Emerge Energy Services (EMES) 10-Q9 May 142014 Q1 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2014	5-May-14
Document and Entity Information	'	'
Entity Registrant Name	'Emerge Energy Services LP	'
Entity Central Index Key	'0001555177	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Current Reporting Status	'Yes	'
Entity Filer Category	'Non-accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	23,628,208
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q1	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:	'	'
Cash and cash equivalents	$5,208	$2,167
Restricted cash and equivalents	6,187	6,188
Trade and other receivables, net	68,493	49,645
Inventories	26,714	41,320
Direct financing lease receivable	563	555
Prepaid expenses and other current assets	6,165	4,515
Total current assets	113,330	104,390
Property, plant and equipment, net	148,740	146,131
Intangible assets, net	37,313	39,415
Goodwill	29,264	29,264
Other assets, net	3,674	3,816
Total assets	332,321	323,016
Current liabilities:	'	'
Accounts payable	34,674	36,096
Accrued liabilities	18,131	17,274
Current portion of long-term debt	127	233
Current portion of capital lease liability	3,292	3,469
Total current liabilities	56,224	57,072
Long-term debt, net of current portion	107,707	93,809
Asset retirement obligations	1,414	1,414
Total liabilities	165,345	152,295
Commitments and contingencies	'	'
Partners' equity:	'	'
General partner	'	'
Limited partner common units (23,219,680 units issued and outstanding as of March 31, 2014 and December 31, 2013)	166,976	170,721
Total partners' equity	166,976	170,721
Total liabilities and partners' equity	$332,321	$323,016

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Mar. 31, 2014	Dec. 31, 2013
CONDENSED CONSOLIDATED BALANCE SHEETS	'	'
Common units issued	23,219,680	23,219,680
Common units outstanding	23,219,680	23,219,680

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	'		'
Revenues	$274,081	[1]	$152,055	[1]
Operating expenses:	'		'
Cost of goods sold (excluding depreciation, depletion and amortization)	239,796	[1]	131,488	[1]
Depreciation, depletion and amortization	5,770		3,154
Selling, general and administrative expenses	8,475		3,299
Total operating expenses	254,041		137,941
Operating income	20,040		14,114
Other expense (income):	'		'
Interest expense, net	1,584		4,213
Other	-119		-42
Total other expense (income)	1,465		4,171
Income (loss) before provision for income taxes	18,575		9,943
Provision for income taxes	89		30
Net income	$18,486		$9,913
Earnings per common unit (basic) (in dollars per share)	$0.77		'
Earnings per common unit (diluted) (in dollars per share)	$0.77		'
Weighted average number of common units outstanding including participating securities (basic) (in shares)	24,015,562		'
Weighted average number of common units outstanding (diluted) (in shares)	24,025,226		'

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

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	'	'
Excise taxes and similar taxes included in fuel revenues and cost of goods (in dollars)	$11,905	$10,764

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (USD $)	Total	Limited Partner Common Units
In Thousands, unless otherwise specified	Total	Limited Partner Common Units
Balance at Dec. 31, 2013	$170,721	$170,721
Increase (Decrease) in partners' capital	'	'
Equity-based compensation expense	2,137	2,137
Distributions paid	-24,016	-24,016
Distribution equivalent rights accrued	-352	-352
Net income	18,486	18,486
Balance at Mar. 31, 2014	$166,976	$166,976

CONDENSED_CONSOLIDATED_STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:	'	'
Net income	$18,486	$9,913
Adjustments to reconcile net income to net cash provided by operating activities:	'	'
Depreciation, depletion and amortization	5,770	3,154
Equity-based compensation expense	2,137	'
Interest paid in-kind	'	1,934
Provision for doubtful accounts	32	30
Amortization of debt discount/premium and deferred financing costs	225	230
Changes in operating assets and liabilities, net of business acquired:	'	'
Restricted cash and equivalents	2	'
Accounts receivable	-18,163	-11,639
Inventories	14,607	4,895
Prepaid expenses and other current assets	-1,651	113
Accounts payable and accrued liabilities	-1,801	941
Other assets	-4	'
Net cash provided by operating activities	19,640	9,571
Cash flows from investing activities:	'	'
Purchases of property, plant, equipment, and software	-6,122	-8,005
Collection of notes receivable	3	4
Net cash used in investing activities	-6,119	-8,001
Cash flows from financing activities:	'	'
Proceeds from line of credit borrowings	47,700	15,993
Repayment of line of credit borrowings	-33,803	-15,000
Repayment of other long-term debt	-105	-2,122
Distributions to unitholders	-24,016	'
Payment of financing costs	-79	'
Payments on capital lease obligation	-177	'
Net cash used in financing activities	-10,480	-1,129
Cash and cash equivalents:	'	'
Net increase	3,041	441
Balance at beginning of period	2,167	1,467
Balance at end of period	$5,208	$1,908

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2014
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, Allied Energy Company LLC (“AEC”), an Alabama limited liability company, and Emerge Energy Services Operating LLC (“Emerge Operating”), a Delaware limited liability company, represent the predecessor for accounting purposes (the “Predecessor”) of Emerge.

	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, including Direct Fuels LLC (“Direct Fuels”), which was acquired in a business combination concurrent with our IPO.

	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, 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 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 conducted 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 U.S. 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 fund 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.

	Basis of Presentation and Consolidation

	For periods prior to our IPO, the accompanying unaudited condensed 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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our Consolidated Financial Statements for the year ended December 31, 2013, which are included in our Annual Report on Form 10-K filed with the SEC.

	In the opinion of management, all adjustments (which include only normal recurring adjustments) and disclosures necessary for a fair presentation of these interim statements have been included. All significant intercompany transactions and balances have been eliminated in consolidation. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year.

	The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

	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

	Concurrent with our IPO 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.

	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. 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, 2013. 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, 2013. 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.

		Three Months Ended
		March 31, 2013
		($ in thousands)
	Revenues	$	238,162
	Net income	$	9,973

	Reclassifications

	Certain reclassifications have been made to prior period amounts to conform to the current period presentation, which included a $0.7 million reclassification from revenues to cost of goods sold. These reclassifications do not impact net income and do not reflect a material change in the information previously presented in our Consolidated Statements of Operations.

OTHER_FINANCIAL_DATA

OTHER FINANCIAL DATA	3 Months Ended
	Mar. 31, 2014
OTHER FINANCIAL DATA	'
OTHER FINANCIAL DATA	'
	2. OTHER FINANCIAL DATA

	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.

	Allowance for Doubtful Accounts

	The allowance for doubtful accounts was $0.3 million at March 31, 2014 and December 31, 2013.

	Inventories

	Inventories consisted of the following:

			March 31,			December 31,
			2014			2013
			($ in thousands)
	Refined fuels		$	7,293		$	15,049
	Fuel raw materials and supplies		15,178			12,304
	Sand raw materials		1,766			7,981
	Sand work in process		158			1,528
	Sand finished goods		2,319			4,458
	Total inventory		$	26,714		$	41,320

	Property, Plant and Equipment

	Property, plant and equipment consisted of the following:

			March 31,			December 31,
			2014			2013
			($ in thousands)
	Machinery and equipment (1)		$	116,331		$	115,629
	Buildings and improvements (1)		32,217			31,819
	Land and improvements (1)		21,202			20,314
	Mineral reserves		10,800			10,800
	Construction in progress		7,694			3,405
	Capitalized reclamation costs		1,398			1,398
	Total cost		189,642			183,365
	Accumulated depreciation and depletion		40,902			37,234

	Net property, plant and equipment		$	148,740		$	146,131


	(1) Includes assets under capital lease

	We recognized $3.7 million and $3.1 million of depreciation and depletion expense for the three months ended March 31 2014 and 2013, respectively.

	Intangible Assets Other Than Goodwill

	Our intangible assets other than goodwill consisted of the following:

			Cost			Accumulated			Net
						Amortization
			($ in thousands)
	March 31, 2014:
	Trade names		$	46		$	18		$	28
	Customer relationships		43,922			9,963			33,959
	Supply and transportation agreements		3,330			1,122			2,208
	Non-compete agreement		1,450			332			1,118
	Total		$	48,748		$	11,435		$	37,313

	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

We recognized $2.1 million and $0.1 million of amortization expense for the three months ended March 31, 2014 and 2013, respectively.

Accrued Liabilities

Accrued liabilities consisted of the following:

		March 31,			December 31,
		2014			2013
		($ in thousands)
Salaries and other employee-related		$	2,114		$	2,701
Deferred compensation		7,117			6,740
Deferred revenue		116			3,131
Sales, excise, property and income taxes		3,941			2,659
Other		4,843			2,043

Total accrued liabilities		$	18,131		$	17,274

Fair Value of Financial Instruments

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. The carrying amounts of our revolving credit facility approximates fair value because the underlying instrument includes provisions that adjust our interest rates based on current market rates.

Retirement Plan

We sponsor 401(k) plans for substantially all employees, including legacy plans from our predecessor and Direct Fuels. The plans provide for us to match 100% of the participants’ contributions up 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 $0.2 million and $0.1 million for the three months ended March 31, 2014 and 2013, respectively.

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 effects possibly continuing into the second quarter. Generally, our Fuel segment does not experience dramatic seasonal shifts in quantities delivered to its customers.

Concentration of Credit Risk

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 March 31, 2014 and December 31, 2013. No other customer balance exceeded 10% of the total net accounts receivable balance as of March 31, 2014 and December 31, 2013.

Sales to one customer represented 12% of revenues for the quarter ended March 31, 2014, while a different customer represented 10% of revenues for the quarter ended March 31, 2013.

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.

LONGTERM_DEBT

LONG-TERM DEBT	3 Months Ended
	Mar. 31, 2014
LONG-TERM DEBT	'
LONG-TERM DEBT	'
	3. LONG-TERM DEBT

	Following is a summary of our long-term debt:

		March 31,		December 31,
		2014		2013
		($ in thousands)
	Revolving credit facility	$	107,707	$	93,809
	Other notes	127		233
	Total debt	107,834		94,042
	Less current portion	127		233

	Long-term portion	$	107,707	$	93,809

	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 Superior Silica Holdings LLC (“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 million 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 March 31, 2014, we were in compliance with our loan covenants and had undrawn availability under this credit facility totaling $76.9 million. At March 31, 2014, our outstanding borrowings under the Credit Agreement bore interest at a weighted-average rate of 3.16%.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2014
COMMITMENTS AND CONTINGENCIES	'
COMMITMENTS AND CONTINGENCIES	'
	4. COMMITMENTS AND CONTINGENCIES

	Contractual Obligations

	In addition to the contractual obligations and other commitments disclosed in our 2013 Annual Report on Form 10-K, we have entered into significant railcar lease commitments during the first quarter of 2014. The following table presents the remaining minimum contractual obligations for these new leases as of March 31, 2014.

		($ in thousands)
	Remainder of 2014	$	10,427
	2015	14,703
	2016	13,713
	2017	13,102
	2018	11,865
	Thereafter	12,032

	Total	$	75,842

	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 March 31, 2014 or 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	3 Months Ended
	Mar. 31, 2014
RELATED PARTY TRANSACTIONS	'
RELATED PARTY TRANSACTIONS	'
	5. RELATED PARTY TRANSACTIONS

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

		Three Months Ended March 31,
		2014		2013
		($ in thousands)
	Wages and employee-related costs (1)	$	7,627	$	75
	Interest expense (2)	—		1,223
	General and administrative expense reimbursements (3)	—		19
	Consulting services (4)	—		62
	Lease expense	6		6


		March 31,		December 31,
		2014		2013
		($ in thousands)
	Accounts receivable	$	27	$	124
	Accounts payable and accrued liabilities	1,105		515



	(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) Debt payable to related parties was repaid using proceeds of our IPO in May 2013.

	(3) We paid Insight Equity Management Company LLC (collectively, with its affiliated investment funds and its controlling equity owners, “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 the reimbursement process described 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	3 Months Ended
EQUITY-BASED COMPENSATION	Mar. 31, 2014
EQUITY-BASED COMPENSATION	'
EQUITY-BASED COMPENSATION	'
	6. 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. All of our outstanding grants will be settled through issuance of limited partner common units. Our CEO and our 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 on the following anniversary of our IPO. For other employees, we assumed 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 March 31, 2014, the unpaid liability for distribution equivalent rights totaled $0.7 million.

	The following table summarizes awards granted during the three months ended March 31, 2014. The outstanding balance at December 31, 2013 represents total awards since IPO. No awards were granted prior to May 14, 2013.

		Total	Phantom	Restricted	Fair Value per Unit
		Units	Units	Units	at Award Date

	Outstanding at December 31, 2013	1,098,235	1,087,648	10,587	$	17
	Grants	—	—	—
	Forfeitures	—	—	—
	Outstanding at March 31, 2014	1,098,235	1,087,648	10,587	$	17

	For the three months ended March 31, 2014, we recorded non-cash compensation expense relating to equity-based compensation of $2.1 million in selling, general and administrative expenses. As of March 31, 2014, the unrecognized compensation expense related to the grants discussed above amounted to $10.8 million to be recognized over a weighted average of 1.2 years.

INCOME_TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2014
INCOME TAXES	'
INCOME TAXES	'
	7. INCOME TAXES

	Provision for Income Taxes

	Our provision for income taxes relates to: (i) Texas margin taxes for the Partnership and for Emerge Energy Distributors Inc. (“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:

		Three Months Ended March 31,
		2014		2013
		($ in thousands)

	Federal and state income tax expense for Distributor	$	61	$	—
	Texas margin tax	28		30

	Total provision for income taxes	$	89	$	30

	Effective Income Tax Rate

	Distributor began operations in May 2013. For the three months ended March 31, 2014 Distributor’s effective income tax rate was 35%. 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	3 Months Ended
	Mar. 31, 2014
EARNINGS PER COMMON UNIT	'
EARNINGS PER COMMON UNIT	'
	8. EARNINGS PER COMMON UNIT

	We compute basic earnings 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 earnings 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. Under FASB ASC 260-10-45, Contingently Issuable Shares, 291,677 of our outstanding phantom units are not currently included in basic or diluted earnings per common unit calculations. At March 31, 2014, there were no anti-dilutive units outstanding.

	Basic and diluted earnings per unit are computed as follows:

		Three Months Ended March 31, 2014
		Net 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	$	18,486,000	24,015,562	$	0.77

	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			9,664

	Total	$	18,486,000	24,025,226	$	0.77

SEGMENT_INFORMATION_AND_GEOGRA

SEGMENT INFORMATION AND GEOGRAPHICAL DATA	3 Months Ended
	Mar. 31, 2014
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'
	9. 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 is included in the following tables together with financial information concerning our reportable segments for the three months ended March 31, 2014 and 2013.

		Three Months Ended March 31, 2014
		Sand Segment		Fuel Segment		Corporate			Total
		($ in thousands)
	Statements of Operations Data:
	Revenues	$	64,334	$	209,747	$	—		$	274,081

	Cost of goods sold (excluding depreciation, depletion and amortization)	38,876		200,920		—			239,796
	Depreciation, depletion and amortization	2,758		3,005		7			5,770
	Selling, general and administrative expenses	3,216		1,282		3,977			8,475

	Operating income (loss)	$	19,484	$	4,540	$	(3,984	)	$	20,040

	Capital expenditures	$	5,439	$	573	$	110		$	6,122

	Total assets (at period end)	$	140,871	$	177,569	$	13,881		$	332,321

		Three Months Ended March 31, 2013
		Sand Segment		Fuel Segment		Corporate			Total
		($ in thousands)
	Statements of Operations Data:
	Revenues	$	32,058	$	119,997	$	—		$	152,055

	Cost of goods sold (excluding depreciation, depletion and amortization)	17,176		114,312		—			131,488
	Depreciation, depletion and amortization	2,440		714		—			3,154
	Selling, general and administrative expenses	2,223		1,076		—			3,299

	Operating income	$	10,219	$	3,895	$	—		$	14,114

	Capital expenditures	$	7,909	$	96	$	—		$	8,005

	Total assets (at period end)	$	123,483	$	76,779	$	2		$	200,264

	Geographical Data

	Although we own no long-term assets outside the United States, our Sand segment began selling product in Canada during 2013. We recognized $8.7 million and $4.3 million of sales in Canada for the three months ended March 31, 2014 and 2013, respectively. All other sales have occurred in the United States.

DERIVATIVE_INSTRUMENTS_AND_HED

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	3 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	Mar. 31, 2014
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
	10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

	We follow FASB ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value, and specifies disclosures about fair value measurements. This guidance establishes a hierarchy for disclosure of the inputs to valuations used to measure fair value. The 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 Date		Notional Amount			Fixed Rate		Variable Rate
	Nov. 1, 2013	Oct. 14, 2014		Oct. 16, 2017		$	25,000,000		1.332	%	1 Month LIBOR
	Nov. 7, 2013	Oct. 14, 2014		Oct. 16, 2017		$	25,000,000		1.255	%	1 Month LIBOR
	Nov. 21, 2013	Oct. 14, 2014		Oct. 16, 2017		$	20,000,000		1.21875	%	1 Month LIBOR

	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 March 31, 2014 and December 31, 2013, we had 55 and 40 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 condensed 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 Condensed Consolidated Balance Sheets are summarized as follows:

		March 31,			December 31,
		2014			2013			Classification
		($ in thousands)
	Derivative assets
	Interest rate swaps	$	111		$	247		Prepaid expenses and other current assets

	Derivative liabilities
	Commodity derivative contracts	$	42		$	66		Accrued liabilities

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

		Three Months Ended March 31,
		2014			2013			Classification
		($ in thousands)
	Interest rate swaps	$	(135	)	$	—		Interest expense, net
	Commodity derivative contracts	(81		)		(96	)	Cost of goods sold

		$	(216	)	$	(96	)

SUPPLEMENTAL_CASH_FLOW_DISCLOS

SUPPLEMENTAL CASH FLOW DISCLOSURES	3 Months Ended
	Mar. 31, 2014
SUPPLEMENTAL CASH FLOW DISCLOSURES	'
SUPPLEMENTAL CASH FLOW DISCLOSURES	'
	11. SUPPLEMENTAL CASH FLOW DISCLOSURES

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

		Three Months Ended March 31,
		2014		2013
		($ in thousands)
	Cash paid for interest	$	963	$	1,460
	Cash paid for income taxes, net of refunds	—		—
	Customer advances offset against accounts receivable	—		2,554
	Distribution equivalent rights accrued	352		—
	Purchased of PP&E accrued in a prior period and paid in the current period	1,641		6,378
	Purchases of PP&E included in accounts payable	1,485		1,029

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2014
SUBSEQUENT EVENTS	'
SUBSEQUENT EVENTS	'
	12. SUBSEQUENT EVENTS

	On April 23, 2014, the Board of Directors approved a quarterly distribution of $1.13 per common unit. We will pay $26.2 million on May 14, 2014 to holders of record as of May 6, 2014. We will also distribute $0.9 million to the CEO and the Sand Officer pursuant to terms of the LTIP.

ORGANIZATION_AND_BASIS_OF_PRES1

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2014
ORGANIZATION AND BASIS OF PRESENTATION	'
Basis of Presentation and Consolidation	'
	Basis of Presentation and Consolidation

	For periods prior to our IPO, the accompanying unaudited condensed 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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our Consolidated Financial Statements for the year ended December 31, 2013, which are included in our Annual Report on Form 10-K filed with the SEC.

	In the opinion of management, all adjustments (which include only normal recurring adjustments) and disclosures necessary for a fair presentation of these interim statements have been included. All significant intercompany transactions and balances have been eliminated in consolidation. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year.

	The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Emerging Growth Company	'
	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	'
	Acquisition

	Concurrent with our IPO 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.

	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. 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, 2013. 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, 2013. 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.

		Three Months Ended
		March 31, 2013
		($ in thousands)
	Revenues	$	238,162
	Net income	$	9,973

Reclassifications	'
	Reclassifications

	Certain reclassifications have been made to prior period amounts to conform to the current period presentation, which included a $0.7 million reclassification from revenues to cost of goods sold. These reclassifications do not impact net income and do not reflect a material change in the information previously presented in our Consolidated Statements of Operations.

ORGANIZATION_AND_BASIS_OF_PRES2

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	3 Months Ended
	Mar. 31, 2014
ORGANIZATION AND BASIS OF PRESENTATION	'
Unaudited financial information excludes acquisition and integration costs and does not give effect to any estimated and potential cost savings or other operating efficiencies	'

		Three Months Ended
		March 31, 2013
		($ in thousands)
	Revenues	$	238,162
	Net income	$	9,973

OTHER_FINANCIAL_DATA_Tables

OTHER FINANCIAL DATA (Tables)	3 Months Ended
OTHER FINANCIAL DATA (Tables)	Mar. 31, 2014
OTHER FINANCIAL DATA	'
Schedule of inventories	'

		March 31,		December 31,
		2014		2013
		($ in thousands)
	Refined fuels	$	7,293	$	15,049
	Fuel raw materials and supplies	15,178		12,304
	Sand raw materials	1,766		7,981
	Sand work in process	158		1,528
	Sand finished goods	2,319		4,458
	Total inventory	$	26,714	$	41,320
Schedule of property, plant and equipment	'

		March 31,		December 31,
		2014		2013
		($ in thousands)
	Machinery and equipment (1)	$	116,331	$	115,629
	Buildings and improvements (1)	32,217		31,819
	Land and improvements (1)	21,202		20,314
	Mineral reserves	10,800		10,800
	Construction in progress	7,694		3,405
	Capitalized reclamation costs	1,398		1,398
	Total cost	189,642		183,365
	Accumulated depreciation and depletion	40,902		37,234

	Net property, plant and equipment	$	148,740	$	146,131


	(1) Includes assets under capital lease
Schedule of intangible assets other than goodwill	'

		Cost		Accumulated		Net
		Cost		Amortization		Net
		($ in thousands)
	March 31, 2014:
	Trade names	$	46	$	18	$	28
	Customer relationships	43,922		9,963		33,959
	Supply and transportation agreements	3,330		1,122		2,208
	Non-compete agreement	1,450		332		1,118
	Total	$	48,748	$	11,435	$	37,313

	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
Schedule of accrued liabilities	'

		March 31,		December 31,
		2014		2013
		($ in thousands)
	Salaries and other employee-related	$	2,114	$	2,701
	Deferred compensation	7,117		6,740
	Deferred revenue	116		3,131
	Sales, excise, property and income taxes	3,941		2,659
	Other	4,843		2,043

	Total accrued liabilities	$	18,131	$	17,274

LONGTERM_DEBT_Tables

LONG-TERM DEBT (Tables)	3 Months Ended
	Mar. 31, 2014
LONG-TERM DEBT	'
Schedule of long-term debt	'

		March 31,		December 31,
		2014		2013
		($ in thousands)
	Revolving credit facility	$	107,707	$	93,809
	Other notes	127		233
	Total debt	107,834		94,042
	Less current portion	127		233

	Long-term portion	$	107,707	$	93,809

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2014
COMMITMENTS AND CONTINGENCIES	'
Schedule of remaining minimum contractual obligations for new leases	'

		($ in thousands)
	Remainder of 2014	$	10,427
	2015	14,703
	2016	13,713
	2017	13,102
	2018	11,865
	Thereafter	12,032

	Total	$	75,842

RELATED_PARTY_TRANSACTIONS_Tab

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2014
RELATED PARTY TRANSACTIONS	'
Schedule of related party transactions included in Consolidated Balance Sheets and Consolidated Statements of Operations	'


		Three Months Ended March 31,
		2014		2013
		($ in thousands)
	Wages and employee-related costs (1)	$	7,627	$	75
	Interest expense (2)	—		1,223
	General and administrative expense reimbursements (3)	—		19
	Consulting services (4)	—		62
	Lease expense	6		6


		March 31,		December 31,
		2014		2013
		($ in thousands)
	Accounts receivable	$	27	$	124
	Accounts payable and accrued liabilities	1,105		515



	(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) Debt payable to related parties was repaid using proceeds of our IPO in May 2013.

	(3) We paid Insight Equity Management Company LLC (collectively, with its affiliated investment funds and its controlling equity owners, “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 the reimbursement process described in (1) above.

EQUITYBASED_COMPENSATION_Table

EQUITY-BASED COMPENSATION (Tables)	3 Months Ended
EQUITY-BASED COMPENSATION (Tables)	Mar. 31, 2014
EQUITY-BASED COMPENSATION	'
Summary of awards granted during the period	'

		Total	Phantom	Restricted	Fair Value per Unit
		Units	Units	Units	at Award Date

	Outstanding at December 31, 2013	1,098,235	1,087,648	10,587	$	17
	Grants	—	—	—
	Forfeitures	—	—	—
	Outstanding at March 31, 2014	1,098,235	1,087,648	10,587	$	17

INCOME_TAXES_Tables

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2014
INCOME TAXES	'
Schedule of composition of provision for income taxes	'

		Three Months Ended March 31,
		2014		2013
		($ in thousands)

	Federal and state income tax expense for Distributor	$	61	$	—
	Texas margin tax	28		30

	Total provision for income taxes	$	89	$	30

EARNINGS_PER_COMMON_UNIT_Table

EARNINGS PER COMMON UNIT (Tables)	3 Months Ended
EARNINGS PER COMMON UNIT (Tables)	Mar. 31, 2014
EARNINGS PER COMMON UNIT	'
Schedule of computation of basic and diluted earnings per unit	'

		Three Months Ended March 31, 2014
		Net 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	$	18,486,000	24,015,562	$	0.77

	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			9,664

	Total	$	18,486,000	24,025,226	$	0.77

SEGMENT_INFORMATION_AND_GEOGRA1

SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Tables)	3 Months Ended
SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Tables)	Mar. 31, 2014
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'
Schedule of financial information concerning the entity's reportable segments	'

		Three Months Ended March 31, 2014
		Sand Segment		Fuel Segment		Corporate			Total
		($ in thousands)
	Statements of Operations Data:
	Revenues	$	64,334	$	209,747	$	—		$	274,081

	Cost of goods sold (excluding depreciation, depletion and amortization)	38,876		200,920		—			239,796
	Depreciation, depletion and amortization	2,758		3,005		7			5,770
	Selling, general and administrative expenses	3,216		1,282		3,977			8,475

	Operating income (loss)	$	19,484	$	4,540	$	(3,984	)	$	20,040

	Capital expenditures	$	5,439	$	573	$	110		$	6,122

	Total assets (at period end)	$	140,871	$	177,569	$	13,881		$	332,321

		Three Months Ended March 31, 2013
		Sand Segment		Fuel Segment		Corporate			Total
		($ in thousands)
	Statements of Operations Data:
	Revenues	$	32,058	$	119,997	$	—		$	152,055

	Cost of goods sold (excluding depreciation, depletion and amortization)	17,176		114,312		—			131,488
	Depreciation, depletion and amortization	2,440		714		—			3,154
	Selling, general and administrative expenses	2,223		1,076		—			3,299

	Operating income	$	10,219	$	3,895	$	—		$	14,114

	Capital expenditures	$	7,909	$	96	$	—		$	8,005

	Total assets (at period end)	$	123,483	$	76,779	$	2		$	200,264

DERIVATIVE_INSTRUMENTS_AND_HED1

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	3 Months Ended
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)	Mar. 31, 2014
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES	'
Schedule of interest rate swap agreements entered during the period	'

	Agreement Date	Effective Date		Maturity Date		Notional Amount			Fixed Rate		Variable Rate
	Nov. 1, 2013	Oct. 14, 2014		Oct. 16, 2017		$	25,000,000		1.332	%	1 Month LIBOR
	Nov. 7, 2013	Oct. 14, 2014		Oct. 16, 2017		$	25,000,000		1.255	%	1 Month LIBOR
	Nov. 21, 2013	Oct. 14, 2014		Oct. 16, 2017		$	20,000,000		1.21875	%	1 Month LIBOR
Schedule of fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	'

		March 31,			December 31,
		2014			2013			Classification
		($ in thousands)
	Derivative assets
	Interest rate swaps	$	111		$	247		Prepaid expenses and other current assets

	Derivative liabilities
	Commodity derivative contracts	$	42		$	66		Accrued liabilities
Schedule of effect of derivative instruments on Condensed Consolidated Statements of Operations	'

		Three Months Ended March 31,
		2014			2013			Classification
		($ in thousands)
	Interest rate swaps	$	(135	)	$	—		Interest expense, net
	Commodity derivative contracts	(81		)		(96	)	Cost of goods sold

		$	(216	)	$	(96	)

SUPPLEMENTAL_CASH_FLOW_DISCLOS1

SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables)	3 Months Ended
	Mar. 31, 2014
SUPPLEMENTAL CASH FLOW DISCLOSURES	'
Schedule of supplemental disclosures of Consolidated Statements of Cash Flows	'


		Three Months Ended March 31,
		2014		2013
		($ in thousands)
	Cash paid for interest	$	963	$	1,460
	Cash paid for income taxes, net of refunds	—		—
	Customer advances offset against accounts receivable	—		2,554
	Distribution equivalent rights accrued	352		—
	Purchased of PP&E accrued in a prior period and paid in the current period	1,641		6,378
	Purchases of PP&E included in accounts payable	1,485		1,029

ORGANIZATION_AND_BASIS_OF_PRES3

ORGANIZATION AND BASIS OF PRESENTATION (Details) (USD $)	0 Months Ended
In Millions, except Share data, unless otherwise specified	20-May-13	8-May-13
Initial Public Offering of Emerge Energy Services LP	'	'
Offering expenses paid	$10.60	'
Payment of cash-based compensation awards to subsidiary senior management	8.9	'
Direct Fuels	'	'
Initial Public Offering of Emerge Energy Services LP	'	'
Distributions to predecessor owners	0.7	'
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	122.2	'
Proceeds from over commitment allocation to underwriters	3.3	'
Repayment of existing subsidiary debt	87.6	'
Amount paid for working capital	11.5	'
Distribution to pre-IPO equity holders	3.3	'
Distributions to predecessor owners	2.6	'
Payment of prepaid items	$0.30	'

ORGANIZATION_AND_BASIS_OF_PRES4

ORGANIZATION AND BASIS OF PRESENTATION (Details 2) (USD $)	3 Months Ended	0 Months Ended
	Mar. 31, 2013	14-May-13
	Mar. 31, 2013	Direct Fuels
Acquisition	'	'
Total Purchase Price	'	$98,300,000
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	238,162,000	'
Net income	$9,973,000	'

ORGANIZATION_AND_BASIS_OF_PRES5

ORGANIZATION AND BASIS OF PRESENTATION (Details 3) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013
Cost of goods sold	$239,796	[1]	$131,488	[1]
Reclassification	'		'
Cost of goods sold	$700		'

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

OTHER_FINANCIAL_DATA_Details

OTHER FINANCIAL DATA (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Allowance for Doubtful Accounts	'	'
Allowance for doubtful accounts	$300,000	$300,000
Inventories	'	'
Total inventory	26,714,000	41,320,000
Fuel Segment	'	'
Inventories	'	'
Refined fuels	7,293,000	15,049,000
Raw materials and supplies	15,178,000	12,304,000
Sand Segment	'	'
Inventories	'	'
Raw materials	1,766,000	7,981,000
Work in process	158,000	1,528,000
Finished goods	$2,319,000	$4,458,000

OTHER_FINANCIAL_DATA_Details_2

OTHER FINANCIAL DATA (Details 2) (USD $)	3 Months Ended
OTHER FINANCIAL DATA (Details 2) (USD $)	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Property, plant and equipment	'	'	'
Total cost	$189,642,000	'	$183,365,000
Accumulated depreciation and depletion	40,902,000	'	37,234,000
Net property, plant and equipment	148,740,000	'	146,131,000
Depreciation and depletion expense	3,700,000	3,100,000	'
Machinery and equipment	'	'	'
Property, plant and equipment	'	'	'
Total cost	116,331,000	'	115,629,000
Buildings and improvements	'	'	'
Property, plant and equipment	'	'	'
Total cost	32,217,000	'	31,819,000
Land and improvements	'	'	'
Property, plant and equipment	'	'	'
Total cost	21,202,000	'	20,314,000
Mineral reserves	'	'	'
Property, plant and equipment	'	'	'
Total cost	10,800,000	'	10,800,000
Construction in progress	'	'	'
Property, plant and equipment	'	'	'
Total cost	7,694,000	'	3,405,000
Capitalized reclamation costs	'	'	'
Property, plant and equipment	'	'	'
Total cost	$1,398,000	'	$1,398,000

OTHER_FINANCIAL_DATA_Details_3

OTHER FINANCIAL DATA (Details 3) (USD $)	3 Months Ended
OTHER FINANCIAL DATA (Details 3) (USD $)	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Intangible Assets Other Than Goodwill	'	'	'
Cost	$48,748,000	'	$48,748,000
Accumulated Amortization	11,435,000	'	9,333,000
Net	37,313,000	'	39,415,000
Amortization expense	2,100,000	100,000	'
Trade names	'	'	'
Intangible Assets Other Than Goodwill	'	'	'
Cost	46,000	'	46,000
Accumulated Amortization	18,000	'	17,000
Net	28,000	'	29,000
Customer relationships	'	'	'
Intangible Assets Other Than Goodwill	'	'	'
Cost	43,922,000	'	43,922,000
Accumulated Amortization	9,963,000	'	8,187,000
Net	33,959,000	'	35,735,000
Supply and transportation arrangements	'	'	'
Intangible Assets Other Than Goodwill	'	'	'
Cost	3,330,000	'	3,330,000
Accumulated Amortization	1,122,000	'	887,000
Net	2,208,000	'	2,443,000
Non-compete agreement	'	'	'
Intangible Assets Other Than Goodwill	'	'	'
Cost	1,450,000	'	1,450,000
Accumulated Amortization	332,000	'	242,000
Net	$1,118,000	'	$1,208,000

OTHER_FINANCIAL_DATA_Details_4

OTHER FINANCIAL DATA (Details 4) (USD $)	3 Months Ended
OTHER FINANCIAL DATA (Details 4) (USD $)	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Accrued liabilities	'	'	'
Salaries and other employee-related	$2,114,000	'	$2,701,000
Deferred compensation	7,117,000	'	6,740,000
Deferred revenue	116,000	'	3,131,000
Sales, excise, property and income taxes	3,941,000	'	2,659,000
Other	4,843,000	'	2,043,000
Total accrued liabilities	18,131,000	'	17,274,000
Retirement plan	'	'	'
Percentage of employers matching contribution for participants' contributions	100.00%	'	'
Employer contributions	$200,000	$100,000	'
Maximum	'	'	'
Retirement plan	'	'	'
Percentage of employers matching contribution for participants' pay	5.00%	'	'

OTHER_FINANCIAL_DATA_Details_5

OTHER FINANCIAL DATA (Details 5)	3 Months Ended	12 Months Ended	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
	Net accounts receivable	Net accounts receivable	Sales	Sales
	Customer balance	Customer balance	Revenue	Revenue
	Largest customer	Largest customer	Customer one	Customer two
Concentration of Credit Risk	'	'	'	'
Concentration of risk percentage	14.00%	14.00%	12.00%	10.00%

LONGTERM_DEBT_Details

LONG-TERM DEBT (Details) (USD $)

Mar. 31, 2014

Dec. 31, 2013

20-May-13

14-May-14

14-May-13

14-May-14

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

14-May-13

Mar. 31, 2014

14-May-13

Partnership

Revolving credit facility

Other notes

New Credit Facility

Letters of credit

SSH

DF Parent

Partnership

LIBOR

Base commercial lending rate

Partnership

Minimum

Maximum

Minimum

Maximum

Long-term debt

Principal of credit facility

$200,000,000

$150,000,000

$15,000,000

Principal of term loan

127,000

233,000

Total debt

107,834,000

94,042,000

107,707,000

93,809,000

Less current portion

127,000

233,000

Long-term portion

107,707,000

93,809,000

Other disclosures

Maximum borrowing capacity

200,000,000

150,000,000

15,000,000

Variable rate basis

'LIBOR

'Base Rate

Basis points (as a percent)

2.75%

3.50%

1.75%

2.50%

Commitment fee (as a percent)

0.38%

Outstanding borrowings

112,700,000

Distribution payment

17,000,000

22,200,000

Repayment of existing subsidiary debt

87,600,000

73,500,000

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

$76,900,000

Weighted-average interest rate (as a percent)

3.16%

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Remaining minimum contractual obligations for new leases	'	'
Remainder of 2014	$10,427,000	'
2015	14,703,000	'
2016	13,713,000	'
2017	13,102,000	'
2018	11,865,000	'
Thereafter	12,032,000	'
Total	75,842,000	'
Environmental matter liability	$0	$0

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details) (USD $)	3 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	14-May-13
	Mar. 31, 2014	Mar. 31, 2013	Insight Management
RELATED PARTY TRANSACTIONS	'	'	'
Wages and employee-related costs	$7,627,000	$75,000	'
Interest expense	'	1,223,000	'
General and administrative expense reimbursements	'	19,000	'
Consulting services	'	62,000	'
Lease expense	6,000	6,000	'
Accounts receivable	27,000	124,000	'
Accounts payable and accrued liabilities	1,105,000	515,000	'
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 $)

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

14-May-13

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

Dec. 31, 2013

Mar. 31, 2014

14-May-13

Mar. 31, 2014

Dec. 31, 2013

Phantom Units

LTIP

Sand Officer

Phantom Units

Restricted Units

Stock vesting in one year

Stock vesting in two years

Consultant

Sand Officer

Other employees and independent directors

Other employees

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

530,588

Stock vested (as a percent)

50.00%

Vesting period

'1 year

'30 months

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

'45 days

Unpaid liability for distribution equivalent rights

$700,000

Total Units

Outstanding at the beginning of the year (in shares)

1,098,235

1,087,648

10,587

Grants (in shares)

265,294

530,588

Outstanding at the end of the year (in shares)

1,098,235

1,087,648

10,587

Fair Value per Unit at Award Date

Outstanding at the beginning of the year (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)

2,137,000

Unrecognized compensation expense

$10,800,000

Weighted average period during which compensation expense will be recognized

'1 year 2 months 12 days

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Composition of provision for income taxes	'	'
Federal and state income tax expense for Distributor	$61	'
Texas margin tax	28	30
Total provision for income taxes	$89	$30
Effective income tax rate (as a percent)	35.00%	'
Effective margin tax rate (as a percent)	0.50%	'

EARNINGS_PER_COMMON_UNIT_Detai

EARNINGS PER COMMON UNIT (Details) (USD $)	0 Months Ended	3 Months Ended
In Thousands, except Share data, unless otherwise specified	14-May-13	Mar. 31, 2014	Mar. 31, 2013
Earnings per common unit	'	'	'
Units granted (in shares)	0	'	'
Anti-dilutive units outstanding (in shares)	'	0	'
Basic earnings per unit:	'	'	'
Net Income (Numerator) (in dollars)	'	$18,486	$9,913
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	'
Per Unit Amount (in dollars per share)	'	$0.77	'
Diluted earnings per unit:	'	'	'
Net Income (Numerator) (in dollars)	'	$18,486	$9,913
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)	'	9,664	'
Total (in shares)	'	24,025,226	'
Per Unit Amount (in dollars per share)	'	$0.77	'
Phantom Units	'	'	'
Earnings per common unit	'	'	'
Anti-dilutive units outstanding (in shares)	'	291,677	'
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	'

SEGMENT_INFORMATION_AND_GEOGRA2

SEGMENT INFORMATION AND GEOGRAPHICAL DATA (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013		Dec. 31, 2013
	item		Mar. 31, 2013		Dec. 31, 2013
SEGMENT INFORMATION AND GEOGRAPHICAL DATA	'		'		'
Number of reportable segments	2		'		'
Statements of Operations Data:	'		'		'
Revenues	$274,081	[1]	$152,055	[1]	'
Cost of goods sold (excluding depreciation, depletion and amortization)	239,796	[1]	131,488	[1]	'
Depreciation, depletion and amortization	5,770		3,154		'
Selling, general and administrative expenses	8,475		3,299		'
Operating income	20,040		14,114		'
Capital expenditures	6,122		8,005		'
Total assets	332,321		200,264		323,016
Operating segments \| Sand Segment	'		'		'
Statements of Operations Data:	'		'		'
Revenues	64,334		32,058		'
Cost of goods sold (excluding depreciation, depletion and amortization)	38,876		17,176		'
Depreciation, depletion and amortization	2,758		2,440		'
Selling, general and administrative expenses	3,216		2,223		'
Operating income	19,484		10,219		'
Capital expenditures	5,439		7,909		'
Total assets	140,871		123,483		'
Operating segments \| Fuel Segment	'		'		'
Statements of Operations Data:	'		'		'
Revenues	209,747		119,997		'
Cost of goods sold (excluding depreciation, depletion and amortization)	200,920		114,312		'
Depreciation, depletion and amortization	3,005		714		'
Selling, general and administrative expenses	1,282		1,076		'
Operating income	4,540		3,895		'
Capital expenditures	573		96		'
Total assets	177,569		76,779		'
Corporate	'		'		'
Statements of Operations Data:	'		'		'
Depreciation, depletion and amortization	7		'		'
Selling, general and administrative expenses	3,977		'		'
Operating income	-3,984		'		'
Capital expenditures	110		'		'
Total assets	$13,881		$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 $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014		Mar. 31, 2013
Geographical data	'		'
Sales	$274,081	[1]	$152,055	[1]
Outside the United States	'		'
Geographical data	'		'
Long-term assets	0		'
Canada	'		'
Geographical data	'		'
Sales	$8,700		$4,300

[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 $)	Mar. 31, 2014	Nov. 21, 2013	Nov. 07, 2013	Nov. 01, 2013	Mar. 31, 2014	Dec. 31, 2013
	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	'	'	'	55	40
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 $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Interest rate swaps \| Prepaid expenses and other current assets	'	'
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	'	'
Derivative assets	$111	$247
Commodity derivative contracts \| Accrued liabilities	'	'
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets	'	'
Derivative liabilities	$42	$66

DERIVATIVE_INSTRUMENTS_AND_HED4

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) (Non designated, USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Gain or loss on derivative instruments	'	'
Gain or loss on derivatives	($216)	($96)
Interest rate swaps \| Interest expense, net	'	'
Gain or loss on derivative instruments	'	'
Gain or loss on derivatives	-135	'
Commodity derivative contracts \| Cost of goods sold	'	'
Gain or loss on derivative instruments	'	'
Gain or loss on derivatives	($81)	($96)

SUPPLEMENTAL_CASH_FLOW_DISCLOS2

SUPPLEMENTAL CASH FLOW DISCLOSURES (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
SUPPLEMENTAL CASH FLOW DISCLOSURES	'	'
Cash paid for interest	$963	$1,460
Customer advances offset against accounts receivable	'	2,554
Distribution equivalent rights accrued	352	'
Purchased of PP&E accrued in a prior period and paid in the current period	1,641	6,378
Purchases of PP&E included in accounts payable	$1,485	$1,029

SUBSEQUENT_EVENTS_Details

SUBSEQUENT EVENTS (Details) (Subsequent event, USD $)	0 Months Ended
In Millions, except Per Share data, unless otherwise specified	Apr. 23, 2014
SUBSEQUENT EVENTS	'
Distribution announced (in dollars per unit)	$1.13
Distribution paid to unitholders	$26.20
CEO and Former Consultant \| Sand segment	'
SUBSEQUENT EVENTS	'
Amount of distribution to be made pursuant to terms of the LTIP	$0.90