

 
$
102,599

 
$
97,533

Terminaling throughput (BPD)
 
2,131,113

 
1,176,216

 
954,897

Average terminaling revenue per barrel (b)
 
$
0.34

 
$
0.32

 
$
0.02

 
 
 
 
 
 
 
Storage revenues
 
$
405

 
$
405

 
$

 
 
 
 
 
 
 
Total operating revenues – related party
 
$
258,471

 
$
164,168

 
$
94,303

 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
Maintenance
 
$
9,063

 
$
8,503

 
$
560

Expansion
 
6,848

 
22,245

 
(15,397
)
Total capital expenditures
 
15,911

 
30,748

 
(14,837
)
Less: Capital expenditures attributable to Predecessor
 
3,394

 
27,195

 
(23,801
)
Capital expenditures attributable to Partnership
 
$
12,517

 
$
3,553

 
$
8,964

 
 
 
 
 
 
 
Other financial information:
 
 
 
 
 
 
Distribution declared per unit
 
$
1.0900

 
$
0.8775

 
 
 
 
 
 
 
 
 
Distribution declared:
 
 
 
 
 
 
Limited partner units – public
 
$
23,510

 
$
15,145

 
 
Limited partner units – Valero
 
48,989

 
37,547

 
 
General partner units – Valero
 
14,196

 
3,194

 
 
Total distribution declared
 
$
86,695

 
$
55,886

 
 
____________________
(a)
Represents the sum of volumes transported through each separately tariffed pipeline segment.
(b)
Average revenue per barrel is calculated as revenue divided by throughput for the period. Throughput is derived by multiplying the throughput barrels per day (BPD) by the number of days in the period.




38


Operating revenues increased $94.3 million, or 57 percent, for the first nine months of 2016 compared to the first nine months of 2015. The increase was due primarily to higher revenues of $99.1 million generated by our Houston, St. Charles, Corpus Christi, McKee, Meraux, and Three Rivers terminals. Prior to being acquired by us, the Houston and St. Charles Terminal Services Business, the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business did not charge Valero for services provided and, therefore, did not generate revenues. Effective with the acquisition dates, we entered into additional schedules to our commercial agreements with Valero with respect to the services we provide to Valero using the assets of the acquired businesses and began generating revenues with respect to these assets.
Operating expenses decreased $8.4 million, or 10 percent, for the first nine months of 2016 compared to the first nine months of 2015 due primarily to lower maintenance expense of $5.2 million at the Corpus Christi terminals related to inspection activity. Additionally, waste handling costs at the Corpus Christi and St. Charles terminals decreased $2.3 million in the first nine months of 2016.
General and administrative expenses increased $1.2 million, or 11 percent, for the first nine months of 2016 compared to the first nine months of 2015 due primarily to incremental costs of $714,000 related to the management fee charged to us by Valero related to our acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business, and an increase of $624,000 in costs related to being a separate publicly traded limited partnership. These increases were offset by lower transaction costs (legal and investment advisor fees) of $164,000 associated with the acquisition of businesses from Valero.
Depreciation expense decreased $50,000 in the first nine months of 2016 compared to the first nine months of 2015 due primarily to $2.8 million in accelerated depreciation related to the retirement of certain assets of the McKee Crude System in the third quarter of 2015, mostly offset by an increase in depreciation expense on assets placed into service in the latter part of 2015 and the beginning of 2016, including expansion and improvement projects at our Corpus Christi, St. Charles, and Meraux terminals.
“Interest and debt expense, net of capitalized interest” increased $6.2 million for the first nine months of 2016 compared to the first nine months of 2015 due primarily to interest expense incurred on borrowings under our revolving credit facility and under the subordinated credit agreement with Valero entered into in connection with the acquisitions. Interest expense on these incremental borrowings was approximately $5.2 million in the first nine months of 2016.
Our income tax expense (benefit) is associated with the Texas margin tax. During the first nine months of 2016, the relative amount of revenue we generate in Texas increased in connection with the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business. As a result, our income tax expense has increased.

During the first nine months of 2015, we reduced our deferred income tax liabilities due to a reduction in the relative amount of revenue we generate in Texas compared to our total revenue. This reduction was a result of the acquisition of the Houston and St. Charles Terminal Services Business (which includes operations in Louisiana). In addition, in June 2015, the Texas margin tax rate was reduced from 1 percent to 0.75 percent.




39


LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity
We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facility, and issuances of additional debt and equity securities. We may also enter into financing transactions with Valero in connection with acquisitions. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements and to make quarterly cash distributions.
On September 16, 2016, we filed a prospectus supplement to our shelf registration statement (which was declared effective on September 1, 2016) and entered into an equity distribution agreement pursuant to which we may offer and sell from time to time our common units having an aggregate offering price of up to $350.0 million based on amounts and terms agreed to by us and at prices determined “at the market” at the time of sale (our ATM Program). During September 2016, we issued 65,980 common units under our ATM Program and received proceeds of $2.8 million (net of $39,000 of compensation paid with respect to the sales of these units).

Concurrent with the issuance of common units under our ATM Program, we issued 1,346 general partner units to our general partner on September 30, 2016 for $58,000 in order to maintain its 2 percent general partner interest in the Partnership.
Distributions
On October 24, 2016, the board of directors of our general partner declared a distribution of $0.3850 per unit applicable to the third quarter of 2016, which equates to $32.2 million in total distributions to unitholders of record as of November 3, 2016. This quarterly distribution per unit is more than the minimum quarterly distribution of $0.2125 per unit.
Our distributions are declared subsequent to quarter end. The table below summarizes information related to our quarterly cash distributions that have been declared since January 1, 2015:
Quarterly
Period
Ended
 
Total
Quarterly
Distribution
(Per Unit)
 
Total Cash
Distribution
(In Thousands)
 
Declaration
Date
 
Record
Date
 
Distribution
Date
September 30, 2016
 
$
0.3850

 
$
32,175

 
October 24, 2016
 
November 3, 2016
 
November 10, 2016
June 30, 2016
 
0.3650

 
28,912

 
July 21, 2016
 
August 1, 2016
 
August 9, 2016
March 31, 2016
 
0.3400

 
25,608

 
April 21, 2016
 
May 2, 2016
 
May 10, 2016
December 31, 2015
 
0.3200

 
22,711

 
January 25, 2016
 
February 4, 2016
 
February 11, 2016
September 30, 2015
 
0.3075

 
20,164

 
October 15, 2015
 
November 2, 2015
 
November 10, 2015
June 30, 2015
 
0.2925

 
18,456

 
July 24, 2015
 
August 3, 2015
 
August 11, 2015
March 31, 2015
 
0.2775

 
17,266

 
April 21, 2015
 
May 1, 2015
 
May 12, 2015
December 31, 2014
 
0.2660

 
15,829

 
January 26, 2015
 
February 5, 2015
 
February 12, 2015



40


The requirements under our partnership agreement for the conversion of all of our outstanding subordinated units into common units were satisfied upon the payment of our quarterly cash distribution on August 9, 2016. Therefore, effective August 10, 2016, all of our subordinated units, which were owned by Valero, were converted on a one-for-one basis into common units. The conversion of the subordinated units does not impact the amount of cash distributions paid or the total number of outstanding units.
Revolving Credit Facility
We have a $750.0 million senior unsecured revolving credit facility agreement (the Revolver) with a group of lenders that matures in November 2020. The Revolver includes a letter of credit sub-facility. In connection with the acquisitions of the McKee Terminal Services Business and the Meraux and Three Rivers Terminal Services Business, we borrowed $139.0 million and $210.0 million under the Revolver on April 1, 2016 and September 1, 2016, respectively.
As of September 30, 2016, we had $524.0 million of borrowings outstanding under the Revolver. See Note 6 of Condensed Notes to Consolidated Financial Statements for a description of the Revolver.
Subordinated Credit Agreements
During 2015, we entered into two subordinated credit agreements with Valero (the Loan Agreements) under which we borrowed $160.0 million and $395.0 million to finance a portion of the acquisitions of the Houston and St. Charles Terminal Services Business and the Corpus Christi Terminal Services Business, respectively.
As of September 30, 2016, we had $370.0 million outstanding under the Loan Agreements. See Note 6 of Condensed Notes to Consolidated Financial Statements for a description of the Loan Agreements.
Cash Flows Summary
Components of our cash flows are set forth below (in thousands):
 
 
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015 (a)
Cash flows provided by (used in):
 
 
 
 
Operating activities
 
$
162,212

 
$
64,517

Investing activities
 
(119,489
)
 
(326,787
)
Financing activities
 
(88,107
)
 
76,254

Net increase (decrease) in cash and cash equivalents
 
$
(45,384
)
 
$
(186,016
)
 
 
 
 
 
 
(a) Financial information has been retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business.
Operating Activities
Net cash provided by operating activities in the first nine months of 2016 was $162.2 million, which included net income of $129.0 million plus noncash adjustments (primarily for depreciation expense) of $35.4 million, partially offset by unfavorable changes in working capital of $2.2 million. See “RESULTS OF OPERATIONS” for further discussion of our operating results. The change in working capital was composed primarily of an increase in receivables from related party of $8.2 million, partially offset by an increase in deferred revenue from related party of $3.7 million, as disclosed in Note 11 of Condensed Notes to


41


Consolidated Financial Statements. The increase in receivables from related party was attributed primarily to billings related to our newly acquired McKee, Meraux, and Three Rivers terminals. The increase in deferred revenue from related party is associated with minimum volume commitments.
Net cash provided by operating activities in the first nine months of 2015 was $64.5 million, which included net income of $34.5 million plus noncash adjustments (primarily for depreciation expense) of $34.8 million, partially offset by unfavorable changes in working capital of $4.6 million. See “RESULTS OF OPERATIONS” for further discussion of our operating results. The change in working capital was composed primarily of an increase in receivables from related party of $6.4 million, partially offset by an increase in accounts payable of $1.0 million, as disclosed in Note 11 of Condensed Notes to Consolidated Financial Statements. The increase in receivables from related party was attributed primarily to an increase in billings related to the Houston and St. Charles Terminal Services Business, which had been recently acquired from Valero. The increase in accounts payable was due primarily to the timing of project expenditures.
Investing Activities
Cash used for investing activities in the first nine months of 2016 was $119.5 million, which was primarily impacted by the acquisitions of the McKee Terminal Services Business and the Meraux and Three Rivers Terminal Services Business on April 1, 2016 and September 1, 2016, respectively. In connection with the acquisitions, we paid $480.0 million in cash to Valero, and of this amount, $103.6 million represented Valero’s carrying value in the net assets transferred to us, which was reflected as an investing activity. The remaining cash paid of $376.4 million represented the excess purchase price paid over the carrying value and was reflected as a financing activity as described below.
Cash used for investing activities in the first nine months of 2015 was $326.8 million, which was primarily impacted by the acquisition of the Houston and St. Charles Terminal Services Business on March 1, 2015. In connection with the acquisition, we paid $571.2 million in cash to Valero, and of this amount, $296.1 million represented Valero’s carrying value in the net assets transferred to us, which was reflected as an investing activity. The remaining cash paid of $275.1 million represented the excess purchase price paid over the carrying value and was reflected as a financing activity as described below.
In addition, we and our Predecessor incurred capital expenditures of $15.9 million and $30.7 million for the first nine months of 2016 and 2015, respectively. See “Capital Expenditures” below for a discussion of the various maintenance and expansion projects.
Financing Activities
Cash used for financing activities in the first nine months of 2016 was $88.1 million, which consisted primarily of the $376.4 million of excess purchase price paid over the carrying value for the acquisitions of the McKee Terminal Services Business and the Meraux and Three Rivers Terminal Services Business as described above under “Investing Activities.” These cash outflows were offset by $349.0 million of borrowings under the Revolver in connection with these acquisitions and we reflected a net transfer from Valero of $14.9 million related to the cash flows associated with our Predecessor. In addition, we paid $77.2 million of cash distributions to limited partners and our general partner.
In the first nine months of 2015, our financing activities provided cash of $76.3 million, which consisted primarily of $200.0 million of borrowings under the Revolver and $160.0 million of proceeds from the loan agreement entered into in connection with the acquisition of the Houston and St. Charles Terminal Services Business. These cash inflows were offset by the $275.1 million of excess purchase price paid over the carrying value for the acquisition of the Houston and St. Charles Terminal Services Business as described above under


42


“Investing Activities,” and we reflected a net transfer from Valero of $68.8 million related to the cash flows associated with our Predecessor. In addition, we paid $51.6 million of cash distributions to limited partners and our general partner.
See Notes 3 and 11 of Condensed Notes to Consolidated Financial Statements for additional information on the acquisitions discussed above, including consideration paid and the cash and noncash elements of the acquisitions.
Capital Expenditures
Our operations can be capital intensive, requiring investments to expand, upgrade, or enhance existing operations and to meet environmental and operational regulations. Our capital requirements consist of maintenance capital expenditures and expansion capital expenditures as those terms are defined in our partnership agreement. Examples of maintenance capital expenditures are those made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred in maintaining existing system volumes and related cash flows. In contrast, examples of expansion capital expenditures include those made to expand and upgrade our systems and facilities and to construct or acquire new systems or facilities to grow our business.
Our capital expenditures were as follows (in thousands):
 
 
 
Nine Months Ended
September 30,
 
 
 
2016
 
2015 (a)
Maintenance
 
$
9,063

 
$
8,503

Expansion (b)
 
6,848

 
22,245

Total capital expenditures
 
$
15,911

 
$
30,748

 
 
 
 
 
 
(a) Financial information has been retrospectively adjusted for the acquisitions of the Corpus Christi Terminal Services Business, the McKee Terminal Services Business, and the Meraux and Three Rivers Terminal Services Business.
(b) This table excludes amounts paid to Valero for the acquired businesses. See Note 3 of Condensed Notes to Consolidated Financial Statements for further discussion of our acquisitions.
Our capital expenditures in the first nine months of 2016 were primarily for:
the construction of a connection to receive crude oil from the Seaway pipeline into our Lucas crude system;
the improvement of assets at our Meraux, Three Rivers, St. Charles, and Houston terminals to extend the useful lives of the tanks; and
the improvement of assets at our Lucas crude system for enhanced monitoring of pipeline shipments.
Our capital expenditures in the first nine months of 2015 were primarily for:
the expansion and improvement of assets at our Corpus Christi, Meraux, St. Charles, and Houston terminals; and
the construction of a connection to receive crude oil from the Seaway pipeline into our Lucas crude system.


43


For the full year 2016, we expect our capital expenditures to be approximately $22.0 million. Our estimate consists of approximately $11.0 million for maintenance capital expenditures and approximately $11.0 million for expansion capital expenditures. We continuously evaluate our capital budget and make changes as conditions warrant. We anticipate that these capital expenditures will be funded from cash flows from operations. The foregoing capital expenditure estimate does not include any amounts related to strategic business acquisitions.
In addition to the above-mentioned capital expenditures, Valero funded $23.8 million of capital projects primarily related to the Houston, St. Charles, Corpus Christi, and Meraux terminals. Valero agreed to fund these projects in connection with the acquisitions from Valero. See Note 11 of Condensed Notes to Consolidated Financial Statements for further description of these noncash activities.
Contractual Obligations
As of September 30, 2016, our contractual obligations included debt and capital lease obligations, operating leases, purchase obligations, and other long-term liabilities. During the nine months ended September 30, 2016, we borrowed $139.0 million and $210.0 million under the Revolver in connection with the acquisitions of the McKee Terminal Services Business and the Meraux and Three Rivers Terminal Services Business, respectively. In addition, in connection with the acquisitions from Valero, we entered into lease and access agreements with Valero with respect to the land on which each terminal is located. See Notes 4 and 6 of Condensed Notes to Consolidated Financial Statements for a full description of the lease and access agreements and the Revolver. There were no material changes outside the ordinary course of business with respect to our contractual obligations during the nine months ended September 30, 2016.
Regulatory Matters
Rate and Other Regulations
Our interstate common carrier crude oil and refined petroleum products pipeline operations are subject to rate regulation by the Federal Energy Regulatory Commission under the Interstate Commerce Act and Energy Policy Act. Our pipelines and terminal operations are also subject to safety regulations adopted by the Department of Transportation, as well as to state regulations. For more information on federal and state regulations affecting our business, please read our annual report on Form 10-K for the year ended December 31, 2015.
Environmental Matters and Compliance Costs
We are subject to extensive federal, state, and local environmental laws and regulations. These laws, which change frequently, regulate the discharge of materials into the environment or otherwise relate to protection of the environment. Compliance with these laws and regulations may require us to remediate environmental damage from any discharge of petroleum or chemical substances from our facilities or require us to install additional pollution control equipment on our equipment and facilities. Our failure to comply with these or any other environmental or safety-related regulations could result in the assessment of administrative, civil, or criminal penalties, the imposition of investigatory and remedial liabilities, and the issuance of injunctions that may subject us to additional operational constraints.
There were no significant changes to our environmental matters and compliance costs during the nine months ended September 30, 2016.


44


CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. As of September 30, 2016, there were no significant changes to our critical accounting estimates since the date our annual report on Form 10-K for the year ended December 31, 2015 was filed.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. Because we do not take ownership of or receive any payments based on the value of the crude oil or refined petroleum products that we handle and do not engage in the trading of any commodities, we have no direct exposure to commodity price fluctuations.
Our commercial agreements with Valero are indexed to inflation to mitigate our exposure to increases in the cost of labor and materials used in our business.
Debt incurred under our Revolver and our Loan Agreement bears interest at a variable rate and exposes us to interest rate risk. Unless interest rates increase significantly in the future, our exposure to interest rate risk should be minimal. We had debt of $524.0 million and notes payable to related party totaling $370.0 million as of September 30, 2016.
Item 4. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures
Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 (e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of September 30, 2016.
(b)
Changes in internal control over financial reporting
There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


45


PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2015.
Item 6. Exhibits
Exhibit
No.
 
Description
 
 
 
10.01

 
Contribution Agreement, dated September 1, 2016, by and between Valero Terminaling and Distribution Company and Valero Energy Partners LP—incorporated by reference to Exhibit 10.01 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).
 
 
 
10.02

 
Amended and Restated Omnibus Agreement, dated July 1, 2014, by and among the various parties thereto—incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K dated and filed July 1, 2014 (SEC File No. 1-36232).
 
 
 
10.03

 
Amendment and Restatement of Schedules to Amended and Restated Omnibus Agreement, dated September 1, 2016, by and among the various parties thereto—incorporated by reference to Exhibit 10.03 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).
 
 
 
10.04

 
Amended and Restated Services and Secondment Agreement, dated March 1, 2015, by and among Valero Services, Inc., Valero Refining Company-Tennessee, L.L.C., Valero Refining-Texas, L.P., and Valero Energy Partners GP LLCincorporated by reference to Exhibit 10.04 to the Partnership’s Current Report on Form 8-K dated March 1, 2015, and filed March 5, 2015 (SEC File No. 1-36232).
 
 
 
10.05

 
Amendment and Restatement of Exhibits to Amended and Restated Services and Secondment Agreement, dated September 1, 2016, by and among Valero Services, Inc., Valero Refining Company-Tennessee, L.L.C., Valero Refining-Texas, L.P., and Valero Energy Partners GP LLC—incorporated by reference to Exhibit 10.05 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).
 
 
 
10.06

 
Master Terminal Services Agreement, dated December 16, 2013, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Companyincorporated by reference to Exhibit 10.7 to the Partnership’s Current Report on Form 8-K dated December 16, 2013, and filed December 20, 2013 (SEC File No. 1-36232).
 
 
 
10.07

 
Terminal Services Schedule (Meraux Terminal), dated September 1, 2016, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company—incorporated by reference to Exhibit 10.07 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).
 
 
 


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10.08

 
Terminal Services Schedule (Three Rivers Terminal), dated September 1, 2016, by and between Valero Partners Operating Co. LLC and Valero Marketing and Supply Company—incorporated by reference to Exhibit 10.08 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).
 
 
 
10.09

 
Lease and Access Agreement, dated September 1, 2016, between Valero Refining-Meraux LLC and Valero Partners Meraux, LLC—incorporated by reference to Exhibit 10.09 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).
 
 
 
10.10

 
Lease and Access Agreement, dated September 1, 2016, between Diamond Shamrock Refining Company, L.P. and Valero Partners Three Rivers, LLC—incorporated by reference to Exhibit 10.10 to the Partnership’s Current Report on Form 8-K dated and filed September 1, 2016 (SEC File No. 1-36232).
 
 
 
10.11

 
Equity Distribution Agreement, dated September 16, 2016, by and among Valero Energy Partners LP, Valero Energy Partners GP LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC—incorporated by reference to Exhibit 1.1 to the Partnership’s Current Report on Form 8-K dated and filed September 16, 2016 (SEC File No. 1-36232).
 
 
 
*31.01

 
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.
 
 
 
*31.02

 
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.
 
 
 
**32.01

 
Section 1350 Certifications (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
 
 
 
***101

 
Interactive Data Files
______________
*
Filed herewith.
**
Furnished herewith.
***
Submitted electronically herewith.



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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
VALERO ENERGY PARTNERS LP
 
(Registrant)
 
 
 
 
By:
Valero Energy Partners GP LLC
 
 
its general partner
 
 
 
 
 
 
 
By:
/s/ Donna M. Titzman
 
 
Donna M. Titzman
 
 
Senior Vice President,
 
 
Chief Financial Officer and Treasurer
 
 
(Duly Authorized Officer and Principal
 
 
Financial and Accounting Officer)
Date: November 8, 2016


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