Emerge Energy Services (EMES) 10-K25 Mar 142013 FY Annual reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Dec. 31, 2013	Mar. 17, 2014	Jun. 28, 2013
Document and Entity Information	'	'	'
Entity Registrant Name	'Emerge Energy Services LP	'	'
Entity Central Index Key	'0001555177	'	'
Document Type	'10-K	'	'
Document Period End Date	31-Dec-13	'	'
Amendment Flag	'false	'	'
Current Fiscal Year End Date	'--12-31	'	'
Entity Well-known Seasoned Issuer	'No	'	'
Entity Voluntary Filers	'No	'	'
Entity Current Reporting Status	'Yes	'	'
Entity Filer Category	'Non-accelerated Filer	'	'
Entity Public Float	'	'	$247,186,628
Entity Common Stock, Shares Outstanding	'	23,628,208	'
Document Fiscal Year Focus	'2013	'	'
Document Fiscal Period Focus	'FY	'	'

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:	'	'
Cash and cash equivalents	$2,167	$1,467
Restricted cash and equivalents	6,188	'
Trade and other receivables, net	49,645	26,781
Inventories	41,320	22,848
Direct financing lease receivable	555	1,579
Prepaid expenses and other current assets	4,515	2,602
Total current assets	104,390	55,277
Property, plant and equipment, net	146,131	131,414
Intangible assets, net	39,415	1,426
Goodwill	29,264	0
Other assets, net	3,816	7,672
Total assets	323,016	195,789
Current liabilities:	'	'
Accounts payable	36,096	27,622
Accrued liabilities	17,274	8,079
Current portion of long-term debt	233	9,321
Current portion of capital lease liability	3,469	1,548
Advances from customers	'	4,043
Total current liabilities	57,072	50,613
Long-term debt, net of current portion	93,809	129,641
Capital lease liability, net of current portion	'	5,428
Asset retirement obligations	1,414	690
Total liabilities	152,295	186,372
Commitments and contingencies	'	'
Partners' equity:	'	'
Predecessor members' equity	'	9,417
Limited partner common units (23,219,680 units issued and outstanding as of December 31, 2013)	170,721	'
Total partners' equity	170,721	9,417
Total liabilities and partners' equity	$323,016	$195,789

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Dec. 31, 2013
CONSOLIDATED BALANCE SHEETS	'
Common units issued	23,219,680
Common units outstanding	23,219,680

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
CONSOLIDATED STATEMENTS OF OPERATIONS	'		'		'
Revenues	$873,255	[1]	$624,096	[1]	$377,488	[1]
Operating expenses:	'		'		'
Cost of goods sold (excluding depreciation, depletion and amortization)	767,911	[1]	575,408	[1]	359,822	[1]
Depreciation, depletion and amortization	20,828		9,119		6,880
Selling, general and administrative expenses	26,835		10,256		9,221
IPO transaction-related costs	10,966		'		'
Impairment of assets	0		0		762
Total operating expenses	826,540		594,783		376,685
Income from operations	46,715		29,313		803
Other expense (income):	'		'		'
Interest expense, net	10,833		11,055		3,371
Loss (gain) on extinguishment of debt	907		377		-472
Gain on extinguishment of trade payable	'		'		-1,212
Other	-581		605		-300
Total other expense (income)	11,159		12,037		1,387
Income (loss) before provision for income taxes	35,556		17,276		-584
Provision for income taxes	386		81		101
Net income (loss)	$35,170		$17,195		($685)
Earnings per common unit (basic) (in dollars per share)	$0.92	[2]	'		'
Earnings per common unit (diluted) (in dollars per share)	$0.92	[2]	'		'
Weighted average number of common units outstanding including participating securities (basic) (in shares)	24,015,562	[2]	'		'
Weighted average number of common units outstanding (diluted) (in shares)	24,021,957	[2]	'		'

[1]	Fuel revenues and cost of goods sold include excise taxes and similar taxes
[2]	See Note 14.

CONSOLIDATED_STATEMENTS_OF_OPE1

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
CONSOLIDATED STATEMENTS OF OPERATIONS	'	'	'
Excise taxes and similar taxes included in fuel revenues and cost of goods (in dollars)	$47,007	$37,849	$19,619

CONSOLIDATED_STATEMENTS_OF_PAR

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (USD $)	Total	Predecessor	Limited Partner Common Units
In Thousands, unless otherwise specified	Total	Predecessor	Limited Partner Common Units
Balance at Dec. 31, 2012	$9,417	'	($79)
Balance at Dec. 31, 2012	9,417	9,496	'
Increase (Decrease) in partners' capital	'	'	'
Net income (loss)	13,124	13,221	-97
Balance at May. 13, 2013	22,541	'	'
Balance at May. 13, 2013	'	22,717	'
Balance at Dec. 31, 2010	-26,513	'	'
Balance at Dec. 31, 2010	'	-26,513	'
Increase (Decrease) in partners' capital	'	'	'
Contribution of Predecessor net assets in exchange for common units	4,233	4,233	'
Forgiveness of debt	14,784	14,784	'
Deconsolidation of subsidiary	401	401	'
Net income (loss)	-685	-685	'
Balance at Dec. 31, 2011	-7,780	'	'
Balance at Dec. 31, 2011	'	-7,780	'
Increase (Decrease) in partners' capital	'	'	'
Contribution of Predecessor net assets in exchange for common units	2	'	2
Net income (loss)	17,195	17,276	-81
Balance at Dec. 31, 2012	9,417	'	-79
Balance at Dec. 31, 2012	9,417	9,496	'
Balance at May. 13, 2013	22,541	'	'
Balance at May. 13, 2013	'	22,717	'
Increase (Decrease) in partners' capital	'	'	'
Proceeds from IPO, net of offering costs	116,220	'	116,220
Contribution of Predecessor net assets in exchange for common units	'	-22,717	22,717
Common units issued for business acquired	53,721	'	53,721
Equity-based compensation expense	5,734	'	5,734
Distribution to prior owners including over-allotment proceeds	-19,628	'	-19,628
Redemption of original limited partner interest	-2	'	-2
Distributions paid	-29,539	'	-29,539
Distribution equivalent rights accrued	-372	'	-372
Net income (loss)	22,046	'	22,046
Balance at Dec. 31, 2013	$170,721	'	$170,721

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:	'	'	'
Net income (loss)	$35,170	$17,195	($685)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:	'	'	'
Depreciation, depletion and amortization	20,828	9,119	6,880
Equity-based compensation expense	5,734	'	'
Interest paid in-kind	3,202	743	759
Loss (gain) on extinguishment of debt	907	377	-472
Provision for doubtful accounts	190	170	11
Loss (gain) on disposal of equipment	755	-28	253
Amortization of debt discount/premium and deferred financing costs	937	636	111
Impairment of assets	0	0	762
Gain on extinguishment of trade payable	'	'	-1,212
Other non-cash	-244	'	-243
Changes in operating assets and liabilities, net of business acquired:	'	'	'
Restricted cash and equivalents	-6,188	'	'
Accounts receivable	-17,374	-19,815	-7,408
Inventories	-11,451	-11,751	-6,114
Prepaid expenses and other current assets	4,459	-1,863	-329
Accounts payable and accrued liabilities	20,871	6,354	4,081
Other assets	240	'	'
Net cash provided by (used in) operating activities	58,036	1,137	-3,606
Cash flows from investing activities:	'	'	'
Purchases of property, plant, equipment, and software	-21,369	-40,465	-15,178
Proceeds from disposal of equipment	35	1,378	422
Acquisition of Direct Fuels, net of cash acquired	-16,687	'	'
Collection of notes receivable	12	12	2
Net cash used in investing activities	-38,009	-39,075	-14,754
Cash flows from financing activities:	'	'	'
Proceeds from IPO including over commitment	122,221	'	'
IPO offering costs	-5,647	-354	'
Proceeds from line of credit borrowings	134,180	56,150	22,100
Repayment of line of credit borrowings	-61,619	-49,000	-18,750
Repayment of Direct Fuels' debt	-21,673	'	'
Proceeds from other long-term debt	81	31,290	1,141
Repayment of other long-term debt	-118,640	-3,591	-4,192
Distributions to unitholders	-29,539	'	'
Distributions to Predecessor owners	-19,628	'	'
Pre-IPO dividends paid (Direct Fuels)	-11,500	'	'
Payment of financing costs	-3,709	-216	-306
Payments on capital lease obligation	-3,507	-1,395	'
Repayment of other debt	-345	'	'
Redemption of general partner interest	-2	'	'
Advances from customers	'	'	16,000
Equity contribution	'	'	4,000
Cash distributed to deconsolidated subsidiary	'	'	-251
Payment made to a member	'	'	-125
Net cash provided by (used in) financing activities	-19,327	32,884	19,617
Cash and cash equivalents:	'	'	'
Net increase (decrease)	700	-5,054	1,257
Balance at beginning of year	1,467	6,521	5,264
Balance at end of year	$2,167	$1,467	$6,521

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	12 Months Ended
ORGANIZATION AND BASIS OF PRESENTATION	Dec. 31, 2013
ORGANIZATION AND BASIS OF PRESENTATION	'
ORGANIZATION AND BASIS OF PRESENTATION	'

	1. ORGANIZATION AND BASIS OF PRESENTATION

	Organization

	Emerge Energy Services LP ("Emerge") is a Delaware limited partnership that completed its initial public offering ("IPO") on May 14, 2013 to become a publicly traded partnership. The combined entities of Superior Silica Sands LLC ("SSS"), a Texas limited liability company, and Allied Energy Company LLC ("AEC"), an Alabama limited liability company, represent the predecessor for accounting purposes (the "Predecessor") of Emerge.

	Immediately prior to the closing of the IPO, Insight Equity Management Company LLC and its affiliated investment funds and its controlling equity owners, Ted W. Beneski and Victor L. Vescovo (collectively "Insight Equity") conveyed all of the interests in SSS and AEC to the Partnership as a capital contribution, and the Partnership conveyed its interests in SSS and AEC to the Partnership's subsidiary Emerge Energy Services Operating LLC ("Emerge Operating"), a Delaware limited liability company. In addition, the Partnership formed Emerge Energy Distributors Inc. ("Distributor"), a Delaware corporation, and purchased Direct Fuels LLC ("Direct Fuels"), a Delaware limited liability company, through a combination of cash, issuance of common units, and assumption of debt, and the Partnership conveyed all of the interest in Direct Fuels to Emerge Operating. Therefore, the historical financial statements contained in this Form 10-K reflect the combined assets, liabilities and operations of the Partnership, SSS and AEC for periods ending before May 14, 2013 and the assets, liabilities and operations of the Partnership and all of its subsidiaries for periods beginning on or after May 14, 2013.

	References to the "Partnership," "we," "our" or "us" when used for dates or periods ended prior to the IPO, refer collectively to the Predecessor. References to the "Partnership," "we," "our" or "us" when used for dates or periods ended on or after the IPO, refer collectively to Emerge and all of its subsidiaries.

	We are a growth-oriented energy services company engaged in: (i) the business of mining, producing, and distributing silica sand that is a key input for the hydraulic fracturing of oil and gas wells; and, (ii) the business of distributing refined motor fuels, refining transportation mixture ("transmix") and biodiesel, operating bulk motor fuel storage terminals, and providing complementary services. We report silica sand activities through the Sand segment and motor fuel operations through the Fuel segment. We report items of income (if any) and expense that cannot be directly associated with the Sand and Fuel segments as "corporate."

	The Sand segment conducts mining and processing operations from facilities located in Wisconsin and Texas. In addition to mining and processing silica sand for the oil and gas industry, the Sand segment sells its product for use in building products and foundry operations. The Fuel segment operates transmix processing facilities located in the Dallas-Fort Worth area with a second transmix unit in Birmingham, Alabama. The Fuel segment also offers third-party bulk motor fuel storage and terminal services, bio-diesel refining, the sale and distribution of wholesale motor fuels, reclamation services (which consists primarily of cleaning bulk storage tanks used by other petroleum terminal and others), and the blending of renewable fuels.

	Initial Public Offering of Emerge Energy Services LP

	On May 8, 2013, the Partnership priced an initial public offering of 7,500,000 limited partner common units ("common units") at a price of $17.00 per common unit ($15.85 per common unit, net of underwriting discounts and structuring fee). The IPO was made pursuant to a registration statement on Form S-1 originally filed on March 22, 2013, as amended (Registration No. 333-187487) that was declared effective by the Securities and Exchange Commission ("SEC") on May 8, 2013. On May 20, 2013, the underwriters exercised their option to purchase an additional 209,906 common units. The net proceeds from the IPO of $122.2 million (including net proceeds of $3.3 million from the exercise of the underwriters' over-allotment option), after deducting the underwriting discount and the structuring fee, were used to: (i) repay existing subsidiary debt, in the amount of $87.6 million, (ii) pay offering expenses of $10.6 million, (iii) pay and initial funding of cash-based compensation awards to senior management of $8.9 million, (iv) provide the Partnership with working capital of $11.5 million, (v) provide a distribution to pre-IPO equity holders of $3.3 million ($2.6 million to predecessors' owners and $0.7 million to Direct Fuels' owners as part of the original purchase price), and (vi) pay certain prepaid items of $0.3 million.

	Upon the closing of the IPO, the consolidated historical financial statements of Superior Silica Holdings LLC ("SSH"), AEC Holdings LLC ("AEC Holdings"), and the Partnership became the historical financial statements as discussed below.

	Basis of Presentation and Consolidation

	Prior to completion of our IPO, SSH and AEC Holdings, which together constitute our Predecessor for accounting purposes, were under the common control of a private equity fund managed and controlled by Insight Equity. As a result, their contribution to the Partnership was recorded as a combination of entities under common control, whereby the assets contributed and liabilities assumed are recorded based on their historical carrying values. After the contribution of the Predecessor's business and net assets on May 14, 2013, we have retroactively reported our financial statements to include the historical results of our Predecessor. We accounted for the purchase of Direct Fuels under Financial Accounting Standards Board Accounting Standards Codification (FASB ASC), Statement 805, Business Combinations, whereby the net assets acquired are recorded at fair value on the date of acquisition. The acquisition of Direct Fuels was accounted for as a business combination using the acquisition method of accounting. The financial position and results of operations of Direct Fuels are included in our consolidated financial statements from and as of the date of acquisition. We acquired Direct Fuels to expand our operations, gain new customers, improve earnings, and increase our markets through a larger geographical presence. After completing the acquisition on May 14, 2013, the Partnership owned 100% of Direct Fuels. We funded the acquisition with a combination of cash, issuance of common units and assumption of debt.

	For periods prior to our IPO, the accompanying consolidated financial statements and related notes present the historical accounts of the Predecessor. To the extent they relate to periods prior to the IPO, the results are not necessarily indicative of the actual results of operations that might have occurred if we had operated as a combined entity during that pre-IPO period.

	These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of all of our subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

	Emerging Growth Company

	We are an "emerging growth company," as defined in the Jumpstart our Business Startups Act of 2012. As such, we have elected to delay adoption of new or revised accounting standards until such time that the standards would be otherwise apply to private companies, as allowed for emerging growth companies, for as long as we are an emerging growth company.

	Acquisition

	On May 14, 2013, we acquired Direct Fuels from Direct Fuels Partners, L.P. for $98.3 million, in order to expand our operations, gain new customers, improve earnings, and increase our markets through a larger geographical presence. Direct Fuels operates a motor fuel terminal and transmix processing facilities in Texas. Direct Fuels' identifiable assets acquired and liabilities assumed by us were recognized based upon the fair values determined on the date of acquisition.

	We determined the fair values of Direct Fuels property, plant and equipment as well as its identifiable intangible assets with assistance from an independent third-party appraisal expert. Our assessment of the fair value of the assets acquired and liabilities assumed as of May 14, 2013 indicates that the consideration given exceeded the fair value of net identifiable assets acquired. Our assessment indicated that goodwill, the excess of consideration over the fair value of identifiable assets acquired, is $29.3 million. The primary factor that gives rise to goodwill is the premium we were willing to pay to expand our operations into the geographical territories currently served by Direct Fuels. The ability to expand our operations encompasses gaining access to new customers combined with the improved margins attainable through increased market exposure. Additionally, the goodwill is attributable to the value of Direct Fuels' assembled workforce, including a management team, as well as synergies expected to arise through the streamlining of operations.

	The reconciliation of fair values of the assets acquired and liabilities assumed related to the Direct Fuel purchase price follows ($ in thousands):


	Total purchase price		$	98,277
	Fair value of identifiable assets and liabilities acquired:
	Cash			6,197
	Accounts receivable			9,845
	Other current assets			13,146
	Property, plant and equipment			14,897
	Intangible assets			45,080
	Goodwill			29,264


	Total assets acquired			118,429
	Less accounts payable and accrued liabilities			8,652
	Less dividend payable			11,500


	Total current liabilities			20,152


	Net assets acquired		$	98,277





The consideration for the Direct Fuels acquisition totaled $98.3 million. In May 2013, we paid $22.9 million in cash, issued 3,180,612 common units with a fair value totaling $53.7 million, and assumed $21.7 million in long-term debt. The accounts receivable acquired represent the gross contractual amounts and are stated at fair market value. Subsequent to May 14, 2013, we have collected the accounts receivable in the table above. Prior to the acquisition, Direct Fuels declared a cash dividend totaling $11.5 million that was payable from cash and accounts receivable. The $11.5 million dividend payable is a pre-IPO distribution and was paid after the acquisition.

We attributed $45.1 million to intangible assets associated with Direct Fuels' customer relationships, long-term supply and transportation contracts, and a non-compete agreement. We amortize the customer relationships using an accelerated method (based on expected future cash flows) and the other intangibles using straight-line method over their estimated useful lives. The useful lives range as follows: (i) customer relationships, 15 years; (ii) long-term supply and transportation assets, 3 to 54 months; and (iii) non-compete agreement, 4 years.

In 2013, we expensed $1.5 million of transaction costs associated with the acquisition of Direct Fuels. We reported these costs as IPO transaction-related costs within operating expenses. For the period May 14, 2013 (date of acquisition) through December 31, 2013, Direct Fuels' revenues totaled $218.2 million and it reported a net loss of $1.5 million.

The following unaudited pro forma financial information presents the combined results of operations of the Partnership and Direct Fuels as if the transaction had occurred on January 1, 2012. The pro forma information is not necessarily indicative of what the results of operations actually would have been had the acquisition been completed on January 1, 2012. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, our future operating results. The unaudited financial information excludes acquisition and integration costs and does not give effect to any estimated and potential cost savings or other operating efficiencies, if any, that might result from the acquisition.


		Year Ended December 31,
		2013			2012
		($ in thousands)
Revenues		$	996,587		$	956,863
Net income		$	38,258		$	19,432

Deconsolidation of Subsidiary

On September 29, 2011, AEC deconsolidated its 100% owned subsidiary W.C. Rice Oil Co., Inc. ("WCRO") by distributing its 100% ownership of WCRO to its owners and ceased including WCRO's operations in its consolidated financial statements on that date.

Prior to deconsolidation, WCRO conducted marketing efforts to sell and distribute gasoline and diesel products to wholesale, industrial, and commercial accounts. These activities were transferred to AEC prior to deconsolidation. In addition, WCRO sold substantially all of its tangible, long-lived assets (consisting of trucks, office equipment and leasehold improvements) to AEC for an amount that approximated net book value at the date of transfer.

At deconsolidation, the net deficit of WCRO was $0.4 million, consisting primarily of cash, other current assets, land, and federal excise taxes payable. This deficit was distributed at an amount that approximated fair value, based on management's assessment of fair values. This transaction was treated as a distribution to owners. We reduced our net deficit by $0.4 million and did not record a gain or loss on the transaction. Since AEC continued WCRO's activities, this has not been presented as discontinued operations.

SIGNIFICANT_ACCOUNTING_POLICIE

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2013
SIGNIFICANT ACCOUNTING POLICIES	'
SIGNIFICANT ACCOUNTING POLICIES	'

	2. SIGNIFICANT ACCOUNTING POLICIES

	Use of Estimates

	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and such differences could be material.

	Restricted Cash and Equivalents

	We are required under agreements with our chief executive officer ("CEO") and an officer in our Sand segment (the "Sand Officer") to establish and maintain Rabbi Trusts which are used to fund deferred compensation as described in the agreements. Restricted cash and equivalents are invested in short-term instruments at market rates; therefore the carrying values approximate fair value.

	Accounts Receivable and Allowance for Doubtful Accounts

	Trade accounts receivable are recognized at their invoiced amounts and do not bear interest. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate our allowances for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances for doubtful accounts might be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. The allowance for doubtful accounts was $0.3 million at December 31, 2013, and $0.1 million at December 31, 2012.

	Inventories

	Finished goods inventories consist of dried sand and refined motor fuel products. All inventories are stated at the lower of cost or market using the average cost method. Raw materials inventories consist of wet-sand stockpiles and transmix feedstock. Raw materials inventories are stated at the lower of cost or market using the average cost method. Overhead in our Sand segment is capitalized at an average rate per unit based on actual costs incurred. Our Fuel segment does not capitalize overhead to its refined transmix inventory because turnover is high and the quantities are generally modest in comparison to our finished fuel inventories we purchase from third party refiners.

	Accounting for Renewable Identification Numbers

	The Fuel segment is required to comply with federal laws that regulate biofuels and renewable identification numbers ("RINs"). RINs are serial numbers assigned to biofuels for the purpose of tracking its production, use, and trading as required by the U.S. Environmental Protection Agency (the "EPA") under its Renewable Fuel Standard implemented according to the Energy Policy Act of 2005. Generally, companies that refine petroleum-based fuels are obligated to meet certain quotas based on the volume of fuel they introduce into the marketplace. We are required to satisfy these obligations to the extent previously non-certified fuels are included or introduced into transmix feedstock. We account for these direct obligations as a liability until satisfied. As of December 31, 2013 and 2012, accrued liabilities include $41 thousand and $0, respectively, for obligations under the Energy Policy Act of 2005.

	The Fuel segment routinely purchases ethanol for blending with gasoline. To a lesser extent, the Fuel segment purchases biodiesel for blending with diesel. We have the option to purchase these biofuels with or without RINs, but most biofuels are only available for purchase with RINs. The price suppliers charge to us for biofuels with RINs is somewhat higher than a price that would be charged for product without RINs. We generally purchase the biofuels with RINs. We account for RINs in a manner similar to the purchase of conventional fuels. On a monthly basis, we sell most of our RINs under a contractual arrangement with a major refiner. For RINs that remain unsold at the end of an accounting period, we value this asset at an amount that approximates net realizable value, recording the offset as a reduction in cost of goods sold. When these RINs are sold, we record the sale as a reduction of costs of goods sold instead of additional revenue, effectively offsetting the charge to cost of goods sold when the RINs asset is relieved. As of December 31, 2013 and 2012, prepaid expenses and other current assets include RINs valued at $0.3 million and $0.6 million, respectively.

	Direct Financing Lease Receivable

	In July 2012, we entered into an agreement with a third party in which we built a wet sand processing plant and the third party agreed to operate the plant for the purpose of processing wet sand. We pay a specified fee per ton of processed sand purchased by us for the ten-year term of the agreement, and the full amount is recorded as raw materials cost. In turn, we withhold a fixed fee per ton as payment by the third party for eventual transfer of ownership of the plant. The initial cost of the plant totaling $2.7 million was recognized as a direct financing lease receivable in September 2012. The fee from the third party will no longer be withheld when we recover the full cost of the plant, including interest at 6.0% per annum. We anticipate receiving the full amount of this receivable within two years from inception of the agreement and, accordingly, we classified a portion of the receivable as a current asset based on our anticipated processed sand purchases. We routinely monitor compliance with payment terms and assess the account for collectability.

	Property, Plant and Equipment, net

	We recognize purchases of property, plant and equipment at cost, including capitalized interest. Maintenance, repairs and renewals are expensed when incurred. Additions and significant improvements are capitalized. Disposals are removed at cost less accumulated depreciation and any gain or loss from dispositions is recognized in income. We capitalized $0, $1.0 million and $0.2 million of interest on construction of assets for the years ended December 2013, 2012 and 2011, respectively.

	Depreciation of property, plant and equipment other than mineral reserves is provided for on a straight-line basis over their estimated useful lives. We recognized $13.7 million, $8.8 million and $6.4 million of depreciation expense for 2013, 2012 and 2011, respectively.

	Mineral reserves are initially recognized at cost, which approximates the estimated fair value as of the date of acquisition. The provision for depletion of the cost of mineral resources is computed on the units-of-production method. Under this method, we compute the provision by multiplying the total cost of the mineral resources by a rate arrived at dividing the physical units of sand produced during the period by the total estimated mineral resources at the beginning of the period. Depletion expense for 2013, 2012 and 2011 totaled $29,070, $46,221 and $46,574, respectively.

	Following are the estimated useful lives of our property, plant and equipment:


			Useful Lives (in Years)
	Building and land improvements including assets under capital lease		10 – 39
	Mineral reserves		N/A*
	Tanks and equipment		7 – 40
	Railroad and related improvements		20 – 40
	Machinery and equipment		5 – 10
	Plant equipment including assets under capital lease		5 – 7
	Industrial vehicles		3 – 7
	Furniture, office equipment, and software		3 – 7
	Leasehold improvements		3 – 5 or lease term, whichever is less

	*
	Depletion calculated using units-of-production method

	Impairment or Disposal of Long-Lived Assets

	In accordance with FASB ASC 360-10-05, Impairment or Disposal of Long-Lived Assets, long-lived assets such as property, plant, and equipment, and intangible assets subject to amortization are reviewed for impairments whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. The recoverability of intangible assets subject to amortization is also evaluated whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In management's opinion, no impairment of long-lived assets exists at December 31, 2013 and 2012.

	In 2011, our management made a decision to sell a parcel of land which was not a revenue generating asset. The expected net proceeds were less than the net book value of the asset at that time, resulting in the recognition of an impairment loss of $0.8 million and adjustment of the carrying value of the land to the fair value less cost to sell in 2011. The asset was sold in 2012 for the expected amount.

	Intangible Assets Other Than Goodwill

	Intangible assets consist of trade names, customer relationships, supply and transportation arrangements, and a non-compete agreement. Trade names are amortized on a straight-line basis over 15 years; customer relationships are amortized using an accelerated amortization method over 15 years; supply and transportation arrangements are amortized using the straight-line method over varying periods up to 54 months, depending on the contract terms; and the non-compete agreement is amortized on a straight-line basis over four years (the term of the agreement).

We recognized $7.1 million, $0.3 million and $0.4 million of amortization expense for 2013, 2012 and 2011, respectively.

Goodwill

Goodwill is not amortized and represents the excess purchase price of the Direct Fuels acquisition over the estimated fair value of the net identifiable assets acquired. As of December 31, 2013 and 2012, goodwill totaled $29.3 million and $0, respectively. As of December 31, 2013, goodwill is associated with our Fuel segment. In accordance with GAAP, we perform impairment testing of goodwill assets annually, or more frequently if indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step process, which is performed at the entity level (the reporting unit). Step one compares the fair value of the reporting unit (calculated using the enterprise value-market capitalization approach) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit's goodwill to the implied fair value (i.e., the fair value of the reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, we record the excess as an impairment charge to earnings.

We performed our annual assessment of goodwill in the fourth quarter of 2013, and determined during Step one that the fair value of the reporting unit (our Fuel segment) exceeds its carrying value. Therefore, it was not necessary to perform Step two of the analysis.

Other Assets, Net

Deferred financing costs

Financing costs that are directly and incrementally associated with new borrowings are capitalized and amortized over the term of the related debt using the straight-line method, which approximates the effective interest method. The balances of net deferred financing costs were $3.5 million and $3.4 million as of December 31, 2013 and 2012, respectively.

Deferred public offering costs

At December 31, 2012 we had recorded $3.7 million of direct and incremental professional fees incurred related to our IPO. We initially deferred these costs and subsequently charged them against IPO proceeds in 2013.

Derivative Instruments and Hedging Activities

We account for derivatives and hedging activities in accordance with FASB ASC 815, Derivatives and Hedging, which requires entities to recognize all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For financial instruments that do not qualify as an accounting hedge, changes in fair value of the assets and liabilities are recognized in earnings. Our policy is to not hold or issue derivative instruments for trading or speculative purposes.

Asset Retirement Obligations

We follow the provisions of FASB ASC 410-20, Asset Retirement Obligations, which generally applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. The standard requires us to recognize an estimated liability for costs associated with the future reclamation of sand mining properties, whether leased or owned, whenever we have a legal obligation to restore the site in the future.

A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recognized at the time the land is mined. The asset is depleted using the straight-line method, and the discounted liability is increased through accretion over the remaining life of the mine site.

The estimated liability is based on historical industry experience in abandoning mine sites, including estimated economic lives, external estimates as to the cost to bringing back the land to federal and state regulatory requirements. We have utilized a discounted rate reflecting management's best estimate of our credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in the estimated costs, changes in the mine's economic life or if federal or state regulators enact new requirements regarding the abandonment of mine sites.

Changes in the asset retirement obligations are as follows:


		Year Ended December 31,
		2013		2012
		($ in thousands)
Beginning balance		$	690	$	432
Additions			721		258
Accretion			3		-

Ending balance		$	1,414	$	690


Revenue Recognition

Our revenue is recognized when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, and collectability is reasonably assured. This generally means that we recognize revenue when our products leave our facilities. Sand and fuel are generally transported via railcar or trucking companies hired by the customer.

We sell some of our Sand segment products under short-term price agreements or at prevailing market rates. A significant portion of our Sand segment revenues are realized through take-or-pay supply agreements with large oilfield services companies. The initial terms of these contracts expire between 2013 and 2021. These agreements define, among other commitments, the volume of product that our customers must purchase, the volume we must provide and the price that we will charge, as well as the rate that our customers will pay. Prices under these agreements are generally fixed and subject to adjustment, upward or downward, only for certain changes in published producer cost indices or market factors. With respect to the take-or-pay arrangements, if the customer is unable to carry forward minimum quantity deficiencies, we recognize Sand segment revenues to the extent of the minimum contracted quantity, assuming payment has been received or is reasonably assured. If deficiencies can be carried forward, receipts in excess of actual sales are recognized as deferred revenues until product is actually delivered or the right to carry forward minimum quantities expires.

For customers that advance monies to the Sand segment under a contractual arrangement, we record revenue at the time of product delivery. At delivery, we reduce the liability "advances from customers" and record the revenue. As of December 31, 2013, we have satisfied the customer advances in full.

We recognize Fuel segment revenue related to our terminals, reclamation, transportation services, and sales of motor fuels, net of trade discounts and allowances, in the reporting period in which the services are performed and motor fuel products are transferred from our terminals, title and risk of ownership pass to the customer, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.

Motor Fuel Taxes

We report excise taxes on motor fuels on a gross basis. For the years ended December 31, 2013, 2012 and 2011, excise taxes included in fuel revenues and cost of fuel totaled $47.0 million, $37.8 million and $19.6 million, respectively.

Equity-Based Compensation and Equity Incentive Plan

We recognize expenses for equity-based compensation based on the fair value method, which requires that a fair value be assigned to a unit grant on its grant date and that this value be amortized over the grantees' required service period. Restricted and phantom units have a fair value equal to the fair market price of the common units on the date of the grant. We amortize the fair value of the restricted and phantom units over the vesting period using the straight-line method. The fair value of a certain equity award to a key employee was determined using a Monte Carlo simulation. We calculated a forfeiture rate to estimate the equity-based awards that will ultimately vest based on types of awards and historical experience. For performance-based awards, we make estimates as to the probability of the underlying performance being achieved and record expense if the performance will probably be achieved.

Environmental Costs

Environmental costs are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. We capitalize expenditures that extend the life of the related property or mitigate or prevent future environmental risk. We record liabilities when site restoration and environmental remediation, cleanup and other obligations are either known or considered probable and can be reasonably estimated. Such estimates require judgment with respect to costs, time frame and extent of required remedial and clean-up activities and are subject to periodic adjustments based on currently available information. At December 31, 2013 and 2012, we had no accrued expenses related to environmental costs.

Provision for Income Taxes

For federal income tax purposes, we report our income, expenses, gains, and losses as a partnership not subject to income taxes. As such, each partner is responsible for his or her share of federal and state income tax. Net earnings for financial statement purposes may differ significantly from taxable income reportable to each partner as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

We are responsible for our portion of the Texas margin tax that is included in our subsidiaries' consolidated Texas franchise tax returns. The margin tax qualifies as an income tax under GAAP, which requires us to recognize the impact of this tax on the temporary differences between the financial statement assets and liabilities and their tax basis attributable to such tax.

Emerge Energy Distributors Inc. ("Distributor"), our subsidiary that supports the Fuel segment, reports its income, expenses, gains, and losses as a corporation and is subject to both federal and state income taxes. Our provision for income taxes relates to: (i) Texas margin taxes for the Partnership and for Distributor, as well as (ii) federal and state income taxes for Distributor.

Fair Value of Financial Instruments

Fair value is an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2, or 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included with Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market.

Our financial instruments consist primarily of cash and cash equivalents, restricted cash and equivalents, accounts receivable, accounts payable and debt instruments. The carrying amounts of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short maturities. As of December 31, 2013, the carrying amount for our $200 million senior secured revolving credit facility approximates fair value because the underlying instrument includes provisions that adjust our interest rates based on current market rates.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk are cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents were fully insured as of December 31, 2012 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning in 2013, insurance coverage reverted to $250,000 per depositor at each financial institution and certain of our cash balances did exceed federally insured limits as of December 31, 2013. We maintain our cash and cash equivalents in financial institutions we consider to be of high credit quality.

We provide credit, in the normal course of business, to customers located throughout the United States and Canada. We perform ongoing credit evaluations of our customers and generally do not require collateral. In addition, we regularly evaluate our credit accounts for loss potential.

Our largest customer balance represented 14% of our net accounts receivable balance as of December 31, 2013 while the top two customer balances represented 15% and 14% as of December 31, 2012, respectively. No other customer balance exceeded 10% of the total net accounts receivable balance as of December 31, 2013 and 2012.

No individual customer represented more than 10% of revenues for the year ended December 31, 2013 while one customer individually represented 15% and 10% of revenues for the years ended December 31, 2012 and 2011, respectively.

Segments

We operate our business in two reportable segments.



•
The Sand segment consists of the production and sale of various grades of industrial sand primarily used in the extraction of oil and natural gas, as well as the production of building products and foundry materials.

•
The Fuel segment operates two terminals and two transmix processing facilities that are located in the Dallas-Fort Worth, Texas area and Birmingham, Alabama. In addition to refining transmix, the Fuel segment sells a suite of complementary fuel products and services, including third-party terminaling services, the sale of wholesale petroleum products, certain reclamation services (which consist primarily of tank cleaning services) and blending of renewable fuels.

For operations and other Partnership activities not managed through our two operating segments, these items of income, if any, and costs are presented herein as "corporate." Our chief operating decision maker ("CODM") is our chief executive officer. The CODM allocates resources and assesses performance of the business based on segment income or loss as presented in Note 15.

Seasonality

For our Sand segment, winter weather affects the months during which we can wash and wet-process sand in Wisconsin. Seasonality is not a significant factor in determining our ability to supply sand to our customers because we accumulate a stockpile of wet sand feedstock during non-winter months. During the winter, we process the stockpiled sand to meet customer requirements. However, we sell sand for use in oil and natural gas production basins where severe weather conditions may curtail drilling activities. This is particularly true in drilling areas located in the northern U.S. and western Canada. If severe winter weather precludes drilling activities, our frac sand sales volume may be adversely affected. Generally, severe weather episodes affect production in the first quarter with possible effect continuing into the second quarter. Generally, our Fuel segment does not experience dramatic seasonal shifts in quantities delivered to its customers.

Other Reclassifications

We reclassified certain prior period financial statement balances to conform to the current period presentation. These reclassifications had no effect on net income or loss.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements that have had or will have a material impact on our financial position or results of operations.

INVENTORIES

INVENTORIES	12 Months Ended
INVENTORIES	Dec. 31, 2013
INVENTORIES	'
INVENTORIES	'

	3. INVENTORIES

	Inventories consisted of the following:


		As of December 31,
		2013		2012
		($ in thousands)
	Refined fuels	$	15,049	$	11,323
	Fuel raw materials and supplies		12,304		910
	Sand raw materials		7,981		8,317
	Sand work in process		1,528		1,598
	Sand finished goods		4,458		700


	Total inventory	$	41,320	$	22,848

PROPERTY_PLANT_AND_EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	12 Months Ended
PROPERTY, PLANT AND EQUIPMENT	Dec. 31, 2013
PROPERTY, PLANT AND EQUIPMENT	'
PROPERTY, PLANT AND EQUIPMENT	'

	4. PROPERTY, PLANT AND EQUIPMENT

	Property, plant and equipment consisted of the following:


		As of December 31,
		2013		2012
		($ in thousands)
	Machinery and equipment (1)	$	115,629	$	100,546
	Buildings and improvements (1)		31,819		29,257
	Land and improvements (1)		20,314		14,393
	Mineral reserves		10,800		10,800
	Construction in progress		3,405		885
	Capitalized reclamation costs		1,398		677


	Total cost		183,365		156,558
	Accumulated depreciation and depletion		37,234		25,144


	Net property, plant and equipment	$	146,131	$	131,414





	-1
	Includes assets under capital lease

	During 2011, we sold certain plant and equipment to a third party with a net book value of $1.1 million in a sale-leaseback transaction resulting in a non-cash reduction of the capital lease liability by the same amount.

INTANGIBLE_ASSETS_OTHER_THAN_G

INTANGIBLE ASSETS OTHER THAN GOODWILL	12 Months Ended
INTANGIBLE ASSETS OTHER THAN GOODWILL	Dec. 31, 2013
INTANGIBLE ASSETS OTHER THAN GOODWILL	'
INTANGIBLE ASSETS OTHER THAN GOODWILL	'

	5. INTANGIBLE ASSETS OTHER THAN GOODWILL

	Our intangible assets other than goodwill consisted of the following at December 31, 2013 and 2012:


		Cost		Accumulated		Net
		Cost		Amortization		Net
		($ in thousands)
	December 31, 2013:
	Trade names	$	46	$	17	$	29
	Customer relationships		43,922		8,187		35,735
	Supply and transportation agreements		3,330		887		2,443
	Non-compete agreement		1,450		242		1,208


	Total	$	48,748	$	9,333	$	39,415




	December 31, 2012:
	Trade names	$	46	$	14	$	32
	Customer relationships		3,621		2,227		1,394


	Total	$	3,667	$	2,241	$	1,426





	The following table presents the estimated future amortization expense related to intangible assets through 2018:


	Year Ending December 31,	($ in thousands)
	2014	$	8,353
	2015		6,938
	2016		5,784
	2017		4,362
	2018		3,145

ACCRUED_LIABILITIES

ACCRUED LIABILITIES	12 Months Ended
ACCRUED LIABILITIES	Dec. 31, 2013
ACCRUED LIABILITIES	'
ACCRUED LIABILITIES	'

	6. ACCRUED LIABILITIES

	Accrued liabilities consisted of the following:


		As of December 31,
		2013		2012
		($ in thousands)
	Salaries and other employee-related	$	2,701	$	836
	Deferred compensation		6,740		-
	Deferred revenue		3,131		801
	Sales, excise, property and income taxes		2,659		3,391
	Other		2,043		3,051


	Total accrued liabilities	$	17,274	$	8,079

ADVANCES_FROM_CUSTOMERS

ADVANCES FROM CUSTOMERS	12 Months Ended
ADVANCES FROM CUSTOMERS	Dec. 31, 2013
ADVANCES FROM CUSTOMERS	'
ADVANCES FROM CUSTOMERS	'

	7. ADVANCES FROM CUSTOMERS

	During 2011, we entered into agreements with three customers (the "Sand Supply Agreements") that included customer prepayment provisions. We received advance payments from three customers in the following amounts: customer 1: $8,000,000; customer 2: $5,000,000; customer 3: $3,000,000. The repayment periods ranged from two to three years for each of the Sand Supply Agreements.

	We agreed to repay the advance payments, including interest, during the repayment period by applying against the full invoiced amount a credit ranging from $10.00 to $11.50 per ton, depending on the grade of sand being purchased.

	The above obligations were secured by letters of credit that were issued by an affiliate of our majority owner through a financial institution at a percentage of the original principal balance of 60%, 50% and 100% for customers 1, 2 and 3, respectively. The letters of credit were reduced proportionally on a quarterly or semi-annual basis based on principal payments made as of each respective contract annual effective date. As of December 31, 2013, we had repaid all customer advances in full.

LONGTERM_DEBT

LONG-TERM DEBT	12 Months Ended
LONG-TERM DEBT	Dec. 31, 2013
LONG-TERM DEBT	'
LONG-TERM DEBT	'

	8. LONG-TERM DEBT

	Following is a summary of our long-term debt as of December 31, 2013 and 2012:


		As of December 31, 2013				As of December 31, 2012
		Principal		Carrying		Principal		Carrying
		Principal		Value		Principal		Value
		($ in thousands)
	Revolving credit facility	$	93,809	$	93,809	$	-	$	-
	Senior secured credit facility:
	Term A		-		-		28,500		28,500
	Term B		-		-		20,000		20,000
	Revolving line of credit		-		-		8,249		8,249
	Senior secured credit facility:
	Term loan		-		-		18,398		20,751
	Revolving line of credit		-		-		13,000		13,000
	Second lien credit agreement		-		-		42,168		42,168
	Third lien credit agreement		-		-		5,334		5,103
	Other notes		233		233		1,191		1,191


	Total debt		94,042		94,042		136,840		138,962
	Less current portion		233		233		9,321		9,321


	Long-term portion	$	93,809	$	93,809	$	127,519	$	129,641





	Revolving Credit Facility

	On May 14, 2013, we entered into a $150 million revolving credit and security agreement (the "Credit Agreement") among Emerge Energy Services LP, as parent guarantor, each of its subsidiaries, as borrowers (the "Borrowers"), and PNC Bank, National Association, as administrative agent and collateral agent. We subsequently amended the Credit Agreement to revise certain definitions and to increase the commitment amount. The Credit Agreement, as amended, provides for a $200 million variable rate senior secured revolving credit facility (the "new credit facility") which was available to repay our existing indebtedness on the closing date of the IPO, to fund fees and expenses incurred in connection with the IPO and the credit facility, and for general business purposes, including working capital requirements, capital expenditures, permitted acquisitions, making debt payments (but not prepayments) when due, and making distributions and dividends. In addition, the Credit Agreement includes a sublimit of up to $15 million for the issuance of letters of credit. Substantially all of the assets of the Borrowers are pledged as collateral under the Credit Agreement. The new credit facility matures on May 14, 2018.

	Loans under the new credit facility bear interest at our option at either:



	•
	a Base Rate (as defined in the Credit Agreement), which will be the base commercial lending rate of PNC Bank, as publicly announced to be in effect from time to time, plus an applicable margin ranging from 1.75% to 2.50% based on our total leverage ratio; or

	•
	LIBOR plus an applicable margin ranging from 2.75% to 3.50% based on our total leverage ratio.

	We also incur a commitment fee of 0.375% on committed amounts that are neither used for borrowings nor under letters of credit.

	We initially borrowed $112.7 million to (i) make distributions of $17.0 million to SSH and to fund the cash payment in the Direct Fuels acquisition amounting to $22.2 million; and, (ii) repay $73.5 million of existing SSH debt. As part of the original Credit Agreement, we incurred $3.6 million of direct financing costs for professional and legal fees, which we recorded as deferred financing cost. We subsequently incurred $0.1 in bank fees related to amendments that were also recorded as deferred financing cost.

	The Credit Agreement contains various covenants and restrictive provisions and requires maintenance of financial covenants as follows:



	•
	a fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.10 to 1.00; and

	•
	total leverage ratio (as defined in the Credit Agreement) of not greater than 3.00 to 1.00. The requirement to maintain the total leverage ratio is subject an increase to 3.50 to 1.00 in connection with certain permitted acquisitions.

	At December 31, 2013, we were in compliance with our loan covenants and had undrawn availability under this credit facility totaling $90.3 million. At December 31, 2013, our outstanding borrowings under the Credit Agreement bore interest at a weighted-average rate of 2.94%.

Senior Secured Credit Facilities

Prior to our IPO, we maintained several senior secured credit facilities. In our Sand Segment, we maintained a $60 million credit facility that was comprised of a $30 million Term A note, a $20 million capital expenditure Term B line of credit and a $10 million operating revolving credit facility. All facilities accrued interest at LIBOR plus 425 basis points. At the time of the IPO, we had $27.0 million drawn on the Term A note, $20.0 million drawn on the Term B note and $8.0 million drawn on the operating revolving credit facility. The revolving credit facility was secured by substantially all of our Sand segment accounts receivable and inventory and the term loans had first lien positions on all the remaining assets in our Sand segment. The senior secured credit facilities required us to maintain certain debt covenants related to leverage and tangible net worth. We repaid Sand segment amounts outstanding under the revolving credit and senior term loan facilities in full at the closing of our IPO. These repayments totaled $55.1 million and resulted in a $2.9 million loss on extinguishment of debt.

In our Fuel segment, we maintained a senior secured credit facility consisting of a $15 million revolving credit facility and a term loan that, as of May 13, 2013, had a carrying value of $20.3 million. Substantially all of our Fuel segment assets collateralized both facilities. The maturity date of the revolver and term loan was April 1, 2015. The revolver loan and term loan accrued interest monthly at a rate equal to either (a) the base commercial lending rate of the bank as publicly announced plus applicable margin or (b) a rate equal to LIBOR plus applicable margin, which was tied to our financial performance. The same credit agreement had a term loan prepayment arrangement whereby we were required to remit 50% of excess cash flow beginning thirty days after delivery of the 2012 audited financial statements to the senior lenders and continuing annually thereafter until maturity. Based on 2012 financial results and the credit agreement terms controlling the prepayment, we did not owe the conditional prepayment. We repaid all amounts outstanding under the revolving credit and senior term loan facilities at the closing of the IPO. On May 14, 2013, we repaid the outstanding balances for both the revolver and term loan facility totaling $15 million and $18.2 million, respectively.

Troubled Debt Restructuring

On April 1, 2011, AEC entered into an agreement with senior lenders to amend its existing credit agreement. The amendment waived the events of default, rescinded the acceleration notice, modified the terms of repayment, forgave approximately $6.4 million of principal and interest, required the members to contribute $4.0 million of cash as permanent capital, required the grant of a 10% equity interest to the senior lenders, modified the loan covenants, and established a contingent prepayment based on cash flows as defined by the amendment. We accounted for this debt restructuring as troubled debt restructuring ("TDR").

The TDR resulted in a gain on debt restructuring for the year ended December 31, 2011 of $0.5 million. The TDR accounting resulted in differences between the carrying value of term debt and amounts owed the senior lenders at December 31, 2012 and 2011. The carrying value of term debt was $20.8 million and $22.0 million at December 31, 2012 and 2011, respectively. The actual term loan amounts due the senior lenders totaled $18.4 million and $18.7 million at December 31, 2012 and 2011, respectively. In addition, TDR accounting required that interest payments reduce the carrying value of term debt in lieu of a charge to earnings. Interest payments reduced the carrying value of term debt $0.9 million and $0.7 million for the years ended December 31, 2012 and 2011, respectively.

On May 14, 2013, we repaid outstanding amounts due under this credit facility to the extent of $33.4 million. This amount included a $15.0 million revolver, the restructured term loan, and accrued interest through date of payoff. The payoff of these debts resulted in a $2.0 million gain on early extinguishment of debt.

Second Lien Credit Agreement

On September 7, 2012, we entered into a third amended and restated credit agreement with a third party and a related party which was scheduled to mature on March 7, 2017. As of the time of the IPO, we had $45.3 million in outstanding borrowings bearing cash and "in-kind" interest at a rate of 18% per annum. We repaid all second lien term loans in full at the closing of our IPO.

Third Lien Credit Agreement

On September 7, 2012, we entered into a first amended and restated credit agreement with an affiliate of the owner of our general partner and other lenders named therein. As of the time of the IPO, we owed $5.3 million under this arrangement. The credit agreement governed our third lien term loan, which was scheduled to mature on September 7, 2017 and bore interest at a rate of 0% per annum. We repaid the third lien term loan in full at the closing of our IPO.

Direct Fuels

As described above, we assumed senior debt associated with the purchase of Direct Fuels. On May 14, 2013, we repaid all amounts outstanding totaling $21.7 million.

Other Long-Term Debt

From time to time, we incur additional debt to finance specific equipment purchases. Total outstanding principal amounts of such borrowings were $0.2 million and $1.2 million as of December 31, 2013 and 2012, respectively.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES	'
COMMITMENTS AND CONTINGENCIES	'

	9. COMMITMENTS AND CONTINGENCIES

	Contractual Obligations at December 31, 2013


		Purchase		Operating		Royalty		Capital Lease
		Commitments		Lease		Commitments		Obligations
				Commitments
		($ in thousands)
	Year ending December 31,
	2014	$	14,016	$	7,933	$	480	$	4,034
	2015		15,490		4,739		480
	2016		12,925		4,435		480
	2017		9,181		2,127		480
	2018		9,181		716		480
	Thereafter		34,860		4,068		6,690


	Total	$	95,653	$	24,018	$	9,090		4,034




	Less amount representing interest								-565


	Total commitment less interest							$	3,469





	Sand Purchase Commitments and Railway Shipping Commitments

	In connection with the capital lease liability discussed below, as well as the direct financing lease receivable, we maintain minimum annual purchase commitments with two third-party wet sand suppliers with original terms of five and ten years, respectively. Additionally, in May 2012 we entered into a railway shipping agreement requiring us to pay a shortfall penalty if minimum annual tonnage levels are not shipped for a term of 10 years commencing on December 1, 2012. For the years ended December 31, 2013, 2012, and 2011, we met or exceeded our minimum commitment requirements under all of our purchase agreements.

	Operating Leases

	We lease rail cars, rail track, locomotives, office and terminal facilities, land, and equipment with various terms in connection with our daily operations. Operating lease expense for the years ended December 31, 2013, 2012 and 2011 totaled $6.0 million, $0.9 million and $0.4 million, respectively.

	Royalty Commitments

	We maintain various royalty agreements related to the extraction of sand in Wisconsin, of which certain agreements require minimum payments if minimum volumes are not extracted on an annual basis. For the years ended December 31, 2013, 2012, and 2011, we met or exceeded our minimum commitment requirements under all of our royalty agreements.

	Capital Lease Liability

	In April 2011, we entered into an agreement with a third party to mine and process mineral resources at our New Auburn location for a specified fee per ton for five years, after which we will acquire ownership of the New Auburn wet plant without paying additional consideration. This agreement qualifies as a capital lease obligation and the specified fee per ton includes amounts paid to the third party for i) the extraction of sand, ii) operating costs associated with operating the wash plant and iii) an estimated amount per ton as a lease payment. Minimum future lease payments, based on estimated future production, under capital lease as of December 31, 2013 total $4.0 million, of which $0.6 million represents interest. Due to higher than anticipated purchase volumes, we anticipate extinguishing our capital lease liability during the year ending December 31, 2014. As a result, our cost of sand will likely increase as the contractual price we pay per ton remains relatively consistent during the remaining term of the contract, however, our total cash flows will not be impacted due to this change in classification.

	Other Commitments and Contingencies

	Plant Construction Commitment

	On January 2, 2014, we signed a construction agreement with a third party to build a sand wash plant that we anticipate to be completed during 2014. The total contracted price is $8.3 million. We paid $1.6 million as a deposit on January 3, 2014.

	Employment Agreement, Deferred Compensation, and Rabbi Trusts

	Prior to our IPO, we had a long-term incentive compensation program (the "LTIC") with our CEO and the Sand Officer under which additional compensation may be paid based on certain events, as defined in the agreement. Before May 14, 2013, there were no amounts due under these agreements. On May 29, 2013, we terminated these agreements. In consideration for terminating the LTIC agreements, we agreed to pay the CEO $4.3 million and the Sand Officer $2.1 million in cash within ten days of May 29, 2014. On May 30, 2013, we deposited $6.4 million into two separate trust accounts under an informal funding arrangement known as Rabbi Trusts. We account for these amounts in accordance with FASB ASC 710, Compensation—General, as it relates to arrangements where compensation is both earned and held in Rabbi Trusts. At December 31, 2013, trust assets were invested in money market funds and the carrying value approximated fair value. We expensed the combined total ($6.4 million) of this deferred compensation during the year ended December 31, 2013. As of December 31, 2013, the accrued deferred compensation expense remains unpaid totaling $6.7 million including $0.4 million of accrued quarterly distribution equivalent rights.

	Excise Tax Penalty

	In 2012, we received an IRS notice of a penalty totaling $340,000 due to failure to file terminal operator reports in electronic format. We filed these returns in paper format. Management protested the audit findings through IRS appeal channels. Management placed the IRS on notice that it plans to claim exception from penalty due to reasonable cause. The IRS appeal conference has not been scheduled. In the opinion of management, the outcome of such matters will not have a material adverse effect on our financial position, liquidity or results of operations.

Property Value Assurance

On May 13, 2013, we entered into a mining agreement with the Town of Sioux Creek, Wisconsin ("Sioux Creek") that addresses local regulations related to the operation of our future facility in Sioux Creek. The agreement expires at the end of twenty years. The agreement covers hours and days of operation, royalty payments, control of light and noise, and a property value guaranty or assurance ("PVA"). The PVA provision requires our guaranty of certain owners' property values, as defined in Sioux Creek's ordinance which could require us to make future payments to the specified property owners, if any. The ordinance states that any adjoining property owner, that was an owner prior to commencement of operations, that markets their property for third-party sale subsequent to commencement of operations may have their property appraised by a real estate appraiser in the State of Wisconsin to determine fair market value as if the mining operation did not exist (if the mine operator and land owner do not agree on the appraiser both may chose an appraiser and the average of the two appraisals shall determine fair market value). Certain provisions allow the mine operator to purchase the property or to reimburse the landowner for any shortfall between the selling price and the fair market value established by appraisal within a six month timeframe.

On November 9, 2013, we entered into a mining agreement with the Town of Auburn, Wisconsin ("Auburn") that addresses local regulations related to sand mining and sand processing activities at our New Auburn, Wisconsin facility. The agreement expires on December 31, 2043. The agreement covers hours of operation, use of roads, control of light and noise, air quality and fugitive dust, control of waste materials, groundwater standards, and a PVA. The PVA provisions include our guaranty of certain owners' property values, as defined in the agreement, and set forth the terms by which we could be required to make future payments to the specified property owners, if any. We are required to pay the property owner the excess of fair market value over selling price, if any. In addition, if the owner's property fails to sell after 270 days from the date listed for sale, we are obligated to purchase the property for fair market value. The agreement defines fair market value using one of two methods: (i) the value identified in the Town's 2011 tax rolls plus 10%; or, in the event the property owner believes the other method does not accurately reflect fair market value, (ii) a then current appraisal prepared by a third party expert using comparable values for similar properties not located within one-quarter mile of a mine site. In the event the property owner sells the property for an amount exceeding fair market value, we are under no obligation to make payment. The PVA provision runs with the land and is binding on the property owners, us, and their heirs, grantees, representatives, successors, and assigns.

We have not accrued a liability related to the PVAs noted above as management does not believe a future payment is probable or reasonably estimable as of December 31, 2013.

Counterparty Risk

The Sand segment routinely purchases raw sand from a supplier located in Wisconsin. We understand from public sources that the supplier may be experiencing financial difficulties. Because we have been unable to verify the validity of this information, we are unable to make a complete and accurate assessment about the precise extent of financial risk, if any, that this supplier is facing. At December 31, 2013, the supplier was custodian of $2.2 million of our raw sand inventory stored on the supplier's property. We do not have security agreements in place that specifically identify the raw sand inventory as assets belonging to us, but it is our opinion that title to the sand has passed to us. In the opinion of management, as of the date of these financial statements, the amounts representing inventories stored at this supplier's site are fully recoverable in the ordinary course of business.

Letters of Credit

On October 25, 2013, we issued a $3.7 million letter of credit to a fuel pipeline common carrier to secure payment for transmix open account purchases and pipeline tariffs. Effective with posting the letter of credit with the pipeline common carrier, the Fuel segment became eligible to transport refined motor fuels and transmix to its facility located in Birmingham, Alabama via pipeline. The letter of credit expires on April 30, 2014.

As of December 31, 2013 and 2012, SSS had an outstanding letter of credit to the favor of Barron County for $258,000. SSS provided this letter of credit to assure performance under the reclamation plan filed with Barron County.

During 2011, affiliates of Insight Equity and LBC Credit Partners, L.P. obtained letters of credit on behalf of SSS to support its obligation to repay $16.0 million in advance payments provided by three sand customers at the time they entered into take-or-pay supply agreements with us. The aggregate balances under these letters of credit were $0 and $6.7 million as of December 31, 2013 and 2012, respectively. See Note 7 for discussion of these advances from customers.

An affiliate of Insight Equity obtained a $1.5 million letter of credit to provide additional security against an equity investment that LBC Credit Partners, L.P. made in SSS after Insight Equity's purchase of Superior Silica Holdings LLC. This letter of credit was retired at the closing of our initial public offering.

Litigation and Potentially Uninsured Liabilities

We are subject to various claims and litigation arising in the ordinary course of business. We maintain general liability insurance with limits and deductibles that management believes prudent in light of our exposure to loss and the cost of insurance. We had recognized no liabilities as of December 31, 2013 and 2012 related to uninsured claims and litigation, and current uninsured litigation matters are not expected to have a material adverse effect on our financial position, liquidity or results of operations. We expense legal costs related to claims and litigation in the period incurred.

Environmental Matter

On November 21, 2013, the EPA issued a General Notice Letter and Information Request ("Notice") under Section 104(e) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), to one of our subsidiaries operating within the Fuel segment. The Notice provides that the subsidiary may have incurred liability with respect to the Reef Environmental site in Alabama, and requested certain information in accordance with Section 107(a) of CERCLA. We timely responded to the Notice. At this time, no specific claim for cost recovery has been made by the EPA (or any other potentially responsible party) against us. There is uncertainty relating to our share of environmental remediation liability, if any, because our allocable share of wastewater is unknown and the total remediation cost is also unknown. Consequently, management is unable to estimate the possible loss or range of loss, if any. We have not recorded a loss contingency accrual as of December 31, 2013. In the opinion of management, the outcome of such matters will not have a material adverse effect on our financial position, liquidity or results of operations.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2013
RELATED PARTY TRANSACTIONS	'
RELATED PARTY TRANSACTIONS	'

	10. RELATED PARTY TRANSACTIONS

	Related party transactions included in our Consolidated Balance Sheets and Consolidated Statements of Operations are summarized in the following table:


		2013		2012		2011
		($ in thousands)
	Balances for the year ended December 31:
	Wages and employee-related costs (1)	$	17,366	$	-	$	-
	Interest expense (2)		1,915		1,379		134
	IPO transaction-related cost reimbursements (3)		1,643		-		-
	General and administrative expense reimbursements (3)		180		186		648
	Consulting services (4)		112		374		250
	Lease expense		24		24		24
	Balances as of December 31:
	Accounts receivable	$	124	$	-
	Accounts payable and accrued liabilities		515		370
	Long-term debt (2)		-		25,036

	-1
	We do not have any employees. Prior to May 14, 2013, our Predecessor and Direct Fuels had employees assigned directly to their respective operations. On May 14, 2013, our general partner hired all employees of the Predecessor and Direct Fuels. After this date, our general partner manages our human resource assets, including fringe benefits and other employee-related charges. We routinely and regularly reimburse our general partner for any employee-related costs paid on our behalf, and report such costs as operating expenses.

	-2
	See Note 8 for a discussion of the second lien credit agreement and the third lien credit agreement.

	-3
	We paid Insight Equity certain IPO transaction-related costs and other general and administrative costs. See discussion of the current services agreement below.

	-4
	Prior to May 14, 2013, our Fuel segment paid an affiliated company for leadership services at an annual amount of $250,000 plus bonus for financial performance, if any. Beginning May 14, 2013, these services are being performed by Insight Equity employees and are charged to us through reimbursement process in (1) above.

	Agreements with Affiliates

	Registration Rights Agreement. In connection with closing of the IPO, we entered into a Registration Rights Agreement, dated as of May 14, 2013 (the "Registration Rights Agreement"), by and between AEC Resources LLC, Ted W. Beneski, Superior Silica Resources LLC, Kayne Anderson Development Company and LBC Sub V, LLC. Pursuant to the Registration Rights Agreement, we agreed to register for resale the restricted common units of the Partnership (the "Restricted Units") issued to the other parties to the Registration Rights Agreement. We also agreed to file a registration statement providing for resale of the Restricted Units as permitted by Rule 415 of the Securities Act of 1933 no later than July 1, 2014. We also agreed, subject to certain limitations, to allow the holders to sell Restricted Units in connection with certain registered offerings that we may conduct in the future and to provide holders of a specified number of Restricted Units the right to demand that we conduct an underwritten public offering of Restricted Units under certain circumstances. The Registration Rights Agreement contains representations, warranties, covenants and indemnities that are customary for private placements by public companies.

	Services Agreement. On May 14, 2013, in connection with the closing of the IPO, we entered into an administrative services agreement with Insight Equity, pursuant to which Insight Equity provides specific general and administrative services to us. Under this agreement, we reimburse Insight Equity based on agreed upon formulas for actual travel and other expenses on our behalf. In addition, an executive employee of Insight Equity is the head of the Fuel segment. We pay this executive for services rendered to the Fuel segment and record these costs as a charge to earnings. The administrative services agreement will remain in force until (i) the date we and Insight Equity mutually agree to terminate it; (ii) the final distribution in liquidation of the Partnership or our subsidiaries; or (iii) the date on which either Insight Equity or its affiliates collectively controls less than 51% of our equity.

EQUITYBASED_COMPENSATION

EQUITY-BASED COMPENSATION	12 Months Ended
EQUITY-BASED COMPENSATION	Dec. 31, 2013
EQUITY-BASED COMPENSATION	'
EQUITY-BASED COMPENSATION	'

	11. EQUITY-BASED COMPENSATION

	Effective May 14, 2013, we adopted our 2013 Long-Term Incentive Plan (the "LTIP") for providing long-term incentives for employees, directors, and consultants who provide services to us. The plan is administered by a committee subject to oversight by the board of directors of our general partner (the "Board of Directors"). The committee has delegated authority to: (i) designate participants; (ii) determine types of awards; (iii) determine number of units covered by the award; (iv) determine terms and conditions of awards; (v) determine how and when awards might be settled; and (vi) interpret and administer the plan and take other such actions as might be necessary for the proper administration of the plan. The LTIP provides for the issuance of an aggregate of up to 2,321,968 common units to be granted either as options, restricted units, phantom units, distribution equivalent rights, unit appreciation rights, unit award, profits interest units, or other unit-based award granted under the plan. As of December 31, 2013, we had granted awards totaling 1,148,235 units that represent a combination of restricted and phantom units, all of which are to be settled through issuance of limited partner common units. Our CEO and the Sand Officer also participate in the LTIP plan. On May 14, 2013, we granted 530,588 and 265,294 phantom units to our CEO and Sand Officer, respectively. Half of these phantom units vest in one year, and the remaining half in the year after. The agreements covering the CEO and the Sand Officer entitle them to receive dividends in an amount equal to any distributions to our common unitholders whether or not such phantom units are vested. Independent director restricted units vest after one year. For other employees, we assume a 30-month vesting period for phantom unit grants, which represents management's estimate of the amount of time until all vesting conditions have been met. Regarding distributions for independent directors and other employees, distributions are credited to a distribution equivalent rights account for the benefit of each participant and become payable generally within 45 days following the date of vesting. As of December 31, 2013, the unpaid liability for distribution equivalent rights totaled $0.4 million.

	The following table summarizes awards granted during the post-IPO period of May 14, 2013 through December 31, 2013. The outstanding balance at December 31, 2013 represents total awards since IPO. During the year ended December 31, 2013, there was a forfeiture of 50,000 phantom units.


		Total		Phantom		Restricted		Fair Value per Unit
		Units		Units		Units		at Award Date
	Outstanding December 31, 2012		-		-		-	$	-
	Grants:
	Employees (including CEO and Sand officer)		1,137,648		1,137,648		-		17.00
	Board of directors (independent)		10,587		-		10,587		17.00
	Forfeiture: Employees		-50,000		-50,000		-		17.00


	Outstanding at December 31, 2013		1,098,235		1,087,648		10,587	$	17.00





	For the year ended December 31, 2013, we recorded non-cash compensation expense relating to equity-based compensation of $5.7 million in selling, general and administrative expenses. As of December 31, 2013, the unrecognized compensation expense related to the grants discussed above amounted to $13.0 million to be recognized over a weighted average of 1.5 years.

IPO_TRANSACTIONRELATED_COSTS

IPO TRANSACTION-RELATED COSTS	12 Months Ended
IPO TRANSACTION-RELATED COSTS	Dec. 31, 2013
IPO TRANSACTION-RELATED COSTS	'
IPO TRANSACTION-RELATED COSTS	'

	12. IPO TRANSACTION-RELATED COSTS

	We incurred generally non-recurring expenses related directly to the IPO. These costs consist primarily of incentive compensation and payroll-related costs paid to management. In addition, we incurred indirect legal, accounting, and other professional fees associated with the IPO transaction not related to the issuance of equity and debt. We reported these amounts as an operating expense for the year ended December 31, 2013.

	There were no similar expenses prior to 2013. The following table summarizes these costs (in thousands):


		Year Ended
		December 31, 2013
	Incentive compensation:
	Compensation and payroll-related costs for termination of LTIC plan	$	6,512
	Incentive compensation and payroll-related costs to other management employees		2,853
	Other IPO-related costs		1,601


	Total IPO transaction-related expenses	$	10,966

INCOME_TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2013
INCOME TAXES	'
INCOME TAXES	'

	13. INCOME TAXES

	Provision for Income Taxes

	Our provision for income taxes relates to: (i) Texas margin taxes for the Partnership and for Distributor, as well as (ii) federal and state income taxes for Distributor. For federal income tax purposes, we report our income, expenses, gains, and losses as a partnership not subject to income taxes. As such, each partner is responsible for his or her share of federal and state income tax. Net earnings for financial statement purposes may differ significantly from taxable income reportable to each partner because of differences between the tax basis and financial reporting basis of assets and liabilities. Distributor reports its income, expenses, gains, and losses as a corporation and is subject to both federal and state income taxes.

	The composition of our provision for income taxes follows:


		Year Ended December 31,
		2013		2012		2011
		($ in thousands)
	Federal and state income tax expense for Distributor	$	188	$	-	$	-
	Texas margin tax		198		81		101


	Total provision for income taxes	$	386	$	81	$	101





	Effective Income Tax Rate

	Distributor began operations in 2013. For the year ended December 31, 2013 Distributor's effective income tax rate was 33%. For Distributor, there were no significant differences between book and taxable income. We are responsible for our portion of the Texas margin tax that is included in our subsidiaries' consolidated Texas franchise tax returns. For our operations in Texas, the effective margin tax rate is approximately 0.5% as defined by applicable state law. The margin tax qualifies as an income tax under GAAP, which requires us to recognize the impact of this tax on the temporary differences between the financial statement assets and liabilities and their tax basis attributable to such tax.

EARNINGS_PER_COMMON_UNIT

EARNINGS PER COMMON UNIT	12 Months Ended
EARNINGS PER COMMON UNIT	Dec. 31, 2013
EARNINGS PER COMMON UNIT	'
EARNINGS PER COMMON UNIT	'

	14. EARNINGS PER COMMON UNIT

	We compute basic net income per unit by dividing net income by the weighted-average number of common units outstanding including participating securities. Participating securities include unvested equity-based payment awards that contain non-forfeitable rights to distributions. For these purposes, grants to our CEO (530,588 units) and the Sand Officer (265,294 units) are deemed participating securities.

	Diluted net income per unit is computed by dividing net income by the weighted-average number of common units outstanding, including participating securities, and increased further to include the number of common units that would have been outstanding had potential dilutive units been exercised. The dilutive effect of restricted units is reflected in diluted net income per unit by applying the treasury stock method. The participating phantom units with non-forfeitable rights to distributions are not considered in computations under the treasury stock method to derive potentially dilutive units outstanding. At December 31, 2013, there were no anti-dilutive units outstanding.

	Basic and diluted earnings per unit are computed as follows:


		For the Period May 14, 2013
		through December 31, 2013
		Income		Units		Per Unit
		(Numerator)		(Denominator)		Amount
	Basic earnings per unit:
	Weighted average common units outstanding				23,219,680
	Weighted average phantom units deemed participating securities				795,882


	Total	$	22,046,000		24,015,562	$	0.92




	Diluted earnings per unit:
	Weighted average common units outstanding				23,219,680
	Weighted average phantom units deemed participating securities				795,882
	Weighted average potentially dilutive units outstanding				6,395


	Total	$	22,046,000		24,021,957	$	0.92

SEGMENT_INFORMATION_AND_GEOGRA

SEGMENT INFORMATION AND GEOGRAPHICAL DATA	12 Months Ended
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	Dec. 31, 2013
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'

	15. SEGMENT INFORMATION AND GEOGRAPHICAL DATA

	Segment Information

	We operate our business through two reportable business segments:



	•
	Sand - the production and sale of various grades of sand primarily used in the extraction of oil and natural gas and the production of numerous building products and foundry materials.

	•
	Fuel - the refining of transmix, distribution of finished fuel products, terminal and reclamation activities, and refining of biodiesel.

	Segments have been identified based on how management makes operating decisions, assesses performance and allocates resources. Certain items are reviewed by our management on a consolidated basis, and are therefore presented as corporate income rather than segment income:



	•
	general and administrative costs related to corporate overhead, such as headquarters facilities and personnel, as well as equity-based compensation;

	•
	certain other operating costs such as IPO transaction-related; and

	•
	non-operating items such as interest, other income and income taxes.

	Although not used by management in its performance monitoring activities, asset information as of December 31, 2013 and 2012 is included in the following tables together with financial information concerning our reportable segments for the years ended December 31, 2013, 2012 and 2011.


			Year Ended December 31, 2013
			Sand Segment			Fuel Segment			Corporate			Total
			($ in thousands)
	Statements of Operations Data:
	Revenues		$	167,768		$	705,487		$	-		$	873,255
	Cost of goods sold (excluding depreciation, depletion and amortization)			91,416			676,495			-			767,911
	Depreciation, depletion and amortization			10,458			10,369			1			20,828
	Selling, general and administrative expenses			10,556			6,057			10,222			26,835
	IPO transaction-related costs			-			-			10,966			10,966


	Operating income (loss)		$	55,338		$	12,566		$	-21,189		$	46,715




	Capital expenditures		$	20,406		$	931		$	32		$	21,369




	Total assets (at period end)		$	138,847		$	172,833		$	11,336		$	323,016









			Year Ended December 31, 2012
		Sand Segment			Fuel Segment			Corporate			Total
		($ in thousands)
Statements of Operations Data: q
Revenues		$	66,697		$	557,399		$	-		$	624,096
Cost of goods sold (excluding depreciation, depletion and amortization)			27,405			548,003			-			575,408
Depreciation, depletion and amortization			6,377			2,742			-			9,119
Selling, general and administrative expenses			5,531			4,643			82			10,256


Operating income (loss)		$	27,384		$	2,011		$	-82		$	29,313




Capital expenditures		$	39,062		$	1,403		$	-		$	40,465




Total assets (at period end)		$	121,498		$	74,289		$	2		$	195,789






		Year Ended December 31, 2011
		Year Ended December 31, 2011
		Sand Segment			Fuel Segment			Corporate			Total
		($ in thousands)
Statements of Operations Data:
Revenues		$	28,179		$	349,309		$	-		$	377,488
Cost of goods sold (excluding depreciation, depletion and amortization)			19,882			339,940			-			359,822
Depreciation, depletion and amortization			4,022			2,858			-			6,880
Selling, general and administrative expenses			5,359			3,862			-			9,221
Impairment of assets			762			-			-			762


Operating income (loss)		$	-1,846		$	2,649		$	-		$	803




Capital expenditures		$	14,243		$	935		$	-		$	15,178





Geographical Data

Although we own no long-term assets outside the United States, our Sand segment began selling some product in Canada during 2013. In 2013, we recognized $13.6 million of sales in Canada. All other sales have occurred in the United States.

DERIVATIVE_INSTRUMENTS_AND_HED

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

12 Months Ended

Dec. 31, 2013

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

16. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We follow FASB ASC 820, which defines fair value, establishes a framework for measuring fair value, and specifies disclosures about fair value measurements. FASB ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows.

•

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

•

Level 3 inputs are measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources.

Our valuation models consider various inputs including (a) mark to market valuations, (b) time value and, (c) credit worthiness of valuation of the underlying measurement.

A financial asset or liability's classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

The following table shows the three interest rate swap agreements we entered into during 2013 to manage interest rate risk associated with our variable rate borrowings.

Agreement Date

Effective Date

Maturity

Notional

Fixed Rate

Variable Rate

Date

Amount

Nov. 1, 2013

Oct. 14, 2014

Oct. 16, 2017

25,000,000

1.33%

1 Month LIBOR

Nov. 7, 2013

Oct. 14, 2014

Oct. 16, 2017

25,000,000

1.26%

1 Month LIBOR

Nov. 21, 2013

Oct. 14, 2014

Oct. 16, 2017

20,000,000

1.22%

1 Month LIBOR

As of December 31, 2012, we did not have any outstanding interest rate swaps.

Our Fuel segment utilizes financial hedging arrangements whereby we hedge a portion of our gasoline and diesel inventory, which reduces our commodity price exposure on some of our activities. The derivative commodity instruments we utilize consist mainly of futures traded on the New York Mercantile Exchange. As of December 31, 2013 and 2012, we had 40 and 188 open commodity derivative contracts, respectively, to manage fuel price risk.

We do not designate our derivative instruments as hedges under GAAP. As a result, we recognize derivatives at fair value on the consolidated balance sheet with resulting gains and losses reflected in interest expense (for interest rate swap agreements) and cost of goods sold (for derivative commodity instruments), as reported in the consolidated statements of operations. Our derivative instruments serve the same risk management purpose whether designated as a hedge or not. We derive fair values principally from published market interest rates and fuel price quotes (Level 2 inputs). The precise level of open position commodity derivatives is dependent on inventory levels, expected inventory purchase patterns and market price trends. We do not use derivative financial instruments for trading or speculative purposes.

The fair values of outstanding derivative instruments and their classifications within our Consolidated Balance Sheets are summarized as follows:

As of December 31,

2013

2012

Classification

($ in thousands)

Derivative assets

Interest rate swaps

247

Prepaid expenses and other current assets

Commodity derivative contracts

Prepaid expenses and other current assets

Derivative liabilities

Commodity derivative contracts

Accrued liabilities

The effect of derivative instruments, none of which has been designated for hedge accounting, on our Consolidated Statements of Operations was as follows:

Year Ended December 31,

2013

2012

2011

Classification

($ in thousands)

Interest rate swaps

247

243

Other

Commodity derivative contracts

540

-1,383

-611

Cost of goods sold

787

-1,383

-368

RETIREMENT_PLAN

RETIREMENT PLAN	12 Months Ended
RETIREMENT PLAN	Dec. 31, 2013
RETIREMENT PLAN	'
RETIREMENT PLAN	'

	17. RETIREMENT PLAN

	We sponsor 401(k) plans for substantially all employees. At December 31, 2013, we maintained legacy plans from our predecessor and the legacy plan from Direct Fuels. The plans are comparable generally in terms of employee eligibility, participation, and benefits. The plans provide for us to match 100% of the participants' contributions up to a range of 4% to 5% of the participant's pay. Additionally, we can make discretionary contributions as deemed appropriate by management. Our employer contributions to these plans totaled $0.4 million, $0.2 million, and $0.2 million for the years ended December 31, 2013, 2012, and 2011, respectively.

SUPPLEMENTAL_CASH_FLOW_DISCLOS

SUPPLEMENTAL CASH FLOW DISCLOSURES	12 Months Ended
SUPPLEMENTAL CASH FLOW DISCLOSURES	Dec. 31, 2013
SUPPLEMENTAL CASH FLOW DISCLOSURES	'
SUPPLEMENTAL CASH FLOW DISCLOSURES	'

	18. SUPPLEMENTAL CASH FLOW DISCLOSURES

	The following supplemental disclosures may assist in the understanding of our Consolidated Statements of Cash Flows:


		Year Ended December 31,
		2013		2012		2011
		($ in thousands)
	Supplemental disclosure of cash flow information:
	Cash paid during the period for:
	Interest	$	6,058	$	10,889	$	992
	Cash paid for income taxes, net of refunds		159		68		-94
	Supplemental disclosure of non-cash investing and financing activities:
	Issuance of common units to acquire Direct Fuels		53,721		-		-
	Customer advances offset against accounts receivable		4,043		10,091		1,866
	Deferred compensation expense		6,368		-		-
	Distribution equivalent rights accrued		372		-		-
	Capitalized reclamation costs		721		258		383
	Purchases of PP&E included in accounts payable		1,641		9,455		-
	Costs and long-term debt paid directly by lenders		-		44,541		859
	Public offering costs accrued and not paid		-		2,787		-
	Recognition of a direct financing lease receivable		-		2,700		-
	Vendor invoice paid directly by member contribution		-		-		233
	Recognition of a capital lease liability		-		-		8,371
	Sale-leaseback of plant and equipment		-		-		1,124
	Equity granted to term and revolver loan senior lenders		-		-		1,515
	Forgiveness of subordinated notes and accrued interest		-		-		6,689
	Forgiveness of seller notes and accrued interest		-		-		6,705
	Note receivable from sale of property, plant and equipment		-		-		259

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2013
SUBSEQUENT EVENTS	'
SUBSEQUENT EVENTS	'

	19. SUBSEQUENT EVENTS

	Fourth Quarter Distribution

	On January 23, 2014, the Board of Directors approved a quarterly distribution of $1.00 per common unit. We paid $23.2 million on February 14, 2014 to holders of record as of February 6, 2014. We also distributed $0.8 million to the CEO and the Sand Officer pursuant to terms of the LTIP.

SIGNIFICANT_ACCOUNTING_POLICIE1

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2013
SIGNIFICANT ACCOUNTING POLICIES	'
Use of Estimates	'

	Use of Estimates

	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and such differences could be material.

Restricted Cash and Equivalents	'

	Restricted Cash and Equivalents

	We are required under agreements with our chief executive officer ("CEO") and an officer in our Sand segment (the "Sand Officer") to establish and maintain Rabbi Trusts which are used to fund deferred compensation as described in the agreements. Restricted cash and equivalents are invested in short-term instruments at market rates; therefore the carrying values approximate fair value.

Accounts Receivable and Allowance for Doubtful Accounts	'

	Accounts Receivable and Allowance for Doubtful Accounts

	Trade accounts receivable are recognized at their invoiced amounts and do not bear interest. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate our allowances for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances for doubtful accounts might be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance for doubtful accounts. The allowance for doubtful accounts was $0.3 million at December 31, 2013, and $0.1 million at December 31, 2012.

Inventories	'

	Inventories

	Finished goods inventories consist of dried sand and refined motor fuel products. All inventories are stated at the lower of cost or market using the average cost method. Raw materials inventories consist of wet-sand stockpiles and transmix feedstock. Raw materials inventories are stated at the lower of cost or market using the average cost method. Overhead in our Sand segment is capitalized at an average rate per unit based on actual costs incurred. Our Fuel segment does not capitalize overhead to its refined transmix inventory because turnover is high and the quantities are generally modest in comparison to our finished fuel inventories we purchase from third party refiners.

Accounting for Renewable Identification Numbers	'

	Accounting for Renewable Identification Numbers

	The Fuel segment is required to comply with federal laws that regulate biofuels and renewable identification numbers ("RINs"). RINs are serial numbers assigned to biofuels for the purpose of tracking its production, use, and trading as required by the U.S. Environmental Protection Agency (the "EPA") under its Renewable Fuel Standard implemented according to the Energy Policy Act of 2005. Generally, companies that refine petroleum-based fuels are obligated to meet certain quotas based on the volume of fuel they introduce into the marketplace. We are required to satisfy these obligations to the extent previously non-certified fuels are included or introduced into transmix feedstock. We account for these direct obligations as a liability until satisfied. As of December 31, 2013 and 2012, accrued liabilities include $41 thousand and $0, respectively, for obligations under the Energy Policy Act of 2005.

	The Fuel segment routinely purchases ethanol for blending with gasoline. To a lesser extent, the Fuel segment purchases biodiesel for blending with diesel. We have the option to purchase these biofuels with or without RINs, but most biofuels are only available for purchase with RINs. The price suppliers charge to us for biofuels with RINs is somewhat higher than a price that would be charged for product without RINs. We generally purchase the biofuels with RINs. We account for RINs in a manner similar to the purchase of conventional fuels. On a monthly basis, we sell most of our RINs under a contractual arrangement with a major refiner. For RINs that remain unsold at the end of an accounting period, we value this asset at an amount that approximates net realizable value, recording the offset as a reduction in cost of goods sold. When these RINs are sold, we record the sale as a reduction of costs of goods sold instead of additional revenue, effectively offsetting the charge to cost of goods sold when the RINs asset is relieved. As of December 31, 2013 and 2012, prepaid expenses and other current assets include RINs valued at $0.3 million and $0.6 million, respectively.

Direct Financing Lease Receivable	'

	Direct Financing Lease Receivable

	In July 2012, we entered into an agreement with a third party in which we built a wet sand processing plant and the third party agreed to operate the plant for the purpose of processing wet sand. We pay a specified fee per ton of processed sand purchased by us for the ten-year term of the agreement, and the full amount is recorded as raw materials cost. In turn, we withhold a fixed fee per ton as payment by the third party for eventual transfer of ownership of the plant. The initial cost of the plant totaling $2.7 million was recognized as a direct financing lease receivable in September 2012. The fee from the third party will no longer be withheld when we recover the full cost of the plant, including interest at 6.0% per annum. We anticipate receiving the full amount of this receivable within two years from inception of the agreement and, accordingly, we classified a portion of the receivable as a current asset based on our anticipated processed sand purchases. We routinely monitor compliance with payment terms and assess the account for collectability.

Property, Plant and Equipment, net	'

	Property, Plant and Equipment, net

	We recognize purchases of property, plant and equipment at cost, including capitalized interest. Maintenance, repairs and renewals are expensed when incurred. Additions and significant improvements are capitalized. Disposals are removed at cost less accumulated depreciation and any gain or loss from dispositions is recognized in income. We capitalized $0, $1.0 million and $0.2 million of interest on construction of assets for the years ended December 2013, 2012 and 2011, respectively.

	Depreciation of property, plant and equipment other than mineral reserves is provided for on a straight-line basis over their estimated useful lives. We recognized $13.7 million, $8.8 million and $6.4 million of depreciation expense for 2013, 2012 and 2011, respectively.

	Mineral reserves are initially recognized at cost, which approximates the estimated fair value as of the date of acquisition. The provision for depletion of the cost of mineral resources is computed on the units-of-production method. Under this method, we compute the provision by multiplying the total cost of the mineral resources by a rate arrived at dividing the physical units of sand produced during the period by the total estimated mineral resources at the beginning of the period. Depletion expense for 2013, 2012 and 2011 totaled $29,070, $46,221 and $46,574, respectively.

	Following are the estimated useful lives of our property, plant and equipment:


		Useful Lives (in Years)
	Building and land improvements including assets under capital lease	10 – 39
	Mineral reserves	N/A*
	Tanks and equipment	7 – 40
	Railroad and related improvements	20 – 40
	Machinery and equipment	5 – 10
	Plant equipment including assets under capital lease	5 – 7
	Industrial vehicles	3 – 7
	Furniture, office equipment, and software	3 – 7
	Leasehold improvements	3 – 5 or lease term, whichever is less

	*
	Depletion calculated using units-of-production method

Impairment or Disposal of Long-Lived Assets	'

	Impairment or Disposal of Long-Lived Assets

	In accordance with FASB ASC 360-10-05, Impairment or Disposal of Long-Lived Assets, long-lived assets such as property, plant, and equipment, and intangible assets subject to amortization are reviewed for impairments whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. The recoverability of intangible assets subject to amortization is also evaluated whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In management's opinion, no impairment of long-lived assets exists at December 31, 2013 and 2012.

	In 2011, our management made a decision to sell a parcel of land which was not a revenue generating asset. The expected net proceeds were less than the net book value of the asset at that time, resulting in the recognition of an impairment loss of $0.8 million and adjustment of the carrying value of the land to the fair value less cost to sell in 2011. The asset was sold in 2012 for the expected amount.

Intangible Assets Other Than Goodwill	'

	Intangible Assets Other Than Goodwill

	Intangible assets consist of trade names, customer relationships, supply and transportation arrangements, and a non-compete agreement. Trade names are amortized on a straight-line basis over 15 years; customer relationships are amortized using an accelerated amortization method over 15 years; supply and transportation arrangements are amortized using the straight-line method over varying periods up to 54 months, depending on the contract terms; and the non-compete agreement is amortized on a straight-line basis over four years (the term of the agreement).

	We recognized $7.1 million, $0.3 million and $0.4 million of amortization expense for 2013, 2012 and 2011, respectively.

Goodwill	'

	Goodwill

	Goodwill is not amortized and represents the excess purchase price of the Direct Fuels acquisition over the estimated fair value of the net identifiable assets acquired. As of December 31, 2013 and 2012, goodwill totaled $29.3 million and $0, respectively. As of December 31, 2013, goodwill is associated with our Fuel segment. In accordance with GAAP, we perform impairment testing of goodwill assets annually, or more frequently if indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step process, which is performed at the entity level (the reporting unit). Step one compares the fair value of the reporting unit (calculated using the enterprise value-market capitalization approach) to its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Step two compares the carrying value of the reporting unit's goodwill to the implied fair value (i.e., the fair value of the reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, we record the excess as an impairment charge to earnings.

	We performed our annual assessment of goodwill in the fourth quarter of 2013, and determined during Step one that the fair value of the reporting unit (our Fuel segment) exceeds its carrying value. Therefore, it was not necessary to perform Step two of the analysis.

Other Assets, Net	'

	Other Assets, Net

	Deferred financing costs

	Financing costs that are directly and incrementally associated with new borrowings are capitalized and amortized over the term of the related debt using the straight-line method, which approximates the effective interest method. The balances of net deferred financing costs were $3.5 million and $3.4 million as of December 31, 2013 and 2012, respectively.

	Deferred public offering costs

	At December 31, 2012 we had recorded $3.7 million of direct and incremental professional fees incurred related to our IPO. We initially deferred these costs and subsequently charged them against IPO proceeds in 2013.

Derivative Instruments and Hedging Activities	'

	Derivative Instruments and Hedging Activities

	We account for derivatives and hedging activities in accordance with FASB ASC 815, Derivatives and Hedging, which requires entities to recognize all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For financial instruments that do not qualify as an accounting hedge, changes in fair value of the assets and liabilities are recognized in earnings. Our policy is to not hold or issue derivative instruments for trading or speculative purposes.

Asset Retirement Obligations	'

	Asset Retirement Obligations

	We follow the provisions of FASB ASC 410-20, Asset Retirement Obligations, which generally applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. The standard requires us to recognize an estimated liability for costs associated with the future reclamation of sand mining properties, whether leased or owned, whenever we have a legal obligation to restore the site in the future.

	A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recognized at the time the land is mined. The asset is depleted using the straight-line method, and the discounted liability is increased through accretion over the remaining life of the mine site.

	The estimated liability is based on historical industry experience in abandoning mine sites, including estimated economic lives, external estimates as to the cost to bringing back the land to federal and state regulatory requirements. We have utilized a discounted rate reflecting management's best estimate of our credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in the estimated costs, changes in the mine's economic life or if federal or state regulators enact new requirements regarding the abandonment of mine sites.

	Changes in the asset retirement obligations are as follows:


		Year Ended December 31,
		2013		2012
		($ in thousands)
	Beginning balance	$	690	$	432
	Additions		721		258
	Accretion		3		-

	Ending balance	$	1,414	$	690

Revenue Recognition	'

	Revenue Recognition

	Our revenue is recognized when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price charged is fixed or determinable, and collectability is reasonably assured. This generally means that we recognize revenue when our products leave our facilities. Sand and fuel are generally transported via railcar or trucking companies hired by the customer.

	We sell some of our Sand segment products under short-term price agreements or at prevailing market rates. A significant portion of our Sand segment revenues are realized through take-or-pay supply agreements with large oilfield services companies. The initial terms of these contracts expire between 2013 and 2021. These agreements define, among other commitments, the volume of product that our customers must purchase, the volume we must provide and the price that we will charge, as well as the rate that our customers will pay. Prices under these agreements are generally fixed and subject to adjustment, upward or downward, only for certain changes in published producer cost indices or market factors. With respect to the take-or-pay arrangements, if the customer is unable to carry forward minimum quantity deficiencies, we recognize Sand segment revenues to the extent of the minimum contracted quantity, assuming payment has been received or is reasonably assured. If deficiencies can be carried forward, receipts in excess of actual sales are recognized as deferred revenues until product is actually delivered or the right to carry forward minimum quantities expires.

	For customers that advance monies to the Sand segment under a contractual arrangement, we record revenue at the time of product delivery. At delivery, we reduce the liability "advances from customers" and record the revenue. As of December 31, 2013, we have satisfied the customer advances in full.

	We recognize Fuel segment revenue related to our terminals, reclamation, transportation services, and sales of motor fuels, net of trade discounts and allowances, in the reporting period in which the services are performed and motor fuel products are transferred from our terminals, title and risk of ownership pass to the customer, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.

Motor Fuel Taxes	'

	Motor Fuel Taxes

	We report excise taxes on motor fuels on a gross basis. For the years ended December 31, 2013, 2012 and 2011, excise taxes included in fuel revenues and cost of fuel totaled $47.0 million, $37.8 million and $19.6 million, respectively.

Equity-Based Compensation and Equity Incentive Plan	'

	Equity-Based Compensation and Equity Incentive Plan

	We recognize expenses for equity-based compensation based on the fair value method, which requires that a fair value be assigned to a unit grant on its grant date and that this value be amortized over the grantees' required service period. Restricted and phantom units have a fair value equal to the fair market price of the common units on the date of the grant. We amortize the fair value of the restricted and phantom units over the vesting period using the straight-line method. The fair value of a certain equity award to a key employee was determined using a Monte Carlo simulation. We calculated a forfeiture rate to estimate the equity-based awards that will ultimately vest based on types of awards and historical experience. For performance-based awards, we make estimates as to the probability of the underlying performance being achieved and record expense if the performance will probably be achieved.

Environmental Costs	'

	Environmental Costs

	Environmental costs are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. We capitalize expenditures that extend the life of the related property or mitigate or prevent future environmental risk. We record liabilities when site restoration and environmental remediation, cleanup and other obligations are either known or considered probable and can be reasonably estimated. Such estimates require judgment with respect to costs, time frame and extent of required remedial and clean-up activities and are subject to periodic adjustments based on currently available information. At December 31, 2013 and 2012, we had no accrued expenses related to environmental costs.

Provision for Income Taxes	'

	Provision for Income Taxes

	For federal income tax purposes, we report our income, expenses, gains, and losses as a partnership not subject to income taxes. As such, each partner is responsible for his or her share of federal and state income tax. Net earnings for financial statement purposes may differ significantly from taxable income reportable to each partner as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

	We are responsible for our portion of the Texas margin tax that is included in our subsidiaries' consolidated Texas franchise tax returns. The margin tax qualifies as an income tax under GAAP, which requires us to recognize the impact of this tax on the temporary differences between the financial statement assets and liabilities and their tax basis attributable to such tax.

	Emerge Energy Distributors Inc. ("Distributor"), our subsidiary that supports the Fuel segment, reports its income, expenses, gains, and losses as a corporation and is subject to both federal and state income taxes. Our provision for income taxes relates to: (i) Texas margin taxes for the Partnership and for Distributor, as well as (ii) federal and state income taxes for Distributor.

Fair Value of Financial Instruments	'

	Fair Value of Financial Instruments

	Fair value is an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2, or 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included with Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market.

	Our financial instruments consist primarily of cash and cash equivalents, restricted cash and equivalents, accounts receivable, accounts payable and debt instruments. The carrying amounts of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short maturities. As of December 31, 2013, the carrying amount for our $200 million senior secured revolving credit facility approximates fair value because the underlying instrument includes provisions that adjust our interest rates based on current market rates.

Concentration of Credit Risk	'

	Concentration of Credit Risk

	Financial instruments that potentially subject us to concentration of credit risk are cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents were fully insured as of December 31, 2012 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning in 2013, insurance coverage reverted to $250,000 per depositor at each financial institution and certain of our cash balances did exceed federally insured limits as of December 31, 2013. We maintain our cash and cash equivalents in financial institutions we consider to be of high credit quality.

	We provide credit, in the normal course of business, to customers located throughout the United States and Canada. We perform ongoing credit evaluations of our customers and generally do not require collateral. In addition, we regularly evaluate our credit accounts for loss potential.

	Our largest customer balance represented 14% of our net accounts receivable balance as of December 31, 2013 while the top two customer balances represented 15% and 14% as of December 31, 2012, respectively. No other customer balance exceeded 10% of the total net accounts receivable balance as of December 31, 2013 and 2012.

	No individual customer represented more than 10% of revenues for the year ended December 31, 2013 while one customer individually represented 15% and 10% of revenues for the years ended December 31, 2012 and 2011, respectively.

Segments	'

	Segments

	We operate our business in two reportable segments.



	•
	The Sand segment consists of the production and sale of various grades of industrial sand primarily used in the extraction of oil and natural gas, as well as the production of building products and foundry materials.

	•
	The Fuel segment operates two terminals and two transmix processing facilities that are located in the Dallas-Fort Worth, Texas area and Birmingham, Alabama. In addition to refining transmix, the Fuel segment sells a suite of complementary fuel products and services, including third-party terminaling services, the sale of wholesale petroleum products, certain reclamation services (which consist primarily of tank cleaning services) and blending of renewable fuels.

	For operations and other Partnership activities not managed through our two operating segments, these items of income, if any, and costs are presented herein as "corporate." Our chief operating decision maker ("CODM") is our chief executive officer. The CODM allocates resources and assesses performance of the business based on segment income or loss as presented in Note 15.

	Seasonality

	For our Sand segment, winter weather affects the months during which we can wash and wet-process sand in Wisconsin. Seasonality is not a significant factor in determining our ability to supply sand to our customers because we accumulate a stockpile of wet sand feedstock during non-winter months. During the winter, we process the stockpiled sand to meet customer requirements. However, we sell sand for use in oil and natural gas production basins where severe weather conditions may curtail drilling activities. This is particularly true in drilling areas located in the northern U.S. and western Canada. If severe winter weather precludes drilling activities, our frac sand sales volume may be adversely affected. Generally, severe weather episodes affect production in the first quarter with possible effect continuing into the second quarter. Generally, our Fuel segment does not experience dramatic seasonal shifts in quantities delivered to its customers.

Other Reclassifications	'

	Other Reclassifications

	We reclassified certain prior period financial statement balances to conform to the current period presentation. These reclassifications had no effect on net income or loss.

Recent Accounting Pronouncements	'

	Recent Accounting Pronouncements

	There have been no recent accounting pronouncements that have had or will have a material impact on our financial position or results of operations.

ORGANIZATION_AND_BASIS_OF_PRES1

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	12 Months Ended
ORGANIZATION AND BASIS OF PRESENTATION (Tables)	Dec. 31, 2013
ORGANIZATION AND BASIS OF PRESENTATION	'
Schedule of reconciliation of fair values of the assets acquired and liabilities assumed related to the acquiree's purchase price	'

	The reconciliation of fair values of the assets acquired and liabilities assumed related to the Direct Fuel purchase price follows ($ in thousands):


	Total purchase price	$	98,277
	Fair value of identifiable assets and liabilities acquired:
	Cash		6,197
	Accounts receivable		9,845
	Other current assets		13,146
	Property, plant and equipment		14,897
	Intangible assets		45,080
	Goodwill		29,264


	Total assets acquired		118,429
	Less accounts payable and accrued liabilities		8,652
	Less dividend payable		11,500


	Total current liabilities		20,152


	Net assets acquired	$	98,277




Unaudited financial information excludes acquisition and integration costs and does not give effect to any estimated and potential cost savings or other operating efficiencies	'






		Year Ended December 31,
		2013		2012
		($ in thousands)
	Revenues	$	996,587	$	956,863
	Net income	$	38,258	$	19,432

SIGNIFICANT_ACCOUNTING_POLICIE2

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2013
SIGNIFICANT ACCOUNTING POLICIES	'
Schedule of estimated useful lives of property, plant and equipment	'






		Useful Lives (in Years)
	Building and land improvements including assets under capital lease	10 – 39
	Mineral reserves	N/A*
	Tanks and equipment	7 – 40
	Railroad and related improvements	20 – 40
	Machinery and equipment	5 – 10
	Plant equipment including assets under capital lease	5 – 7
	Industrial vehicles	3 – 7
	Furniture, office equipment, and software	3 – 7
	Leasehold improvements	3 – 5 or lease term, whichever is less

	*
	Depletion calculated using units-of-production method

Schedule of changes in the asset retirement obligations	'






		Year Ended December 31,
		2013		2012
		($ in thousands)
	Beginning balance	$	690	$	432
	Additions		721		258
	Accretion		3		-

	Ending balance	$	1,414	$	690

INVENTORIES_Tables

INVENTORIES (Tables)	12 Months Ended
INVENTORIES (Tables)	Dec. 31, 2013
INVENTORIES	'
Schedule of inventories	'






		As of December 31,
		2013		2012
		($ in thousands)
	Refined fuels	$	15,049	$	11,323
	Fuel raw materials and supplies		12,304		910
	Sand raw materials		7,981		8,317
	Sand work in process		1,528		1,598
	Sand finished goods		4,458		700


	Total inventory	$	41,320	$	22,848

PROPERTY_PLANT_AND_EQUIPMENT_T

PROPERTY, PLANT AND EQUIPMENT (Tables)	12 Months Ended
PROPERTY, PLANT AND EQUIPMENT (Tables)	Dec. 31, 2013
PROPERTY, PLANT AND EQUIPMENT	'
Schedule of property, plant and equipment	'






		As of December 31,
		2013		2012
		($ in thousands)
	Machinery and equipment (1)	$	115,629	$	100,546
	Buildings and improvements (1)		31,819		29,257
	Land and improvements (1)		20,314		14,393
	Mineral reserves		10,800		10,800
	Construction in progress		3,405		885
	Capitalized reclamation costs		1,398		677


	Total cost		183,365		156,558
	Accumulated depreciation and depletion		37,234		25,144


	Net property, plant and equipment	$	146,131	$	131,414





	-1
	Includes assets under capital lease

INTANGIBLE_ASSETS_OTHER_THAN_G1

INTANGIBLE ASSETS OTHER THAN GOODWILL (Tables)	12 Months Ended
INTANGIBLE ASSETS OTHER THAN GOODWILL (Tables)	Dec. 31, 2013
INTANGIBLE ASSETS OTHER THAN GOODWILL	'
Schedule of intangible assets other than goodwill	'






		Cost		Accumulated		Net
		Cost		Amortization		Net
		($ in thousands)
	December 31, 2013:
	Trade names	$	46	$	17	$	29
	Customer relationships		43,922		8,187		35,735
	Supply and transportation agreements		3,330		887		2,443
	Non-compete agreement		1,450		242		1,208


	Total	$	48,748	$	9,333	$	39,415




	December 31, 2012:
	Trade names	$	46	$	14	$	32
	Customer relationships		3,621		2,227		1,394


	Total	$	3,667	$	2,241	$	1,426




Schedule of estimated future amortization expense related to intangible assets through 2018	'

	The following table presents the estimated future amortization expense related to intangible assets through 2018:


	Year Ending December 31,	($ in thousands)
	2014	$	8,353
	2015		6,938
	2016		5,784
	2017		4,362
	2018		3,145

ACCRUED_LIABILITIES_Tables

ACCRUED LIABILITIES (Tables)	12 Months Ended
ACCRUED LIABILITIES (Tables)	Dec. 31, 2013
ACCRUED LIABILITIES	'
Schedule of accrued liabilities	'






		As of December 31,
		2013		2012
		($ in thousands)
	Salaries and other employee-related	$	2,701	$	836
	Deferred compensation		6,740		-
	Deferred revenue		3,131		801
	Sales, excise, property and income taxes		2,659		3,391
	Other		2,043		3,051


	Total accrued liabilities	$	17,274	$	8,079

LONGTERM_DEBT_Tables

LONG-TERM DEBT (Tables)	12 Months Ended
LONG-TERM DEBT (Tables)	Dec. 31, 2013
LONG-TERM DEBT	'
Schedule of long-term debt	'






		As of December 31, 2013				As of December 31, 2012
		Principal		Carrying		Principal		Carrying
		Principal		Value		Principal		Value
		($ in thousands)
	Revolving credit facility	$	93,809	$	93,809	$	-	$	-
	Senior secured credit facility:
	Term A		-		-		28,500		28,500
	Term B		-		-		20,000		20,000
	Revolving line of credit		-		-		8,249		8,249
	Senior secured credit facility:
	Term loan		-		-		18,398		20,751
	Revolving line of credit		-		-		13,000		13,000
	Second lien credit agreement		-		-		42,168		42,168
	Third lien credit agreement		-		-		5,334		5,103
	Other notes		233		233		1,191		1,191


	Total debt		94,042		94,042		136,840		138,962
	Less current portion		233		233		9,321		9,321


	Long-term portion	$	93,809	$	93,809	$	127,519	$	129,641

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Tables)	Dec. 31, 2013
COMMITMENTS AND CONTINGENCIES	'
Schedule of contractual obligations	'

	Contractual Obligations at December 31, 2013


		Purchase		Operating		Royalty		Capital Lease
		Commitments		Lease		Commitments		Obligations
				Commitments
		($ in thousands)
	Year ending December 31,
	2014	$	14,016	$	7,933	$	480	$	4,034
	2015		15,490		4,739		480
	2016		12,925		4,435		480
	2017		9,181		2,127		480
	2018		9,181		716		480
	Thereafter		34,860		4,068		6,690


	Total	$	95,653	$	24,018	$	9,090		4,034




	Less amount representing interest								-565


	Total commitment less interest							$	3,469

RELATED_PARTY_TRANSACTIONS_Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
RELATED PARTY TRANSACTIONS (Tables)	Dec. 31, 2013
RELATED PARTY TRANSACTIONS	'
Schedule of related party transactions included in Consolidated Balance Sheets and Consolidated Statements of Operations	'






		2013		2012		2011
		($ in thousands)
	Balances for the year ended December 31:
	Wages and employee-related costs (1)	$	17,366	$	-	$	-
	Interest expense (2)		1,915		1,379		134
	IPO transaction-related cost reimbursements (3)		1,643		-		-
	General and administrative expense reimbursements (3)		180		186		648
	Consulting services (4)		112		374		250
	Lease expense		24		24		24
	Balances as of December 31:
	Accounts receivable	$	124	$	-
	Accounts payable and accrued liabilities		515		370
	Long-term debt (2)		-		25,036

	-1
	We do not have any employees. Prior to May 14, 2013, our Predecessor and Direct Fuels had employees assigned directly to their respective operations. On May 14, 2013, our general partner hired all employees of the Predecessor and Direct Fuels. After this date, our general partner manages our human resource assets, including fringe benefits and other employee-related charges. We routinely and regularly reimburse our general partner for any employee-related costs paid on our behalf, and report such costs as operating expenses.

	-2
	See Note 8 for a discussion of the second lien credit agreement and the third lien credit agreement.

	-3
	We paid Insight Equity certain IPO transaction-related costs and other general and administrative costs. See discussion of the current services agreement below.

	-4
	Prior to May 14, 2013, our Fuel segment paid an affiliated company for leadership services at an annual amount of $250,000 plus bonus for financial performance, if any. Beginning May 14, 2013, these services are being performed by Insight Equity employees and are charged to us through reimbursement process in (1) above.

EQUITYBASED_COMPENSATION_Table

EQUITY-BASED COMPENSATION (Tables)	12 Months Ended
EQUITY-BASED COMPENSATION (Tables)	Dec. 31, 2013
EQUITY-BASED COMPENSATION	'
Summary of awards granted during the post-IPO period	'






		Total		Phantom		Restricted		Fair Value per Unit
		Units		Units		Units		at Award Date
	Outstanding December 31, 2012		-		-		-	$	-
	Grants:
	Employees (including CEO and Sand officer)		1,137,648		1,137,648		-		17.00
	Board of directors (independent)		10,587		-		10,587		17.00
	Forfeiture: Employees		-50,000		-50,000		-		17.00


	Outstanding at December 31, 2013		1,098,235		1,087,648		10,587	$	17.00

IPO_TRANSACTIONRELATED_COSTS_T

IPO TRANSACTION-RELATED COSTS (Tables)	12 Months Ended
IPO TRANSACTION-RELATED COSTS (Tables)	Dec. 31, 2013
IPO TRANSACTION-RELATED COSTS	'
Summary of IPO transaction related expenses	'

	There were no similar expenses prior to 2013. The following table summarizes these costs (in thousands):


		Year Ended
		December 31, 2013
	Incentive compensation:
	Compensation and payroll-related costs for termination of LTIC plan	$	6,512
	Incentive compensation and payroll-related costs to other management employees		2,853
	Other IPO-related costs		1,601


	Total IPO transaction-related expenses	$	10,966

INCOME_TAXES_Tables

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2013
INCOME TAXES	'
Schedule of composition of provision for income taxes	'






		Year Ended December 31,
		2013		2012		2011
		($ in thousands)
	Federal and state income tax expense for Distributor	$	188	$	-	$	-
	Texas margin tax		198		81		101


	Total provision for income taxes	$	386	$	81	$	101

EARNINGS_PER_COMMON_UNIT_Table

EARNINGS PER COMMON UNIT (Tables)	12 Months Ended
EARNINGS PER COMMON UNIT (Tables)	Dec. 31, 2013
EARNINGS PER COMMON UNIT	'
Schedule of computation of basic and diluted earnings per unit	'






		For the Period May 14, 2013
		through December 31, 2013
		Income		Units		Per Unit
		(Numerator)		(Denominator)		Amount
	Basic earnings per unit:
	Weighted average common units outstanding				23,219,680
	Weighted average phantom units deemed participating securities				795,882


	Total	$	22,046,000		24,015,562	$	0.92




	Diluted earnings per unit:
	Weighted average common units outstanding				23,219,680
	Weighted average phantom units deemed participating securities				795,882
	Weighted average potentially dilutive units outstanding				6,395


	Total	$	22,046,000		24,021,957	$	0.92

SEGMENT_INFORMATION_AND_GEOGRA1

SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Tables)	12 Months Ended
SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Tables)	Dec. 31, 2013
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'
Schedule of financial information concerning the entity's reportable segments	'






			Year Ended December 31, 2013
			Sand Segment			Fuel Segment			Corporate			Total
			($ in thousands)
	Statements of Operations Data:
	Revenues		$	167,768		$	705,487		$	-		$	873,255
	Cost of goods sold (excluding depreciation, depletion and amortization)			91,416			676,495			-			767,911
	Depreciation, depletion and amortization			10,458			10,369			1			20,828
	Selling, general and administrative expenses			10,556			6,057			10,222			26,835
	IPO transaction-related costs			-			-			10,966			10,966


	Operating income (loss)		$	55,338		$	12,566		$	-21,189		$	46,715




	Capital expenditures		$	20,406		$	931		$	32		$	21,369




	Total assets (at period end)		$	138,847		$	172,833		$	11,336		$	323,016









			Year Ended December 31, 2012
			Sand Segment			Fuel Segment			Corporate			Total
			($ in thousands)
	Statements of Operations Data: q
	Revenues		$	66,697		$	557,399		$	-		$	624,096
	Cost of goods sold (excluding depreciation, depletion and amortization)			27,405			548,003			-			575,408
	Depreciation, depletion and amortization			6,377			2,742			-			9,119
	Selling, general and administrative expenses			5,531			4,643			82			10,256


	Operating income (loss)		$	27,384		$	2,011		$	-82		$	29,313




	Capital expenditures		$	39,062		$	1,403		$	-		$	40,465




	Total assets (at period end)		$	121,498		$	74,289		$	2		$	195,789








		Year Ended December 31, 2011
		Sand Segment			Fuel Segment			Corporate			Total
		($ in thousands)
Statements of Operations Data:
Revenues		$	28,179		$	349,309		$	-		$	377,488
Cost of goods sold (excluding depreciation, depletion and amortization)			19,882			339,940			-			359,822
Depreciation, depletion and amortization			4,022			2,858			-			6,880
Selling, general and administrative expenses			5,359			3,862			-			9,221
Impairment of assets			762			-			-			762


Operating income (loss)		$	-1,846		$	2,649		$	-		$	803




Capital expenditures		$	14,243		$	935		$	-		$	15,178

DERIVATIVE_INSTRUMENTS_AND_HED1

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	12 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	Dec. 31, 2013
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
Schedule of interest rate swap agreements entered during the period	'






	Agreement Date	Effective Date		Maturity		Notional			Fixed Rate	Variable Rate
	Agreement Date	Effective Date		Date		Amount			Fixed Rate	Variable Rate
	Nov. 1, 2013	Oct. 14, 2014		Oct. 16, 2017		$	25,000,000		1.33%	1 Month LIBOR
	Nov. 7, 2013	Oct. 14, 2014		Oct. 16, 2017		$	25,000,000		1.26%	1 Month LIBOR
	Nov. 21, 2013	Oct. 14, 2014		Oct. 16, 2017		$	20,000,000		1.22%	1 Month LIBOR
Schedule of fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	'






		As of December 31,
		2013			2012			Classification
		($ in thousands)
	Derivative assets
	Interest rate swaps	$	247		$	-		Prepaid expenses and other current assets
	Commodity derivative contracts	$	-		$	38		Prepaid expenses and other current assets
	Derivative liabilities
	Commodity derivative contracts	$	66		$	56		Accrued liabilities
Schedule of effect of derivative instruments on Consolidated Statements of Operations	'






		Year Ended December 31,
		2013			2012			2011		Classification
		($ in thousands)
	Interest rate swaps	$	247		$	-		$	243	Other
	Commodity derivative contracts		540			-1,383			-611	Cost of goods sold


		$	787		$	-1,383		$	-368

SUPPLEMENTAL_CASH_FLOW_DISCLOS1

SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables)	12 Months Ended
SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables)	Dec. 31, 2013
SUPPLEMENTAL CASH FLOW DISCLOSURES	'
Schedule of supplemental disclosures of Consolidated Statements of Cash Flows	'






		Year Ended December 31,
		2013		2012		2011
		($ in thousands)
	Supplemental disclosure of cash flow information:
	Cash paid during the period for:
	Interest	$	6,058	$	10,889	$	992
	Cash paid for income taxes, net of refunds		159		68		-94
	Supplemental disclosure of non-cash investing and financing activities:
	Issuance of common units to acquire Direct Fuels		53,721		-		-
	Customer advances offset against accounts receivable		4,043		10,091		1,866
	Deferred compensation expense		6,368		-		-
	Distribution equivalent rights accrued		372		-		-
	Capitalized reclamation costs		721		258		383
	Purchases of PP&E included in accounts payable		1,641		9,455		-
	Costs and long-term debt paid directly by lenders		-		44,541		859
	Public offering costs accrued and not paid		-		2,787		-
	Recognition of a direct financing lease receivable		-		2,700		-
	Vendor invoice paid directly by member contribution		-		-		233
	Recognition of a capital lease liability		-		-		8,371
	Sale-leaseback of plant and equipment		-		-		1,124
	Equity granted to term and revolver loan senior lenders		-		-		1,515
	Forgiveness of subordinated notes and accrued interest		-		-		6,689
	Forgiveness of seller notes and accrued interest		-		-		6,705
	Note receivable from sale of property, plant and equipment		-		-		259

ORGANIZATION_AND_BASIS_OF_PRES2

ORGANIZATION AND BASIS OF PRESENTATION (Details) (USD $)	0 Months Ended	8 Months Ended	0 Months Ended
	20-May-13	Dec. 31, 2013	20-May-13	20-May-13	8-May-13
	20-May-13	Dec. 31, 2013	Direct Fuels	Partnership	Partnership
Initial Public Offering of Emerge Energy Services LP	'	'	'	'	'
Common units issued in IPO before underwriters' exercise of over-allotment option	'	'	'	'	7,500,000
Share price (in dollars per share)	'	'	'	'	$17
Share price net of underwriters discount and structuring fee (in dollars per share)	'	'	'	'	$15.85
Underwriters' exercise of over-allotment option (in shares)	'	'	'	209,906	'
Proceeds from IPO	'	'	'	$122,200,000	'
Proceeds from over commitment allocation to underwriters	'	'	'	3,300,000	'
Repayment of existing subsidiary debt	'	'	'	87,600,000	'
Offering expenses paid	10,600,000	'	'	'	'
Payment of cash-based compensation awards to subsidiary senior management	8,900,000	'	'	'	'
Amount paid for working capital	'	'	'	11,500,000	'
Distribution to pre-IPO equity holders	'	'	'	3,300,000	'
Distributions to predecessor owners	'	19,628,000	700,000	2,600,000	'
Payment of prepaid items	'	'	'	$300,000	'

ORGANIZATION_AND_BASIS_OF_PRES3

ORGANIZATION AND BASIS OF PRESENTATION (Details 2) (USD $)

4 Months Ended

8 Months Ended

12 Months Ended

0 Months Ended

8 Months Ended

0 Months Ended

13-May-13

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

15-May-13

31-May-13

15-May-13

Dec. 31, 2013

15-May-13

Customer relationships

Long-term supply and transportation assets

Non-compete agreement

Direct Fuels

Minimum

Maximum

Partnership

Basis of Presentation and Consolidation

Ownership percentage

100.00%

Total Purchase Price

$98,277,000

Fair Value of Identifiable Assets and Liabilities Acquired

Cash

6,197,000

Accounts receivable

9,845,000

Other current assets

13,146,000

Property, plant and equipment

14,897,000

Intangible assets

45,080,000

Goodwill

29,264,000

Total assets acquired

118,429,000

Less accounts payable and accrued liabilities

8,652,000

Less dividend payable

11,500,000

Total current liabilities

20,152,000

Net assets acquired

98,277,000

Cash paid

22,900,000

Common units issued

3,180,612

Amount transferred in EMES common units

53,700,000

Long term debt assumed

21,700,000

Estimated useful life of intangible assets

'15 years

'3 months

'54 months

'4 years

Transaction costs

1,500,000

Additional information

Total revenues

873,255,000

[1]

624,096,000

[1]

377,488,000

[1]

218,200,000

Net income (loss)

13,124,000

22,046,000

35,170,000

17,195,000

-685,000

-1,500,000

Unaudited pro forma financial information and adjustments for income from operations, including depreciation and amortization, as well as the effects of financing the acquisition

Revenues

996,587,000

956,863,000

Net income (loss)

$38,258,000

$19,432,000

[1]

Fuel revenues and cost of goods sold include excise taxes and similar taxes

ORGANIZATION_AND_BASIS_OF_PRES4

ORGANIZATION AND BASIS OF PRESENTATION (Details 3) (USD $)	Sep. 29, 2011
In Millions, unless otherwise specified	Sep. 29, 2011
Deconsolidation of Subsidiary	'
Reduction in net deficit	$0.40
WCRO	'
Deconsolidation of Subsidiary	'
Net deficit	($0.40)
AEC \| WCRO	'
Deconsolidation of Subsidiary	'
Ownership interest (as a percent)	100.00%
Ownership interest deconsolidated (as a percent)	100.00%

SIGNIFICANT_ACCOUNTING_POLICIE3

SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Nov. 21, 2013

Sep. 30, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2012

Dec. 31, 2013

15-May-13

item

Senior secured revolving credit facility

Trade names

Customer relationships

Supply and transportation arrangements

Non-compete agreement

Trade accounts receivable balance

Revenues

Customer one

Customer two

Minimum

Maximum

Fuel segment

Credit concentration risk

Customer concentration risk

Trade accounts receivable balance

Revenues

Trade accounts receivable balance

Building and land improvements including assets under capital lease

Tanks and equipment

Railroad and related improvements

Machinery and equipment

Plant equipment including assets under capital lease

Industrial vehicles

Furniture, office equipment, and software

Leasehold improvements

Building and land improvements including assets under capital lease

Tanks and equipment

Railroad and related improvements

Machinery and equipment

Plant equipment including assets under capital lease

Industrial vehicles

Furniture, office equipment, and software

Leasehold improvements

item

Senior secured revolving credit facility

item

Credit concentration risk

Customer concentration risk

Credit concentration risk

Accounts Receivable and Allowance for Doubtful Accounts

Allowance for doubtful accounts

$300,000

$100,000

Accounting for Renewable Identification Numbers

RINS obligations included in accrued liabilities

41,000

RINS included in prepaid expenses and other current assets

300,000

600,000

Direct Financing Lease Receivable

Term of the agreement

'10 years

Initial cost of the plant

2,700,000

Interest (as a percent)

6.00%

Anticipated period from inception of agreement for receiving the full value of receivable

'2 years

Property, Plant and Equipment, net

Interest on construction of assets capitalized

1,000,000

200,000

Depreciation expense

13,700,000

8,800,000

6,400,000

Depletion expense

29,070

46,221

46,574

Useful lives

'10 years

'7 years

'20 years

'5 years

'3 years

'39 years

'40 years

'10 years

'7 years

'5 years

Impairment or Disposal of Long-Lived Assets

Impairment of long-lived assets

762,000

Intangible Assets Other Than Goodwill

Amortization period

'15 years

'54 months

'4 years

Amortization expense

7,100,000

300,000

400,000

Goodwill

29,264,000

Deferred financing costs

Net deferred financing costs

3,500,000

3,400,000

Deferred Public Offering Costs

Deferred public offering costs

3,700,000

Changes in the asset retirement obligation

Beginning balance

690,000

432,000

Additions

721,000

258,000

Accretion

3,000

Ending balance

1,414,000

690,000

432,000

Motor Fuel Taxes

Cost of fuel

47,000,000

37,800,000

19,600,000

Environmental Costs

Accrued expenses related to environmental costs

Fair Value of Financial Instruments

Maximum borrowing capacity

200,000,000

15,000,000

Concentration of Credit Risk

Insurance coverage per depositor at each financial institution

$250,000

Number of top customers

Concentration risk percentage

14.00%

15.00%

10.00%

14.00%

Segments

Number of reportable segments

Number of terminals

Number of transmix processing facilities

Number of operating business segments

INVENTORIES_Details

INVENTORIES (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventories	'	'
Total inventory	$41,320	$22,848
Fuel Segment	'	'
Inventories	'	'
Refined fuels	15,049	11,323
Raw materials and supplies	12,304	910
Sand Segment	'	'
Inventories	'	'
Raw materials	7,981	8,317
Work in process	1,528	1,598
Finished goods	$4,458	$700

PROPERTY_PLANT_AND_EQUIPMENT_D

PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, plant and equipment	'	'	'
Total cost	$183,365	$156,558	'
Accumulated depreciation and depletion	37,234	25,144	'
Net property, plant and equipment	146,131	131,414	'
Net book value of certain plant and equipment sold to a third party	'	'	1,124
Machinery and equipment	'	'	'
Property, plant and equipment	'	'	'
Total cost	115,629	100,546	'
Buildings and improvements	'	'	'
Property, plant and equipment	'	'	'
Total cost	31,819	29,257	'
Land and improvements	'	'	'
Property, plant and equipment	'	'	'
Total cost	20,314	14,393	'
Mineral reserves	'	'	'
Property, plant and equipment	'	'	'
Total cost	10,800	10,800	'
Construction in progress	'	'	'
Property, plant and equipment	'	'	'
Total cost	3,405	885	'
Capitalized reclamation costs	'	'	'
Property, plant and equipment	'	'	'
Total cost	$1,398	$677	'

INTANGIBLE_ASSETS_OTHER_THAN_G2

INTANGIBLE ASSETS OTHER THAN GOODWILL (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Intangible assets other than goodwill	'	'
Cost	$48,748	$3,667
Accumulated Amortization	9,333	2,241
Net	39,415	1,426
Estimated future amortization expense related to intangible assets through 2018	'	'
2014	8,353	'
2015	6,938	'
2016	5,784	'
2017	4,362	'
2018	3,145	'
Trade names	'	'
Intangible assets other than goodwill	'	'
Cost	46	46
Accumulated Amortization	17	14
Net	29	32
Customer relationships	'	'
Intangible assets other than goodwill	'	'
Cost	43,922	3,621
Accumulated Amortization	8,187	2,227
Net	35,735	1,394
Supply and transportation arrangements	'	'
Intangible assets other than goodwill	'	'
Cost	3,330	'
Accumulated Amortization	887	'
Net	2,443	'
Non-compete agreement	'	'
Intangible assets other than goodwill	'	'
Cost	1,450	'
Accumulated Amortization	242	'
Net	$1,208	'

ACCRUED_LIABILITIES_Details

ACCRUED LIABILITIES (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
ACCRUED LIABILITIES	'	'
Salaries and other employee-related	$2,701	$836
Deferred compensation	6,740	'
Deferred revenue	3,131	801
Sales, excise, property and income taxes	2,659	3,391
Other	2,043	3,051
Total accrued liabilities	$17,274	$8,079

ADVANCES_FROM_CUSTOMERS_Detail

ADVANCES FROM CUSTOMERS (Details)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2011
	USD ($)	Minimum	Maximum	Customer 1	Customer 1	Customer 2	Customer 2	Customer 3	Customer 3
	item				USD ($)		USD ($)		USD ($)
Advances from customers	'	'	'	'	'	'	'	'	'
Number of customers	3	'	'	'	'	'	'	'	'
Advance payments received from customers	$16,000,000	'	'	'	$8,000,000	'	$5,000,000	'	$3,000,000
Repayment period for advances from customers	'	'2 years	'3 years	'	'	'	'	'	'
Advance payments, including interest, credit per ton by applying against the full invoiced amount (in dollars per ton)	'	10	11.5	'	'	'	'	'	'
Percentage of the original principal balance of obligations secured by letters of credit	'	'	'	60.00%	'	50.00%	'	100.00%	'

LONGTERM_DEBT_Details

LONG-TERM DEBT (Details) (USD $)

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2011

15-May-13

Apr. 02, 2011

20-May-13

15-May-13

Dec. 31, 2013

15-May-13

Dec. 31, 2013

15-May-13

Dec. 31, 2013

15-May-13

Dec. 31, 2013

Dec. 31, 2012

15-May-13

Dec. 31, 2012

15-May-13

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2013

15-May-13

Dec. 31, 2013

Dec. 31, 2012

15-May-13

Dec. 31, 2012

15-May-13

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

15-May-13

Dec. 31, 2013

15-May-13

AEC

Partnership

Revolving credit facility

Senior secured credit facilities

Term A note

Capital expenditure Term B line of credit

Revolving line of credit

Term loan

Revolving line of credit

Second Lien Credit Agreement

Third Lien Credit Agreement

Other notes

New Credit Facility

Letters of credit

SSH

DF Parent

Sand segment

Fuel segment

AEC

Sand segment

Fuel segment

Partnership

LIBOR

Base commercial lending rate

Partnership

LIBOR

Base commercial lending rate

LIBOR

Partnership

LIBOR

Base commercial lending rate

Partnership

Minimum

Maximum

Minimum

Maximum

Long-term debt

Principal of credit facility

$200,000,000

$10,000,000

$15,000,000

$60,000,000

$30,000,000

$20,000,000

$8,249,000

$13,000,000

$42,168,000

$5,334,000

$200,000,000

$150,000,000

$15,000,000

Principal of term loan

28,500,000

20,000,000

18,389,000

233,000

1,191,000

Principal

94,042,000

136,840,000

93,809,000

Principal, less current portion

233,000

9,321,000

Principal, long-term portion

93,809,000

127,519,000

Outstanding amount

94,042,000

138,962,000

93,809,000

28,500,000

27,000,000

20,000,000

8,249,000

20,751,000

18,700,000

13,000,000

42,168,000

5,300,000

5,103,000

233,000

1,191,000

Carrying Value, less current portion

-233,000

-9,321,000

Carrying Value, long-term portion

93,809,000

129,641,000

Other disclosures

Maximum borrowing capacity

200,000,000

10,000,000

15,000,000

60,000,000

30,000,000

20,000,000

8,249,000

13,000,000

42,168,000

5,334,000

200,000,000

150,000,000

15,000,000

Variable rate basis

'LIBOR

'Base Rate

'LIBOR

'Base Rate

'LIBOR

'Base Rate

Basis points (as a percent)

4.25%

2.75%

3.50%

1.75%

2.50%

Commitment fee (as a percent)

0.38%

Outstanding borrowings

8,000,000

20,000,000

20,300,000

45,300,000

112,700,000

Distribution payment

17,000,000

22,200,000

Repayment of existing subsidiary debt

87,600,000

73,500,000

15,000,000

21,700,000

55,100,000

33,400,000

18,200,000

Direct financing cost

3,600,000

Bank fees related to amendments of new credit facility

100,000

Minimum fixed charge coverage ratio

0.011

Maximum total leverage ratio

0.03

Maximum total leverage ratio in connection with certain permitted acquisitions

0.035

Amount available under the facility

90,300,000

Weighted-average interest rate (as a percent)

2.94%

Loss (gain) on extinguishment of debt

907,000

377,000

-472,000

2,900,000

-2,000,000

Amount of principal and interest forgone under troubled debt restructuring

6,400,000

Cash contribution required by members towards permanent capital

4,000,000

Percentage of equity interest required to be granted under troubled debt restructuring

10.00%

Gain on debt restructuring under troubled debt restructuring

500,000

Carrying value of debt

20,800,000

22,000,000

Amount of interest payments reduced the carrying value

900,000

700,000

Repayment of revolver, the restructured term loan, and accrued interest

15,000,000

Maximum borrowing capacity

94,042,000

138,962,000

93,809,000

28,500,000

27,000,000

20,000,000

8,249,000

20,751,000

18,700,000

13,000,000

42,168,000

5,300,000

5,103,000

233,000

1,191,000

Prepayment of debt as percentage of excess cash flow

50.00%

Prepayment period after delivery of the 2012 audited financial statements

'30 days

Cash interest (as a percent)

18.00%

Stated interest rate (as a percent)

0.00%

Other long-term debt, outstanding principal amounts of borrowings

$200,000

$1,200,000

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	0 Months Ended	12 Months Ended
	Dec. 01, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
	Dec. 01, 2012	item	Dec. 31, 2012	Dec. 31, 2011
Purchase Commitments	'	'	'	'
2014	'	$14,016,000	'	'
2015	'	15,490,000	'	'
2016	'	12,925,000	'	'
2017	'	9,181,000	'	'
2018	'	9,181,000	'	'
Thereafter	'	34,860,000	'	'
Total	'	95,653,000	'	'
Operating Lease Commitments	'	'	'	'
2014	'	7,933,000	'	'
2015	'	4,739,000	'	'
2016	'	4,435,000	'	'
2017	'	2,127,000	'	'
2018	'	716,000	'	'
Thereafter	'	4,068,000	'	'
Total	'	24,018,000	'	'
Royalty Commitments	'	'	'	'
2014	'	480,000	'	'
2015	'	480,000	'	'
2016	'	480,000	'	'
2017	'	480,000	'	'
2018	'	480,000	'	'
Thereafter	'	6,690,000	'	'
Total	'	9,090,000	'	'
Capital Lease Obligations	'	'	'	'
2014	'	4,034,000	'	'
Total	'	4,034,000	'	'
Less amount representing interest	'	-565,000	'	'
Total commitment less interest	'	3,469,000	'	'
Sand Purchase Commitments and Railway Shipping Commitments	'	'	'	'
Number of third-party wet sand suppliers	'	2	'	'
Original term of purchase commitment with first third-party wet sand supplier	'	'5 years	'	'
Original term of purchase commitment with second third-party wet sand supplier	'	'10 years	'	'
Term of railway shipping agreement	'10 years	'	'	'
Operating Leases	'	'	'	'
Operating lease expense	'	$6,000,000	$900,000	$400,000
Capital Lease Liability	'	'	'	'
Term of capital lease	'	'5 years	'	'

COMMITMENTS_AND_CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details 2) (USD $)

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

29-May-13

31-May-13

Dec. 31, 2013

Dec. 31, 2011

Nov. 21, 2013

30-May-13

13-May-13

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

15-May-13

Nov. 09, 2013

Dec. 31, 2012

Oct. 25, 2013

29-May-13

Jan. 02, 2014

Jan. 03, 2014

item

Letter of credit

Mining agreement

IRS

Fuel segment

CEO

Sand Officer

Plant Construction Commitment

Subsequent event

Affiliate of Insight Equity

SSS

Sioux Creek

Auburn

Letter of credit

Sand segment

Plant Construction Commitment

item

Commitments and contingencies

Total contracted price

$8,300,000

Amount paid as deposit

1,600,000

Amounts due under the LTIC

4,300,000

2,100,000

Period after termination of agreements to pay the agreed amount

'10 days

Amount deposited by partnership under LTIC agreements

6,400,000

Number of separate trust accounts under informal funding arrangement

Deferred compensation accrued and expensed

6,400,000

Accrued deferred compensation expense unpaid

6,700,000

Accrued quarterly distributions equivalent rights unpaid

400,000

Amount of penalty

340,000

Term of agreement

'20 years

Number of appraisals, average of which shall determine fair market value of property

Timeframe considered for determination of any shortfall between the selling price and the fair market value established by appraisal

'6 months

Period from the date listed for sale within which the property should be sold

'270 days

Number of methods used for determination of fair market value

Percentage added to the value identified in the Town's 2011 tax rolls considered for determination of fair market value

10.00%

Length of a mine site not considered for determination of fair market value (in miles)

0.25

Raw sand inventory stored on the supplier's property

2,200,000

Maximum borrowing capacity

1,500,000

3,700,000

Outstanding borrowings

6,700,000

258,000,000

Advanced payments received from customers

16,000,000

Number of customers

Liabilities related to uninsured claims and litigation

Environmental matter liability

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	15-May-13
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Insight Management
RELATED PARTY TRANSACTIONS	'	'	'	'
Wages and employee-related costs	$17,366,000	'	'	'
Interest expense	1,915,000	1,379,000	134,000	'
IPO transaction-related cost reimbursements	1,643,000	'	'	'
General and administrative expense reimbursements	180,000	186,000	648,000	'
Consulting services	112,000	374,000	250,000	'
Lease expense	24,000	24,000	24,000	'
Accounts receivable	124,000	'	'	'
Accounts payable and accrued liabilities	515,000	370,000	'	'
Long-term debt	'	25,036,000	'	'
Leadership services paid by affiliated company	$250,000	'	'	'
Related party transactions	'	'	'	'
Minimum percentage of equity securities required to be owned for enforcement of service agreement	'	'	'	51.00%

EQUITYBASED_COMPENSATION_Detai

EQUITY-BASED COMPENSATION (Details) (USD $)

12 Months Ended

8 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

Dec. 31, 2013

15-May-13

Dec. 31, 2013

Phantom Units

LTIP

Sand Officer

Employees (including CEO and Sand officer)

Board of directors (independent)

Phantom Units

Restricted Units

Stock vesting in one year

Stock vesting in two years

Employees (including CEO and Sand officer)

Consultant

Sand Officer

Other employees and independent directors

Other employees

Board of directors (independent)

Equity-based compensation

Number of common units authorized for issuance (in shares)

2,321,968

Number of common units granted during period (in shares)

265,294

1,148,235

1,137,648

265,294

530,588

10,587

Stock vested (as a percent)

50.00%

Vesting period

'1 year

'30 months

'1 year

Period within which distributions are payable following the date on which the award vests

'45 days

Unpaid liability for distribution equivalent rights

$400,000

Number of forfeitures during the post-IPO period (in shares)

50,000

Total Units

Grants (in shares)

265,294

1,148,235

1,137,648

265,294

530,588

10,587

Forfeiture (in shares)

-50,000

Outstanding at the end of the year (in shares)

1,098,235

1,087,648

10,587

Fair Value per Unit at Award Date

Grants (in dollars per share)

$17

Forfeiture (in dollars per share)

$17

Outstanding at the end of the year (in dollars per share)

$17

Non-cash equity-based compensation recorded in selling, general and administrative expenses (in dollars)

5,734,000

Unrecognized compensation expense

$13,000,000

Weighted average period during which compensation expense will be recognized

'1 year 6 months

IPO_TRANSACTIONRELATED_COSTS_D

IPO TRANSACTION-RELATED COSTS (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
IPO TRANSACTION-RELATED COSTS	'	'
Incentive compensation: Compensation and payroll-related costs for termination of LTIC plan	$6,512	'
Incentive compensation: Incentive compensation and payroll-related costs to other management employees	2,853	'
Other IPO-related costs	1,601	'
Total IPO transaction-related costs	$10,966	$0

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Composition of provision for income taxes	'	'	'
Federal and state income tax expense for Distributor	$188	'	'
Texas margin tax	198	81	101
Total provision for income taxes	$386	$81	$101
Effective income tax rate (as a percent)	33.00%	'	'
Effective margin tax rate (as a percent)	0.50%	'	'

EARNINGS_PER_COMMON_UNIT_Detai

EARNINGS PER COMMON UNIT (Details) (USD $)	4 Months Ended	8 Months Ended	12 Months Ended
In Thousands, except Share data, unless otherwise specified	13-May-13	Dec. 31, 2013	Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Earnings per common unit	'	'	'		'	'
Anti-dilutive units outstanding (in shares)	'	'	0		'	'
Basic earnings per unit:	'	'	'		'	'
Income (Numerator) (in dollars)	$13,124	$22,046	$35,170		$17,195	($685)
Units (Denominator)	'	'	'		'	'
Weighted average common units outstanding (in shares)	'	23,219,680	'		'	'
Weighted average phantom units deemed participating securities (in shares)	'	795,882	'		'	'
Total (in shares)	'	24,015,562	24,015,562	[1]	'	'
Per Unit Amount (in dollars per share)	'	$0.92	$0.92	[1]	'	'
Diluted earnings per unit:	'	'	'		'	'
Income (Numerator) (in dollars)	$13,124	$22,046	$35,170		$17,195	($685)
Units (Denominator)	'	'	'		'	'
Weighted average common units outstanding (in shares)	'	23,219,680	'		'	'
Weighted average phantom units deemed participating securities (in shares)	'	795,882	'		'	'
Weighted average potentially dilutive units outstanding (in shares)	'	6,395	'		'	'
Total (in shares)	'	24,021,957	24,021,957	[1]	'	'
Per Unit Amount (in dollars per share)	'	$0.92	$0.92	[1]	'	'
Phantom Units \| CEO	'	'	'		'	'
Earnings per common unit	'	'	'		'	'
Units granted (in shares)	'	'	530,588		'	'
Phantom Units \| Sand Officer	'	'	'		'	'
Earnings per common unit	'	'	'		'	'
Units granted (in shares)	'	'	265,294		'	'

[1]	See Note 14.

SEGMENT_INFORMATION_AND_GEOGRA2

SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
	item		Dec. 31, 2012		Dec. 31, 2011
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'		'		'
Number of reportable segments	2		'		'
Statements of Operations Data:	'		'		'
Revenues	$873,255	[1]	$624,096	[1]	$377,488	[1]
Cost of goods sold (excluding depreciation, depletion and amortization)	767,911	[1]	575,408	[1]	359,822	[1]
Depreciation, depletion and amortization	20,828		9,119		6,880
Selling, general and administrative expenses	26,835		10,256		9,221
IPO transaction-related costs	10,966		'		'
Impairment of assets	0		0		762
Income from operations	46,715		29,313		803
Capital expenditures	21,369		40,465		15,178
Total assets	323,016		195,789		'
Operating segments \| Sand Segment	'		'		'
Statements of Operations Data:	'		'		'
Revenues	167,768		66,697		28,179
Cost of goods sold (excluding depreciation, depletion and amortization)	91,416		27,405		19,882
Depreciation, depletion and amortization	10,458		6,377		4,022
Selling, general and administrative expenses	10,556		5,531		5,359
Impairment of assets	'		'		762
Income from operations	55,338		27,384		-1,846
Capital expenditures	20,406		39,062		14,243
Total assets	138,847		121,498		'
Operating segments \| Fuel Segment	'		'		'
Statements of Operations Data:	'		'		'
Revenues	705,487		557,399		349,309
Cost of goods sold (excluding depreciation, depletion and amortization)	676,495		548,003		339,940
Depreciation, depletion and amortization	10,369		2,742		2,858
Selling, general and administrative expenses	6,057		4,643		3,862
Income from operations	12,566		2,011		2,649
Capital expenditures	931		1,403		935
Total assets	172,833		74,289		'
Corporate	'		'		'
Statements of Operations Data:	'		'		'
Depreciation, depletion and amortization	1		'		'
Selling, general and administrative expenses	10,222		82		'
IPO transaction-related costs	10,966		'		'
Income from operations	-21,189		-82		'
Capital expenditures	32		'		'
Total assets	$11,336		$2		'

[1]	Fuel revenues and cost of goods sold include excise taxes and similar taxes

SEGMENT_INFORMATION_AND_GEOGRA3

SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Details 2) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Geographical data	'		'		'
Sales	$873,255	[1]	$624,096	[1]	$377,488	[1]
Outside the United States	'		'		'
Geographical data	'		'		'
Long-term assets	0		'		'
Canada	'		'		'
Geographical data	'		'		'
Sales	$13,600		'		'

[1]	Fuel revenues and cost of goods sold include excise taxes and similar taxes

DERIVATIVE_INSTRUMENTS_AND_HED2

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) (Non designated, USD $)	Dec. 31, 2013	Nov. 21, 2013	Nov. 07, 2013	Nov. 01, 2013	Dec. 31, 2013	Dec. 31, 2012
	Interest rate swaps	Interest rate swaps	Interest rate swaps	Interest rate swaps	Commodity derivative contracts	Commodity derivative contracts
	item				item	item
Derivative instruments	'	'	'	'	'	'
Number of instruments held	3	'	'	'	40	188
Notional Amount	'	$25,000,000	$25,000,000	$25,000,000	'	'
Fixed Rate (as a percent)	'	1.22%	1.26%	1.33%	'	'

DERIVATIVE_INSTRUMENTS_AND_HED3

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) (Non designated, USD $)	Dec. 31, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Interest rate swaps \| Prepaid expenses and other current assets	'	'
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	'	'
Derivative assets	$247	'
Commodity derivative contracts \| Prepaid expenses and other current assets	'	'
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	'	'
Derivative assets	'	38
Commodity derivative contracts \| Accrued liabilities	'	'
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	'	'
Derivative liabilities	$66	$56

DERIVATIVE_INSTRUMENTS_AND_HED4

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) (Non designated, USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Gain or loss on derivative instruments	'	'	'
Gain or loss on derivatives	$787	($1,383)	($368)
Interest rate swaps \| Other	'	'	'
Gain or loss on derivative instruments	'	'	'
Gain or loss on derivatives	247	'	243
Commodity derivative contracts \| Cost of goods sold	'	'	'
Gain or loss on derivative instruments	'	'	'
Gain or loss on derivatives	$540	($1,383)	($611)

RETIREMENT_PLAN_Details

RETIREMENT PLAN (Details) (USD $)	12 Months Ended
In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Retirement plan	'	'	'
Percentage of employers matching contribution for participants' contributions	100.00%	'	'
Employer contributions	$0.40	$0.20	$0.20
Minimum	'	'	'
Retirement plan	'	'	'
Percentage of employers matching contribution for participants' pay	4.00%	'	'
Maximum	'	'	'
Retirement plan	'	'	'
Percentage of employers matching contribution for participants' pay	5.00%	'	'

SUPPLEMENTAL_CASH_FLOW_DISCLOS2

SUPPLEMENTAL CASH FLOW DISCLOSURES (Details) (USD $)	8 Months Ended	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2012
Cash paid during the period for:	'	'	'	'	'
Interest	'	$6,058	$10,889	$992	'
Cash paid for income taxes, net of refunds	'	159	68	-94	'
Supplemental disclosure of non-cash investing and financing activities:	'	'	'	'	'
Issuance of common units to acquire Direct Fuels	'	53,721	'	'	'
Customer advances offset against accounts receivable	4,043	4,043	10,091	1,866	'
Deferred compensation expense	'	6,368	'	'	'
Distribution equivalent rights accrued	372	372	'	'	'
Capitalized reclamation costs	'	721	258	383	'
Purchases of PP&E included in accounts payable	'	1,641	9,455	'	'
Costs and long-term debt paid directly by lenders	'	'	44,541	859	'
Public offering costs accrued and not paid	'	'	2,787	'	'
Recognition of a direct financing lease receivable	'	'	2,700	'	2,700
Vendor invoice paid directly by member contribution	'	'	'	233	'
Recognition of a capital lease liability	'	'	'	8,371	'
Sale-leaseback of plant and equipment	'	'	'	1,124	'
Equity granted to term and revolver loan senior lenders	'	'	'	1,515	'
Forgiveness of subordinated notes and accrued interest	'	'	'	6,689	'
Forgiveness of seller notes and accrued interest	'	'	'	6,705	'
Note receivable from sale of property, plant and equipment	'	'	'	$259	'

SUBSEQUENT_EVENTS_Details

SUBSEQUENT EVENTS (Details) (Subsequent event, USD $)	0 Months Ended
In Millions, except Per Share data, unless otherwise specified	Feb. 14, 2014	Jan. 23, 2014
SUBSEQUENT EVENTS	'	'
Distribution announced (in dollars per unit)	'	$1
Distribution paid to unitholders	$23.20	'
CEO and Former Consultant \| Sand segment	'	'
SUBSEQUENT EVENTS	'	'
Amount of distribution to be made pursuant to terms of the LTIP	'	$0.80