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Equity (Notes)
 6 Months Ended
Jun. 30, 2013
Equity [Abstract]  
Equity
EQUITY

We had 28,992,876 common public units outstanding as of June 30, 2013. Additionally, Tesoro owned 2,729,476 of our common units, 15,254,890 of our subordinated units and 958,587 of our general partner units (the 2% general partner interest) as of June 30, 2013, which together constitutes a 40% ownership interest in us.

The table below summarizes changes in the number of units outstanding from December 31, 2012 through June 30, 2013 (in units):
 
Common
 
Subordinated
 
General Partner
 
Total
Balance at December 31, 2012
20,495,254

 
15,254,890

 
729,596

 
36,479,740

Equity offering (a)
9,775,000

 
—

 
199,490

 
9,974,490

Unit-based compensation awards (b)
6,537

 
—

 
—

 
6,537

Units issued for the Carson Terminal Assets Acquisition
1,445,561

 
—

 
29,501

 
1,475,062

Balance at June 30, 2013
31,722,352

 
15,254,890

 
958,587

 
47,935,829

_____________
(a) As a result of the January Offering, we closed a registered public offering of 9,775,000 common units representing limited partner interests, at a public offering price of $41.70 per unit and received net proceeds of $391.6 million. In addition, TLGP contributed $8.3 million in exchange for 199,490 general partner units to maintain a 2% general partnership interest.
(b) Unit-based compensation awards are presented net of 1,306 units withheld for taxes.

The summarized changes in the carrying amount of our equity are as follows (in thousands):
 
Partnership
 
 
 
Common
 
Subordinated
 
General Partner
 
Total
Balance at December 31, 2012
$
153,037

 
$
(144,162
)
 
$
(26,998
)
 
$
(18,123
)
Allocation of net assets acquired by the unitholders
391,043

 
—

 
7,980

 
399,023

Equity offering, net of issuance costs
397,169

 
(5,268
)
 
7,998

 
399,899

Quarterly distributions
(29,155
)
 
(14,683
)
 
(3,066
)
 
(46,904
)
Distributions to unitholders and general partner related to acquisitions
(533,120
)
 
—

 
(10,880
)
 
(544,000
)
Net income attributable to partners
22,732

 
11,605

 
3,514

 
37,851

Other
3,986

 
195

 
148

 
4,329

Balance at June 30, 2013
$
405,692

 
$
(152,313
)
 
$
(21,304
)
 
$
232,075



Issuance of Additional Securities. Our partnership agreement authorizes us to issue an unlimited number of additional partnership securities for consideration, and on the terms and conditions determined by our general partner, without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders' capital accounts based on their ownership interest at the time of issuance.

Allocations of Net Income. Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders and the general partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss will be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to the general partner.

The following table presents the allocation of the general partner's interest in net income (in thousands, except percentage of ownership interest):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Net income attributable to partners
$
19,173

 
$
13,085

 
$
37,851

 
$
24,641

General partner's IDRs
(1,627
)
 
(103
)
 
(2,813
)
 
(103
)
Net income available to partners
$
17,546

 
$
12,982

 
$
35,038

 
$
24,538

General partner's ownership interest
2.0
%
 
2.0
%
 
2.0
%
 
2.0
%
General partner's allocated interest in net income
$
351

 
$
261

 
$
701

 
$
491

General partner's IDRs
1,627

 
103

 
2,813

 
103

Total general partner's interest in net income
$
1,978

 
$
364

 
$
3,514

 
$
594


Cash distributions. Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive.

The table below summarizes the quarterly distributions related to our quarterly financial results:
Quarter Ended
 
Total Quarterly Distribution Per Unit
 
Total Cash Distribution including general partner IDRs (in thousands)
 
Date of Distribution
 
Unitholders Record Date
December 31, 2012
 
$
0.4725

 
$
22,911

 
February 14, 2013
 
February 4, 2013
March 31, 2013
 
0.49

 
23,976

 
May 14, 2013
 
May 3, 2013
June 30, 2013 (c)
 
0.51

 
26,108

 
August 14, 2013
 
August 2, 2013
_____________
(c) This distribution was declared on July 18, 2013 and will be paid on the date of distribution.

The allocation of total quarterly cash distributions to general and limited partners is as follows for the three and six months ended June 30, 2013 and 2012 (in thousands). Our distributions are declared subsequent to quarter end; therefore, the table represents total cash distributions applicable to the period in which the distributions are earned.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013

2012
 
2013
 
2012
General partner's distributions:
 
 
 
 
 
 
 
General partner's distributions
$
522

 
$
260

 
$
1,002

 
$
496

General partner's IDRs
1,627

 
103

 
2,813

 
103

Total general partner's distributions
2,149

 
363

 
3,815

 
599

 
 
 
 
 
 
 
 
Limited partners' distributions:
 
 
 
 
 
 
 
Common
16,179

 
6,343

 
31,014

 
12,178

Subordinated
7,780

 
6,254

 
15,255

 
12,013

Total limited partners' distributions
23,959

 
12,597

 
46,269

 
24,191

Total Cash Distributions
$
26,108

 
$
12,960

 
$
50,084

 
$
24,790