Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Emerge Energy Services LP | |
Entity Central Index Key | 1,555,177 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,150,782 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 189 | $ 4 |
Trade and other receivables, net | 42,539 | 25,103 |
Inventories | 21,273 | 17,457 |
Prepaid expenses and other current assets | 6,970 | 11,374 |
Total current assets | 70,971 | 53,938 |
Property, plant and equipment, net | 181,445 | 165,484 |
Intangible assets, net | 3,223 | 4,781 |
Other assets, net | 25,209 | 25,330 |
Non-current assets held for sale | 202 | 371 |
Total assets | 281,050 | 249,904 |
Current liabilities: | ||
Accounts payable | 25,599 | 11,221 |
Accrued liabilities | 13,976 | 11,629 |
Total current liabilities | 39,575 | 22,850 |
Long-term debt, net of current portion | 168,690 | 134,012 |
Business acquisition obligation, net of current portion | 6,303 | 8,063 |
Other long-term liabilities | 28,680 | 30,323 |
Total liabilities | 243,248 | 195,248 |
Commitments and contingencies | ||
Preferred units - Series A - Par value of $1,000: 0 units and 10,000 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 0 | 6,914 |
Partners’ equity: | ||
General partner | 0 | 0 |
Limited partner common units - 30,147,725 units and 29,076,456 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 37,802 | 47,742 |
Total partners’ equity | 37,802 | 47,742 |
Total liabilities and partners’ equity | $ 281,050 | $ 249,904 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred units (in dollars per share) | $ 1,000 | $ 1,000 |
Preferred unit, Issued | 0 | 10,000 |
Preferred unit, Outstanding | 0 | 10,000 |
Limited Partners' Capital Account, Units Issued | 30,147,725 | 29,076,456 |
Limited Partners' Capital Account, Units Outstanding | 30,147,725 | 29,076,456 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Income Statement [Abstract] | |||||
Revenues | $ 82,602 | $ 24,825 | $ 157,946 | $ 54,495 | |
Operating expenses: | |||||
Cost of goods sold (excluding depreciation, depletion and amortization) | 71,428 | 38,354 | 143,739 | 82,144 | |
Depreciation, depletion and amortization | 5,675 | 4,870 | 10,331 | 9,777 | |
Selling, general and administrative expenses | 6,850 | 4,459 | 12,728 | 11,234 | |
Contract and project terminations | 0 | 10 | 0 | 4,036 | |
Total operating expenses | 83,953 | 47,693 | 166,798 | 107,191 | |
Operating income (loss) | (1,351) | (22,868) | (8,852) | (52,696) | |
Other expense (income): | |||||
Interest expense, net | 5,082 | 5,283 | 8,280 | 9,877 | |
Other | (3,008) | (2) | (2,317) | (3) | |
Total other expense | 2,074 | 5,281 | 5,963 | 9,874 | |
Income (loss) from continuing operations before provision for income taxes | (3,425) | (28,149) | (14,815) | (62,570) | |
Provision (benefit) for income taxes | 0 | 1 | 0 | 21 | |
Net income (loss) from continuing operations | (3,425) | (28,150) | (14,815) | (62,591) | |
Income (loss) from discontinued operations, net of taxes | (2,657) | 5,253 | (2,657) | 5,479 | |
Net income (loss) | $ (6,082) | $ (22,897) | $ (17,472) | $ (57,112) | |
Basic and diluted earnings (loss) per unit: | |||||
Earnings (loss) per common unit from continuing operations | [1] | $ (0.11) | $ (1.17) | $ (0.49) | $ (2.59) |
Earnings (loss) per common unit from discontinued operations | [1] | (0.09) | 0.22 | (0.09) | 0.23 |
Basic and diluted earnings (loss) per common unit | [1] | $ (0.20) | $ (0.95) | $ (0.58) | $ (2.36) |
Weighted average number of common units outstanding - basic and diluted | [1] | 30,147,725 | 24,129,418 | 30,104,613 | 24,125,320 |
[1] | See Note 9. |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PREFERRED UNITS PARTNERS' EQUITY - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Limited Partner Common Units | Preferred Units, Class [Domain] |
Balance at Dec. 31, 2016 | $ 47,742 | $ 47,742 | $ 6,914 |
Increase (Decrease) in partners' capital | |||
Net loss | (17,472) | (17,472) | |
Equity-based compensation | 677 | 677 | |
Conversion of preferred units | 6,914 | 6,914 | (6,914) |
Other | 59 | 59 | |
Balance at Jun. 30, 2017 | 37,802 | $ 37,802 | $ 0 |
Balance at Dec. 31, 2016 | 6,914 | ||
Balance at Jun. 30, 2017 | $ 0 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (17,472) | $ (57,112) |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||
Depreciation, depletion and amortization | 10,331 | 12,131 |
Equity-based compensation expense | 677 | 136 |
Project and contract termination costs - non-cash portion | 0 | 4,011 |
Unrealized gain on fair value of warrant | (2,312) | 0 |
Write-down of escrow receivable | 2,657 | 0 |
Provision for doubtful accounts | 0 | 1,746 |
Loss (gain) on disposal of assets | 79 | 76 |
Amortization of debt discount/premium and deferred financing costs | 1,835 | 1,506 |
Write-down of inventory | 0 | 5,394 |
Unrealized (gain) loss on derivative instruments | (214) | 665 |
Other non-cash | 58 | 59 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (17,437) | 6,845 |
Inventories | (3,816) | 8,135 |
Prepaid expenses and other current assets | 1,748 | 1,643 |
Accounts payable and accrued liabilities | 16,573 | 1,560 |
Other assets | 120 | 173 |
Cash flows from operating activities: | (7,173) | (13,032) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (3,403) | (11,010) |
Net proceeds from disposal of assets | 211 | (9) |
Asset acquisition | (20,430) | 0 |
Collection of notes receivable | 0 | 7 |
Cash flows from investing activities: | (23,622) | (11,012) |
Cash flows from financing activities: | ||
Proceeds from line of credit borrowings | 154,820 | 141,345 |
Proceeds from second lien term loan | 39,597 | 0 |
Repayment of line of credit borrowings | (158,593) | (130,451) |
Payment of business acquisition obligation | (1,799) | (382) |
Payment of financing costs | (2,982) | (4,177) |
Other financing activities | (63) | (3) |
Cash flows from financing activities: | 30,980 | 6,332 |
Net increase (decrease) | 185 | (17,712) |
Cash and cash equivalents: | ||
Balance at beginning of period | 4 | 20,870 |
Balance at end of period | $ 189 | $ 3,158 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | 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 Emerge Energy Services Operating LLC (“Emerge Operating”), a Delaware limited liability company, represent Emerge. References to the “Partnership,” “we,” “our” or “us” refer collectively to Emerge and all of its subsidiaries. We are a growth-oriented energy services company engaged in the business of mining, producing, and distributing silica sand that is a key input for the hydraulic fracturing of oil and gas wells. The Sand business 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 business sells its product for use in building products and foundry operations. The Fuel business operated transmix processing facilities located in the Dallas-Fort Worth area and in Birmingham, Alabama. The Fuel business also offered third-party bulk motor fuel storage and terminal services, biodiesel 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. On August 31, 2016, we completed the sale of our Fuel business pursuant to an Amended and Restated Purchase and Sale Agreement, dated August 31, 2016 (the “Restated Purchase Agreement”), with Susser Petroleum Operating Company LLC and Sunoco LP (together, “Sunoco”). Sunoco paid Emerge a purchase price of $167.7 million in cash (subject to certain working capital and other adjustments in accordance with the terms of the Restated Purchase Agreement), of which $14.25 million was placed into several escrow accounts to satisfy potential claims from Sunoco for indemnification under the Restated Purchase Agreement. During the second quarter of 2017, we received the entire $2.25 million of the Renewable Fuel Standard escrow. Additionally, we wrote off $2.7 million of the hydrotreator and pipeline escrow receivables relating to completion delays and cost overruns. Any escrowed funds remaining after certain periods of time set forth in the Restated Purchase Agreement will be released to Emerge, provided that no unsatisfied indemnity claims exist at such time. The results of operations of the Fuel business have been classified as discontinued operations for all periods presented. We now operate our continuing business in a single sand segment. We report silica sand operations as our continuing operations and fuel operations as our discontinued operations. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our 2016 Annual Report on Form 10-K. These financial statements include the accounts of all of our subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications do not impact net income and do not reflect a material change in the information previously presented in our Condensed Consolidated Statements of Operations. |
ASSET ACQUISITION ACQUISITION
ASSET ACQUISITION ACQUISITION | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITION | ASSET ACQUISITION On April 12, 2017, we closed the transaction to acquire substantially all of the assets of Materials Holding Company, Inc., Osburn Materials, Inc., Osburn Sand Co. and South Lehr, Inc. (collectively “Osburn Materials”) for $20 million . The transaction was funded with a new $40 million term loan. Osburn Materials is located approximately 25 miles south of San Antonio, Texas and produces and sells sand and construction materials but did not serve the energy markets. We upgraded the existing operations for conversion into frac sand sales and commenced frac sand productin in July 2017. Osburn Materials’ current sand reserves, which consists mostly of 40/70 and 100 mesh fine sands, meets American Petroleum Institute (“API”) specifications for all grades. We early adopted the provisions of ASC 805, Business Combinations and Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , in accounting for this transaction. Under this guidance, if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets, the transaction can be accounted for as an asset purchase. Based on our analysis of the transaction, we believe that substantially all of the fair value is concentrated in the sand reserves acquired, and thus we accounted for the transaction as an asset purchase. Significant judgment is often required in estimating the fair values of assets acquired. We engaged a third-party valuation specialist in estimating fair values of the assets acquired. We used our best estimates and assumptions to allocate the cost of the acquisition to the assets acquired on a relative fair value basis at the acquisition date. The preliminary fair value estimates are based on available historical information and on expectations and assumptions about the future production and sales volumes, market demands, the average selling price of sand, and the discount factor used in estimating future cash flows. While we believe those expectations and assumptions are reasonable, they are inherently uncertain. Additionally, we are finalizing the sand reserves estimates. Transaction costs of $434,000 incurred for the acquisition are capitalized as a component of the cost of the assets acquired. The assets acquired have been included in our consolidated balance sheets as of June 30, 2017 and will be depreciated and depleted according to the policies described in our Annual Report on Form 10-K for the year ended December 31, 2016 . |
DISCONTINUED OPERATIONS DISCONT
DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS At March 31, 2016, the assets and liabilities of our Fuel business were classified as held for sale and the results of operations have been classified as discontinued operations for all periods presented in accordance with ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The following corporate costs were allocated to discontinued operations for all periods presented: • Interest on the revolver was allocated to the discontinued operations based on the allocation of debt between Sand and Fuel business. • Equity-based compensation costs recognized for the Fuel business employees were allocated to discontinued operations. • The taxes paid on behalf of the Fuel business were compiled by review of prior tax filings and payments. These amounts were allocated to discontinued operations. • General corporate overhead costs were not allocated to discontinued operations. Summarized results of the discontinued operations for the three and six months ended June 30, 2017 and 2016 are as follows : Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands) Revenues (1) $ — $ 101,982 $ — $ 182,463 Cost of goods sold (excluding depreciation, depletion and amortization) (1) — 93,844 — 169,544 Depreciation and amortization — — — 2,354 Selling, general and administrative expenses — 2,194 — 3,792 Interest expense, net — 686 — 1,283 Other expenses 2,657 — 2,657 — Income from discontinued operations before provision for income taxes (2,657 ) 5,258 (2,657 ) 5,490 Provision for income taxes — 5 — 11 Income from discontinued operations, net of taxes $ (2,657 ) $ 5,253 $ (2,657 ) $ 5,479 (1) Fuel revenues and cost of goods sold include excise taxes and similar taxes: $ — $ 13,405 $ — $ 26,488 On August 31, 2016, we completed the sale of our Fuel business pursuant to the terms of the Restated Purchase Agreement. The purchase price was $167.7 million , subject to adjustment based on actual working capital conveyed at closing. The following escrow accounts were established at closing: • $7 million of the sales price was withheld as a general escrow associated with certain indemnification obligations. Any unutilized escrow balance, plus any accrued interest thereon, will be paid 54 months from the closing date. • $4 million of the sales price was withheld as a hydrotreater escrow to satisfy any cost overruns of the Birmingham hydrotreater completion. In June 2017, we wrote off a $2.5 million of this receivable relating to hydrotreator completion delays and cost overruns. This non-cash charge is included in Other expenses in our results of discontinued operations. Any unutilized escrow balance, along with any accrued interest thereon, will be paid 60 days after the substantial completion of the Birmingham hydrotreater. • $2.25 million of the sales price was withheld as the Renewable Fuel Standard escrow account. The entire amount, along with interest thereon, was collected in April 2017. • $1 million of the sales price was withheld as a pipeline escrow account. As of June 30, 2017 , we estimated our receivable at $850,000 . This non-cash charge is included in Other expenses in our results of discontinued operations Any unutilized escrow balance, along with any accrued interest thereon, will be released with the general escrow. Escrow receivables are recorded at the net present values of estimated future recoveries and will be adjusted as contingencies are resolved. The following table represents the gain on sale from the Fuel business recognized in the third quarter of 2016 (in thousands). Purchase price $ 167,736 Adjustments: Working capital true-up 3,398 Other adjustments (2,911 ) General escrow (7,000 ) Hydrotreater escrow (4,000 ) Other escrow (3,250 ) Net proceeds 153,973 Less: Net book value of assets and liabilities sold (125,317 ) Escrow receivable 10,597 Transaction costs including commissions (7,679 ) Other receivables 125 Gain on sale of Fuel business $ 31,699 |
OTHER FINANCIAL DATA
OTHER FINANCIAL DATA | 6 Months Ended |
Jun. 30, 2017 | |
Other Financial Data Disclosure [Abstract] | |
OTHER FINANCIAL DATA | OTHER FINANCIAL DATA Private Placement On August 8, 2016, we entered into the Purchase Agreement with the Purchaser to issue and sell to the Purchaser in a private placement an aggregate principal amount of $20 million of our Series A Preferred Units and a Warrant that may be exercised to purchase common units representing limited partner interests in the Partnership. The first half of the Preferred Units converted into 993,049 common units on November 3, 2016 and the second half converted to 985,222 common units on February 15, 2017. We also issued to the Purchaser a warrant to purchase approximately 890,000 common units at an exercise price of $10.82 per common unit. The Warrant, which expires on August 16, 2022, was exercisable immediately upon issuance and contains a cashless exercise provision and other customary provisions and protections, including anti-dilution protections. This warrant is classified as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity, and is included in Other long-term liabilities on our Condensed Consolidated Balance Sheets. This warrant has not been exercised as of June 30, 2017 . Public Offering In November 2016, we completed a public offering of 3,400,000 of our common units at a price of $10.00 per unit and granted the underwriters an option to purchase up to an additional 510,000 common units, which the underwriter exercised in full. The offering closed on November 23, 2016. We received proceeds (net of underwriting discounts and offering expenses) from the offering of approximately $36.9 million . The net proceeds from this offering were used to repay outstanding borrowings under our revolving Credit Agreement. Allowance for Doubtful Accounts We had no allowance for doubtful accounts at June 30, 2017 . The allowance for doubtful accounts totaled $3.1 million at December 31, 2016 . Inventories Inventories consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Sand finished goods $ 11,777 $ 9,631 Sand work in process 9,220 7,597 Sand raw materials and supplies 276 229 Total $ 21,273 $ 17,457 During the first quarter of 2016, we wrote down $5.4 million of our sand inventory based on our lower of cost or market analysis. We attributed this write-down to declining market conditions and a significant decline in prices. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Prepaid lease assets, current $ 2,577 $ 3,408 Prepaid insurance 968 826 Escrow receivable, current 468 5,253 Other 2,957 1,887 Total $ 6,970 $ 11,374 Property, Plant and Equipment Property, plant and equipment consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Machinery and equipment (1) $ 92,849 $ 90,035 Buildings and improvements (1) 66,190 66,190 Land and improvements (1) 45,567 45,065 Mineral reserves 49,091 30,181 Construction in progress 4,272 1,878 Capitalized reclamation costs 2,521 2,445 Total cost 260,490 235,794 Accumulated depreciation and depletion 79,045 70,310 Net property, plant and equipment $ 181,445 $ 165,484 (1) Includes assets under capital lease We classified $202,000 and $371,000 to assets held for sale as of June 30, 2017 and December 31, 2016 . We recognized $8.8 million and $9.1 million of depreciation and depletion expense for the six months ended June 30, 2017 and 2016 , respectively. Depreciation and depletion expense for continuing operations totaled $8.3 million for the six months ended June 30, 2016 . Intangible Assets Our intangible assets consisted of the following: Cost Accumulated Amortization Net ($ in thousands) June 30, 2017: Patents $ 7,443 $ 4,691 $ 2,752 Supply and transportation agreements 569 169 400 Non-compete agreement 100 29 71 Total $ 8,112 $ 4,889 $ 3,223 December 31, 2016: Patents $ 7,443 $ 3,195 $ 4,248 Supply and transportation agreements 569 112 457 Non-compete agreement 100 24 76 Total $ 8,112 $ 3,331 $ 4,781 We recognized $1.6 million and $3.0 million of amortization expense for the six months ended June 30, 2017 and 2016 , respectively. Amortization expense for continuing operations totaled $1.5 million for the six months ended June 30, 2016 . Other Assets, Net Other assets, net consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Deferred lease asset (1) $ 8,801 $ 8,826 Prepaid lease assets, net of current portion (2) 8,450 8,616 Escrow receivable, non-current (3) 5,510 5,459 Other 2,448 2,429 Total $ 25,209 $ 25,330 (1) During 2016, we completed negotiations with various railcar lessors pursuant to which we terminated future orders of railcars, deferred future railcar deliveries and reduced and deferred payments on existing leases. The cost of deferring future railcar deliveries was recorded as a deferred lease asset. This asset will be amortized over the terms of the associated leases as those railcars enter service. (2) The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically five to seven years). This balance reflects the non-current portion of these capitalized costs. (3) Non-current receivables are recorded at net present value of estimated recoveries and will be adjusted as contingencies are resolved. See Note 3 - Discontinued Operations. Accrued Liabilities Accrued liabilities consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Sand purchases and royalties $ 3,430 $ 517 Fuel sale related-liabilities 2,474 2,784 Salaries and other employee-related 2,250 710 Current portion of business acquisition obligations 1,666 1,703 Deferred compensation 848 848 Sales, excise, property and income taxes 730 136 Accrued interest 430 641 Current portion of contract termination 210 160 Logistics 204 1,814 Other 1,734 2,316 Total $ 13,976 $ 11,629 Other Long-term Liabilities Other long-term liabilities consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Long-term promissory note $ 8,914 $ 8,480 Deferred lease obligation (1) 6,992 5,858 Contract and project terminations 5,305 5,319 Stock warrants 4,707 7,019 Asset retirement obligation 2,762 2,647 Other — 1,000 Total $ 28,680 $ 30,323 (1) We recognize lease expense for operating leases on a straight-line basis over the term of the lease, beginning on the date we take possession of the property. The difference between the cash paid to the lessor and the amount recognized as lease expense on a straight-line basis is included in deferred lease obligation. Long-term Promissory Note During the second quarter of 2016, we negotiated significant concessions on the majority of our railcar leases pursuant to which we cancelled or deferred deliveries on rail cars and reduced cash payments on a substantial portion of the existing rail cars in our fleets. In exchange of these concessions, we issued at par an Unsecured Promissory Note in the aggregate principal amount of $8 million (the “PIK Note”) for delivery deferrals. The PIK Note bears interest at a rate of 10% per annum payable in cash or, in certain situations, in-kind, when certain financial metrics have been met. The PIK Note will mature on June 2, 2020. We also issued warrants to purchase 370,000 common units representing limited partnership interests in the Partnership in exchange of these concessions during the second quarter of 2016. Contract and Project Terminations During 2016, we negotiated concessions on the majority of our railcar leases pursuant to which we cancelled or deferred deliveries on rail cars and reduced cash payments on a substantial portion of the existing rail cars in our fleets. In exchange for these concessions, we incurred a contract termination charge of $4 million . We issued at par an Unsecured Promissory Note in the aggregate principal amount of $4 million with interest payable in cash or, in certain situations, in-kind, when certain financial metrics have been met. This note bears interest at a rate of five percent per annum and is due and payable within 30 days following the date on which financial statements are publicly available covering the first date on which these financial metrics have been met. The following table illustrates the various contract termination liabilities and exit and disposal reserves included in Accrued liabilities and Other long-term liabilities in our Condensed Consolidated Balance Sheets: ($ in thousands) Balance at December 31, 2016 $ 5,479 Accretion 121 Payments (85 ) Balance at June 30, 2017 $ 5,515 Mining and Wet Sand Processing Agreement In April 2014, a five -year contract with a sand processor (“Processor”) became effective to support our Sand business in Wisconsin. In January 2015, the agreement was amended and extended to expire in December 31, 2021. Under this contract, the Processor financed and built a wet wash processing plant near our Wisconsin operations. As part of the agreement, the Processor wet washes our sand, creates stockpiles of washed sand and maintains the plant and equipment. During the term of the agreement the Processor will own the wet plant along with the equipment and other temporary structures used to support this activity. At the end of the agreement, or following a default under the contract by the Processor, we have the right to take ownership of the wet plant and other equipment without charge. Subject to certain conditions, ownership of the plant and equipment will transfer to us at the expiration of the term. We accounted for the wet plant as a capital lease obligation. The original capitalized lease asset and corresponding capital lease obligation totaled $3.3 million . As of June 30, 2017 , we do not have any liability for capital lease obligation. Fair Value Measurements Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt instruments. The carrying amounts of 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. The fair values of our other long-term liabilities are not materially different from their carrying values. On June 2, 2016, we issued warrants to lessors to purchase 370,000 common units representing limited partnership interests in the partnership for concessions on various long-term leases. These warrants may be exercised at any time and from time to time during next five years , at an exercise price per common unit equal to $4.77 . These fair value of these warrants was calculated at $2.45 per unit based on a Black Scholes valuation model, utilizing Level 2 inputs based on the hierarchy established in ASC 820, Fair Value Measurement. On August 8, 2016, we, as part of the private placement described above, also issued a warrant to the Purchaser to purchase approximately 890,000 common units at an exercise price of $10.82 per common unit. This Warrant shall be exercisable for a period of six years from the closing date and include customary provisions and protections, including anti-dilution protections. The fair value of this warrant at issuance date was calculated at $5.56 per unit based on a Black Scholes valuation model, utilizing Level 2 inputs based on the hierarchy established in ASC 820, Fair Value Measurement. This liability is marked to market each quarter with fair value gains and losses recognized immediately in earnings and included in Other income (expense) on our Consolidated Statements of Operations. The warrant liability was $4.7 million and $7.0 million at June 30, 2017 and December 31, 2016 , respectively, and we recorded a gain of $3.0 million and $2.3 million during the three and six months ended June 30, 2017 , respectively. Retirement Plan We sponsor a 401(k) plan for substantially all employees that provides for us to match 100% of participant contributions up to 5% of the participant’s pay. Additionally, we can make discretionary contributions as deemed appropriate by management. As of May 1, 2017, we reestablished the employer 401(k) contributions, which was previously suspended on July 1, 2016. Employer contributions to these plans for continuing operations totaled $105,045 and $177,000 for the six months ended June 30, 2017 and 2016 , respectively. Employer contributions for discontinued operations was $118,000 for the six months ended June 30, 2016 . Seasonality 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. Concentration of Credit Risk We provide credit, in the normal course of business, to customers located throughout the United States and Canada. We encounter a certain amount of credit risk as a result of a concentration of receivables among a few significant customers. We perform ongoing credit evaluations of our customers and generally do not require collateral. The trade receivables (as a percentage of total trade receivables) as of June 30, 2017 and December 31, 2016 from such significant customers are set forth below: June 30, 2017 December 31, 2016 Customer A 16 % 16 % Customer B 14 % 22 % Customer C 14 % * Customer D 12 % 13 % An asterisk indicates trade receivables are less than ten percent. Significant customers The table shows the % of revenue our significant customers for our continuing operations represented for the six months ended June 30, 2017 and 2016 . June 30, 2017 June 30, 2016 Customer B 26 % 35 % Customer D 16 % * Customer E * 16 % An asterisk indicates revenue is less than ten percent. Geographical Data Although we own no long-term assets outside the United States, our Sand business began selling product in Canada during 2013. We recognized $7.8 million and $8.0 million of revenues in Canada for the six months ended June 30, 2017 and 2016 , respectively. All other sales have occurred in the United States. Recent Accounting Pronouncements In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , ASU 2015-14, Revenue from Contracts with Customers, Deferral of the Effective Date , and ASU 2016-12, Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients , respectively, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires entities to disclose both quantitative and qualitative information that enable financial statements users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for annual periods beginning after December 15, 2017 with early adoption permitted on January 1, 2017 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We have certain contractual arrangements that include "take-or-pay" provisions. The fixed fees to which we have an unconditional right under these contracts could be subject to certain recognition changes and additional disclosure under ASU 2014-09. As we are in the process of evaluating the impact of the standard, we have not yet quantified the impact of adoption or determined the method of adoption. During 2017, we will perform the remainder of our implementation process, which will include quantification of impact, selection of adoption method and development of policies. We will adopt this guidance in the first quarter of 2018. In February 2016, the FASB issued ASU 2016-02, Leases. This ASU requires lessees to recognize lease assets and lease liabilities generated by contracts longer than a year on their balance sheet. The ASU also requires companies to disclose in the footnotes to their financial statements information about the amount, timing, and uncertainty for the payments they make for the lease agreements. ASU 2016-02 is effective for public companies for annual periods and interim periods within those annual periods beginning after December 31, 2018. Early adoption is permitted for all entities. We currently have significant long-term operating leases for rail cars and transload facilities. Pursuant to the adoption, we will record substantial liabilities and corresponding assets for these leases. While we are not yet in a position to assess the full impact of the application of this ASU, we expect that the impact of recording the lease liabilities and the corresponding additional assets will have a significant impact on our financial position and results of operations and related disclosures in the notes to our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations . This ASU provides guidance to entities to assist with evaluating when a set of transferred assets and activities (collectively, the "set") is a business and provides a screen to determine when a set is not a business. Under this ASU, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. We adopted this guidance in the second quarter of 2017 and applied it to our asset acquisition described in Note 2 - Asset Acquisition. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Following is a summary of our long-term debt: June 30, 2017 December 31, 2016 ($ in thousands) Revolving credit facility $ 136,928 $ 140,701 Second lien term loan 40,000 — Less: Deferred financing costs, net (8,238 ) (6,689 ) Total long-term debt $ 168,690 $ 134,012 Revolving Credit Facility On June 27, 2014, we entered into an amended and restated revolving credit and security agreement (as amended, 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 (the “agent”), and the lenders thereto. The Credit Agreement matures on June 27, 2019 and, after giving effect to the amendments described below, consists of a $190 million revolving credit facility, which included a sub-limit of up to $20 million for letters of credit, and incurs interest at a rate equal to either, at our option, LIBOR plus 5.00% or the base rate plus 4.00% . We also incur a commitment fee of 0.375% on committed amounts that are neither used for borrowings nor under letters of credit. Substantially all of the assets of the Borrowers are pledged as collateral under the Credit Agreement. On August 31, 2016, we closed the sale of the Fuel business, used the net proceeds therefrom to repay outstanding borrowings under the Credit Agreement and entered into Amendment No. 11 to the Credit Agreement with the Borrowers, the lenders and the agent. Amendment No. 11, among other things, restated the Credit Agreement and provided a full waiver for all defaults or events of default arising out of our failure to comply with the financial covenant to generate minimum amounts of adjusted EBITDA during the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and the covenant to maintain the minimum amount of excess availability for any date prior to September 1, 2016. Pursuant to Amendment No. 11, the Credit Agreement now requires the Partnership to maintain the following financial covenants: • a covenant to maintain $15 million of excess availability (as defined in the Credit Agreement); • a covenant to limit capital expenditures (as defined in the Credit Agreement) to certain maximum amounts for each quarter through March 31, 2019; • beginning with the quarter ending June 30, 2017, a covenant to generate consolidated EBITDA (as defined in the Credit Agreement) in certain minimum amounts; • beginning with the quarter ending March 31, 2018, a covenant to maintain an interest coverage ratio (as defined in the Credit Agreement) of not less than 2.00 to 1.00, which is scheduled to increase to 3.00 to 1.00 for the fiscal quarter ending March 31, 2019; and • a covenant to raise at least $31.2 million of net proceeds from the issuance and sale of common equity by November 30, 2016, which was satisfied by our underwritten sale of common units which closed on November 23, 2016. In addition, the Credit Agreement also prohibits us from making cash distributions to our unitholders and requires all cash receipts by us and our subsidiaries to be swept on a daily basis and used to reduce outstanding borrowings under the Credit Agreement. On April 12, 2017, the Partnership entered into Amendment No. 12 to the Credit Agreement. The Amendment amended the Revolving Credit Agreement to permit the Partnership and the Borrowers to enter into the Second Lien Term Loan Agreement and to reduce commitments under the revolving credit facility to $190 million , and further reducing on a quarterly basis to $125 million for the quarter beginning January 1, 2019. Second Lien Term Loan Agreement On April 12, 2017, we entered into a new $40 million second lien senior secured term loan facility with our wholly-owned subsidiaries Emerge Energy Services Operating LLC and Superior Silica Sands LLC, as borrowers (the “Borrowers”) and U.S. Bank National Association as disbursing agent and collateral agent (the “Second Lien Term Loan Agreement”). The Second Lien Term Loan Agreement matures on April 12, 2022. Proceeds of the new term credit facility were used to (i) pay down a portion of the our existing revolving credit facility, (ii) fund the asset acquisition described in Note 2 (iii) pay fees and expenses incurred in connection with the new term credit facility and (iv) for general business purposes. Substantially all of our assets are pledged as collateral on a second lien basis under the Second Lien Term Loan Agreement. The Second Lien Term Loan Agreement contains various covenants and restrictive provisions and also requires the maintenance of certain financial covenants as follows: • beginning with the fiscal quarter ending March 31, 2018, an interest coverage ratio of not less than 1.70 :1.00 increasing quarterly thereafter to 2.55 :1.00 for the fiscal quarter ending March 31, 2019 and thereafter; • beginning with the fiscal quarter ending June 30, 2017, a minimum EBITDA of not less than $637,500 for such fiscal quarter, increasing quarterly to $50 million for the four fiscal quarter period ending June 30, 2019 and thereafter; and • minimum excess availability of at least $12.75 million so long as the Revolving Credit Agreement remains in effect. Loans under the Second Lien Term Loan Agreement will bear interest at the Partnership’s option at either the base rate plus 9.00% , or LIBOR plus 10.00% . Covenants Compliance At June 30, 2017 , we were in compliance with our loan covenants and had undrawn availability under the Credit Agreement totaling $43.6 million , well above the minimum availability required under our current covenants. Our outstanding borrowings under the Credit Agreement bore interest at a weighted-average rate of 6.51% and the borrowings under the Second Lien Term Loan Agreement bore interest at a weighted-average rate of 11.16% . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Related party transactions included in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations for continuing operations are summarized in the following table: Six Months Ended June 30, 2017 2016 ($ in thousands) Wages and employee-related costs (1) $ 8,263 $ 5,114 Wages and employee-related costs for discontinued operations for June 30, 2016 was $4.0 million . June 30, 2017 December 31, 2016 ($ in thousands) Accounts receivable $ — $ 371 Accounts payable and accrued liabilities $ 574 $ 436 (1) We do not have any employees. 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. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY-BASED COMPENSATION | 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, and 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. For remaining phantom units granted to employees in 2013, we currently assume a 55 -month vesting period, which represents management’s estimate of the amount of time until all vesting conditions have been met. Concurrent with the closing of a secondary offering in June 2014 and the exercise of the underwriters’ over-allotment in July 2014, 90,686 of these phantom units vested and common units were issued. For other phantom units granted to employees, we assume a 24 to 36 -month vesting period. Restricted units are awarded to our independent directors on each anniversary of our IPO, each with a vesting period of one year. 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 June 30, 2017 , the unpaid liability for distribution equivalent rights totaled $0.8 million . In 2017, we granted 31,750 time-based phantom units to certain officers to vest in equal installments on each anniversary date of the grant over a period of two to three years . The following table summarizes awards granted during the six months ended June 30, 2017 . Total Phantom Restricted Fair Value per Unit Outstanding at December 31, 2016 289,607 213,851 75,756 $ 13.09 Granted 54,791 31,750 23,041 $ 12.76 Vested (91,156 ) (15,400 ) (75,756 ) $ 11.75 Forfeitures (12,000 ) (12,000 ) — $ — Outstanding at June 30, 2017 241,242 218,201 23,041 $ 13.30 For the six months ended June 30, 2017 and 2016 , we recorded non-cash equity-based compensation expense of $0.7 million and $0.1 million , respectively, in selling, general and administrative expenses. Non-cash equity-based compensation expense for continuing operations was $(0.1) million for the six months ended June 30, 2016 . As of June 30, 2017 , the unrecognized compensation expense related to the grants discussed above amounted to $1.6 million to be recognized over a weighted average of 0.90 years . |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Continuing operations Our provision for income taxes for continuing operations relates to: (i) Texas margin taxes for the Partnership, and (ii) an insignificant amount of Canadian income taxes on SSS earnings in Canada (most of our earnings are exempted under a U.S/Canada tax treaty). For federal income tax purposes, we report our income, expenses, gains, and losses as a partnership not subject to income taxes. As such, each partner is responsible for his or her share of federal and state income tax. Net earnings for financial statement purposes may differ significantly from taxable income reportable to each partner because of differences between the tax basis and financial reporting basis of assets and liabilities. The composition of our provision for income taxes for continuing operations is as follows: Six Months Ended June 30, 2017 2016 ($ in thousands) Texas margin tax $ — $ 20 Canadian income tax — 1 Total provision for income taxes $ — $ 21 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 0.75% as defined by applicable state law. The margin tax qualifies as an income tax under Generally Accepted Accounting Principles (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 | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON UNIT | EARNINGS PER COMMON UNIT We compute basic earnings (loss) per unit by dividing net income (loss) by the weighted-average number of common units outstanding including certain participating securities. Participating securities include unvested equity-based payment awards that contain rights to distributions, as well as convertible preferred units and warrants that contain contractual rights to participate in any distributions that are declared. It is our policy to exclude convertible preferred units and warrants from the calculation of basic earnings (loss) per unit in periods of net losses from continuing operations since these securities are not contractually obligated to share in losses. 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 , 93,806 of our outstanding phantom units are not included in basic or diluted earnings per common unit calculations as of June 30, 2017 and 2016 . We exclude all potentially dilutive units from the diluted earnings per unit calculation for any periods of net loss from continuing operations as their effect would be anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands, except unit and per unit data) Net income (loss) from continuing operations $ (3,425 ) $ (28,150 ) $ (14,815 ) $ (62,591 ) Net income (loss) from discontinued operations (2,657 ) 5,253 (2,657 ) 5,479 Net Income (loss) $ (6,082 ) $ (22,897 ) $ (17,472 ) $ (57,112 ) Weighted average number of common units outstanding - basic and diluted 30,147,725 24,129,418 30,104,613 24,125,320 Basic and diluted earnings (loss) per unit: Earnings (loss) per common unit from continuing operations $ (0.11 ) $ (1.17 ) $ (0.49 ) $ (2.59 ) Earnings (loss) per common unit from discontinued operations (0.09 ) 0.22 (0.09 ) 0.23 Basic and diluted earnings (loss) per common unit $ (0.20 ) $ (0.95 ) $ (0.58 ) $ (2.36 ) |
RECURRING FAIR VALUE MEASUREMEN
RECURRING FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
RECURRING FAIR VALUE MEASUREMENTS | RECURRING FAIR VALUE MEASUREMENTS 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 1.33200% 1 Month LIBOR Nov. 7, 2013 Oct. 14, 2014 Oct. 16, 2017 $25,000,000 1.25500% 1 Month LIBOR Nov. 21, 2013 Oct. 14, 2014 Oct. 16, 2017 $20,000,000 1.21875% 1 Month LIBOR The Fuel business utilized financial hedging arrangements whereby we hedged a portion of our gasoline and diesel inventory, which reduced our commodity price exposure on some of our activities. The derivative commodity instruments we utilized consisted mainly of futures traded on the New York Mercantile Exchange. Following the sale of the Fuel business, we have no open commodity derivative contracts. 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). The resulting gains and losses for the Fuel business were recorded to cost of goods sold for discontinued operations (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. On August 8, 2016, we, as part of the private placement described above, also issued a warrant to the Purchaser to purchase approximately 890,000 common units at an exercise price of $10.82 per common unit. The Warrant shall be exercisable for a period of six years from the closing date and include customary provisions and protections, including anti-dilution protections. The fair value of this warrant at issuance date was calculated at $5.56 per unit based on a Black Scholes valuation model, utilizing Level 2 inputs based on the hierarchy established in ASC 820, Fair Value Measurement. This liability is marked to market each quarter with fair value gains and losses recognized immediately in earnings and included in Other expense (income) on our Consolidated Statements of Operations. We recorded a non-cash mark-to-market gain of $ 3.0 million and $2.3 million during the three and six months ended June 30, 2017 . The fair values of outstanding derivative instruments and warrant and their classifications within our Condensed Consolidated Balance Sheets are summarized as follows: June 30, 2017 December 31, 2016 Classification ($ in thousands) Interest rate swaps $ 13 $ 227 Accrued liabilities Warrant liability $ 4,707 $ 7,019 Other long-term 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Classification ((income) expense $ in thousands) Interest rate swaps $ (8 ) $ 152 $ (64 ) 563 Interest expense, net Commodity derivative contracts — 682 — 701 Income from discontinued operations Warrant (3,008 ) — (2,312 ) — Other expense (income) $ (3,016 ) $ 834 $ (2,376 ) $ 1,264 |
SUPPLEMENTAL CASH FLOW DISCLOSU
SUPPLEMENTAL CASH FLOW DISCLOSURES | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURES | SUPPLEMENTAL CASH FLOW DISCLOSURES The following supplemental disclosures may assist in the understanding of our Condensed Consolidated Statements of Cash Flows: Six Months Ended June 30, 2017 2016 ($ in thousands) Cash paid for interest $ 6,934 $ 11,438 Cash paid for income taxes, net of refunds $ 15 $ (67 ) Purchases of PP&E accrued but not paid at period-end $ 1,115 $ 180 Purchases of PP&E accrued in a prior period and paid in the current period $ 170 $ 3,364 |
ORGANIZATION AND BASIS OF PRE18
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our 2016 Annual Report on Form 10-K. These financial statements include the accounts of all of our subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications do not impact net income and do not reflect a material change in the information previously presented in our Condensed Consolidated Statements of Operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , ASU 2015-14, Revenue from Contracts with Customers, Deferral of the Effective Date , and ASU 2016-12, Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients , respectively, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires entities to disclose both quantitative and qualitative information that enable financial statements users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for annual periods beginning after December 15, 2017 with early adoption permitted on January 1, 2017 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We have certain contractual arrangements that include "take-or-pay" provisions. The fixed fees to which we have an unconditional right under these contracts could be subject to certain recognition changes and additional disclosure under ASU 2014-09. As we are in the process of evaluating the impact of the standard, we have not yet quantified the impact of adoption or determined the method of adoption. During 2017, we will perform the remainder of our implementation process, which will include quantification of impact, selection of adoption method and development of policies. We will adopt this guidance in the first quarter of 2018. In February 2016, the FASB issued ASU 2016-02, Leases. This ASU requires lessees to recognize lease assets and lease liabilities generated by contracts longer than a year on their balance sheet. The ASU also requires companies to disclose in the footnotes to their financial statements information about the amount, timing, and uncertainty for the payments they make for the lease agreements. ASU 2016-02 is effective for public companies for annual periods and interim periods within those annual periods beginning after December 31, 2018. Early adoption is permitted for all entities. We currently have significant long-term operating leases for rail cars and transload facilities. Pursuant to the adoption, we will record substantial liabilities and corresponding assets for these leases. While we are not yet in a position to assess the full impact of the application of this ASU, we expect that the impact of recording the lease liabilities and the corresponding additional assets will have a significant impact on our financial position and results of operations and related disclosures in the notes to our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations . This ASU provides guidance to entities to assist with evaluating when a set of transferred assets and activities (collectively, the "set") is a business and provides a screen to determine when a set is not a business. Under this ASU, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. We adopted this guidance in the second quarter of 2017 and applied it to our asset acquisition described in Note 2 - Asset Acquisition. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The following corporate costs were allocated to discontinued operations for all periods presented: • Interest on the revolver was allocated to the discontinued operations based on the allocation of debt between Sand and Fuel business. • Equity-based compensation costs recognized for the Fuel business employees were allocated to discontinued operations. • The taxes paid on behalf of the Fuel business were compiled by review of prior tax filings and payments. These amounts were allocated to discontinued operations. • General corporate overhead costs were not allocated to discontinued operations. Summarized results of the discontinued operations for the three and six months ended June 30, 2017 and 2016 are as follows : Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands) Revenues (1) $ — $ 101,982 $ — $ 182,463 Cost of goods sold (excluding depreciation, depletion and amortization) (1) — 93,844 — 169,544 Depreciation and amortization — — — 2,354 Selling, general and administrative expenses — 2,194 — 3,792 Interest expense, net — 686 — 1,283 Other expenses 2,657 — 2,657 — Income from discontinued operations before provision for income taxes (2,657 ) 5,258 (2,657 ) 5,490 Provision for income taxes — 5 — 11 Income from discontinued operations, net of taxes $ (2,657 ) $ 5,253 $ (2,657 ) $ 5,479 (1) Fuel revenues and cost of goods sold include excise taxes and similar taxes: $ — $ 13,405 $ — $ 26,488 The following table represents the gain on sale from the Fuel business recognized in the third quarter of 2016 (in thousands). Purchase price $ 167,736 Adjustments: Working capital true-up 3,398 Other adjustments (2,911 ) General escrow (7,000 ) Hydrotreater escrow (4,000 ) Other escrow (3,250 ) Net proceeds 153,973 Less: Net book value of assets and liabilities sold (125,317 ) Escrow receivable 10,597 Transaction costs including commissions (7,679 ) Other receivables 125 Gain on sale of Fuel business $ 31,699 The following table illustrates the various contract termination liabilities and exit and disposal reserves included in Accrued liabilities and Other long-term liabilities in our Condensed Consolidated Balance Sheets: ($ in thousands) Balance at December 31, 2016 $ 5,479 Accretion 121 Payments (85 ) Balance at June 30, 2017 $ 5,515 |
OTHER FINANCIAL DATA (Tables)
OTHER FINANCIAL DATA (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other Financial Data Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Sand finished goods $ 11,777 $ 9,631 Sand work in process 9,220 7,597 Sand raw materials and supplies 276 229 Total $ 21,273 $ 17,457 |
Schedule of Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Prepaid lease assets, current $ 2,577 $ 3,408 Prepaid insurance 968 826 Escrow receivable, current 468 5,253 Other 2,957 1,887 Total $ 6,970 $ 11,374 |
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Machinery and equipment (1) $ 92,849 $ 90,035 Buildings and improvements (1) 66,190 66,190 Land and improvements (1) 45,567 45,065 Mineral reserves 49,091 30,181 Construction in progress 4,272 1,878 Capitalized reclamation costs 2,521 2,445 Total cost 260,490 235,794 Accumulated depreciation and depletion 79,045 70,310 Net property, plant and equipment $ 181,445 $ 165,484 (1) Includes assets under capital lease |
Schedule of intangible assets other than goodwill | Our intangible assets consisted of the following: Cost Accumulated Amortization Net ($ in thousands) June 30, 2017: Patents $ 7,443 $ 4,691 $ 2,752 Supply and transportation agreements 569 169 400 Non-compete agreement 100 29 71 Total $ 8,112 $ 4,889 $ 3,223 December 31, 2016: Patents $ 7,443 $ 3,195 $ 4,248 Supply and transportation agreements 569 112 457 Non-compete agreement 100 24 76 Total $ 8,112 $ 3,331 $ 4,781 |
Schedule of other assets, net | Other assets, net consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Deferred lease asset (1) $ 8,801 $ 8,826 Prepaid lease assets, net of current portion (2) 8,450 8,616 Escrow receivable, non-current (3) 5,510 5,459 Other 2,448 2,429 Total $ 25,209 $ 25,330 (1) During 2016, we completed negotiations with various railcar lessors pursuant to which we terminated future orders of railcars, deferred future railcar deliveries and reduced and deferred payments on existing leases. The cost of deferring future railcar deliveries was recorded as a deferred lease asset. This asset will be amortized over the terms of the associated leases as those railcars enter service. (2) The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically five to seven years). This balance reflects the non-current portion of these capitalized costs. (3) Non-current receivables are recorded at net present value of estimated recoveries and will be adjusted as contingencies are resolved. See Note 3 - Discontinued Operations. |
Schedule of accrued liabilities | Accrued liabilities consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Sand purchases and royalties $ 3,430 $ 517 Fuel sale related-liabilities 2,474 2,784 Salaries and other employee-related 2,250 710 Current portion of business acquisition obligations 1,666 1,703 Deferred compensation 848 848 Sales, excise, property and income taxes 730 136 Accrued interest 430 641 Current portion of contract termination 210 160 Logistics 204 1,814 Other 1,734 2,316 Total $ 13,976 $ 11,629 |
Schedule of other long-term liabilities | Other long-term liabilities consisted of the following: June 30, 2017 December 31, 2016 ($ in thousands) Long-term promissory note $ 8,914 $ 8,480 Deferred lease obligation (1) 6,992 5,858 Contract and project terminations 5,305 5,319 Stock warrants 4,707 7,019 Asset retirement obligation 2,762 2,647 Other — 1,000 Total $ 28,680 $ 30,323 (1) We recognize lease expense for operating leases on a straight-line basis over the term of the lease, beginning on the date we take possession of the property. The difference between the cash paid to the lessor and the amount recognized as lease expense on a straight-line basis is included in deferred lease obligation |
Contract termination liabilities | The following corporate costs were allocated to discontinued operations for all periods presented: • Interest on the revolver was allocated to the discontinued operations based on the allocation of debt between Sand and Fuel business. • Equity-based compensation costs recognized for the Fuel business employees were allocated to discontinued operations. • The taxes paid on behalf of the Fuel business were compiled by review of prior tax filings and payments. These amounts were allocated to discontinued operations. • General corporate overhead costs were not allocated to discontinued operations. Summarized results of the discontinued operations for the three and six months ended June 30, 2017 and 2016 are as follows : Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands) Revenues (1) $ — $ 101,982 $ — $ 182,463 Cost of goods sold (excluding depreciation, depletion and amortization) (1) — 93,844 — 169,544 Depreciation and amortization — — — 2,354 Selling, general and administrative expenses — 2,194 — 3,792 Interest expense, net — 686 — 1,283 Other expenses 2,657 — 2,657 — Income from discontinued operations before provision for income taxes (2,657 ) 5,258 (2,657 ) 5,490 Provision for income taxes — 5 — 11 Income from discontinued operations, net of taxes $ (2,657 ) $ 5,253 $ (2,657 ) $ 5,479 (1) Fuel revenues and cost of goods sold include excise taxes and similar taxes: $ — $ 13,405 $ — $ 26,488 The following table represents the gain on sale from the Fuel business recognized in the third quarter of 2016 (in thousands). Purchase price $ 167,736 Adjustments: Working capital true-up 3,398 Other adjustments (2,911 ) General escrow (7,000 ) Hydrotreater escrow (4,000 ) Other escrow (3,250 ) Net proceeds 153,973 Less: Net book value of assets and liabilities sold (125,317 ) Escrow receivable 10,597 Transaction costs including commissions (7,679 ) Other receivables 125 Gain on sale of Fuel business $ 31,699 The following table illustrates the various contract termination liabilities and exit and disposal reserves included in Accrued liabilities and Other long-term liabilities in our Condensed Consolidated Balance Sheets: ($ in thousands) Balance at December 31, 2016 $ 5,479 Accretion 121 Payments (85 ) Balance at June 30, 2017 $ 5,515 |
Schedules of Concentration by trade account receivable balance | The trade receivables (as a percentage of total trade receivables) as of June 30, 2017 and December 31, 2016 from such significant customers are set forth below: June 30, 2017 December 31, 2016 Customer A 16 % 16 % Customer B 14 % 22 % Customer C 14 % * Customer D 12 % 13 % |
Schedule of Revenue by Major Customers, Continuing operations | The table shows the % of revenue our significant customers for our continuing operations represented for the six months ended June 30, 2017 and 2016 . June 30, 2017 June 30, 2016 Customer B 26 % 35 % Customer D 16 % * Customer E * 16 % |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Following is a summary of our long-term debt: June 30, 2017 December 31, 2016 ($ in thousands) Revolving credit facility $ 136,928 $ 140,701 Second lien term loan 40,000 — Less: Deferred financing costs, net (8,238 ) (6,689 ) Total long-term debt $ 168,690 $ 134,012 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions included in Consolidated Balance Sheets and Consolidated Statements of Operations | Related party transactions included in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations for continuing operations are summarized in the following table: Six Months Ended June 30, 2017 2016 ($ in thousands) Wages and employee-related costs (1) $ 8,263 $ 5,114 Wages and employee-related costs for discontinued operations for June 30, 2016 was $4.0 million . June 30, 2017 December 31, 2016 ($ in thousands) Accounts receivable $ — $ 371 Accounts payable and accrued liabilities $ 574 $ 436 (1) We do not have any employees. 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. |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of awards granted during the period | The following table summarizes awards granted during the six months ended June 30, 2017 . Total Phantom Restricted Fair Value per Unit Outstanding at December 31, 2016 289,607 213,851 75,756 $ 13.09 Granted 54,791 31,750 23,041 $ 12.76 Vested (91,156 ) (15,400 ) (75,756 ) $ 11.75 Forfeitures (12,000 ) (12,000 ) — $ — Outstanding at June 30, 2017 241,242 218,201 23,041 $ 13.30 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of composition of provision for income taxes | The composition of our provision for income taxes for continuing operations is as follows: Six Months Ended June 30, 2017 2016 ($ in thousands) Texas margin tax $ — $ 20 Canadian income tax — 1 Total provision for income taxes $ — $ 21 |
EARNINGS PER COMMON UNIT (Table
EARNINGS PER COMMON UNIT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings per unit | Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 ($ in thousands, except unit and per unit data) Net income (loss) from continuing operations $ (3,425 ) $ (28,150 ) $ (14,815 ) $ (62,591 ) Net income (loss) from discontinued operations (2,657 ) 5,253 (2,657 ) 5,479 Net Income (loss) $ (6,082 ) $ (22,897 ) $ (17,472 ) $ (57,112 ) Weighted average number of common units outstanding - basic and diluted 30,147,725 24,129,418 30,104,613 24,125,320 Basic and diluted earnings (loss) per unit: Earnings (loss) per common unit from continuing operations $ (0.11 ) $ (1.17 ) $ (0.49 ) $ (2.59 ) Earnings (loss) per common unit from discontinued operations (0.09 ) 0.22 (0.09 ) 0.23 Basic and diluted earnings (loss) per common unit $ (0.20 ) $ (0.95 ) $ (0.58 ) $ (2.36 ) |
RECURRING FAIR VALUE MEASUREM26
RECURRING FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of interest rate swap agreements entered during the period | 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 1.33200% 1 Month LIBOR Nov. 7, 2013 Oct. 14, 2014 Oct. 16, 2017 $25,000,000 1.25500% 1 Month LIBOR Nov. 21, 2013 Oct. 14, 2014 Oct. 16, 2017 $20,000,000 1.21875% 1 Month LIBOR |
Schedule of fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets | The fair values of outstanding derivative instruments and warrant and their classifications within our Condensed Consolidated Balance Sheets are summarized as follows: June 30, 2017 December 31, 2016 Classification ($ in thousands) Interest rate swaps $ 13 $ 227 Accrued liabilities Warrant liability $ 4,707 $ 7,019 Other long-term liabilities |
Schedule of effect of derivative instruments on Condensed Consolidated Statements of Operations | 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Classification ((income) expense $ in thousands) Interest rate swaps $ (8 ) $ 152 $ (64 ) 563 Interest expense, net Commodity derivative contracts — 682 — 701 Income from discontinued operations Warrant (3,008 ) — (2,312 ) — Other expense (income) $ (3,016 ) $ 834 $ (2,376 ) $ 1,264 |
SUPPLEMENTAL CASH FLOW DISCLO27
SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental disclosures of Consolidated Statements of Cash Flows | The following supplemental disclosures may assist in the understanding of our Condensed Consolidated Statements of Cash Flows: Six Months Ended June 30, 2017 2016 ($ in thousands) Cash paid for interest $ 6,934 $ 11,438 Cash paid for income taxes, net of refunds $ 15 $ (67 ) Purchases of PP&E accrued but not paid at period-end $ 1,115 $ 180 Purchases of PP&E accrued in a prior period and paid in the current period $ 170 $ 3,364 |
ORGANIZATION AND BASIS OF PRE28
ORGANIZATION AND BASIS OF PRESENTATION - Sale of Fuel Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Aug. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Escrow deposit | $ 468 | $ 468 | $ 5,253 | |||
Income (loss) from discontinued operations, net of taxes | (2,657) | $ 5,253 | $ (2,657) | $ 5,479 | ||
Fuel Business | Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ 167,736 | |||||
Escrow deposit | $ 14,250 | |||||
Receipt of escrow deposit | $ 2,250 |
ASSET ACQUISITION (Details)
ASSET ACQUISITION (Details) - USD ($) | Apr. 12, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 3,403,000 | $ 11,010,000 | |
Second lien senior secured term loan facility | Term loan | |||
Business Acquisition [Line Items] | |||
Face amount | $ 40,000,000 | ||
Osburn Materials | |||
Business Acquisition [Line Items] | |||
Cash consideration paid | 20,000,000 | ||
Transaction costs | $ 434,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total income (loss) from discontinued operations, net of tax | $ (2,657) | $ 5,253 | $ (2,657) | $ 5,479 |
Fuel Business | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues (1) | 0 | 101,982 | 0 | 182,463 |
Cost of goods sold (excluding depreciation, depletion and amortization) (1) | 0 | 93,844 | 0 | 169,544 |
Depreciation and amortization | 0 | 0 | 0 | 2,354 |
Selling, general and administrative expenses | 0 | 2,194 | 0 | 3,792 |
Interest expense, net | 0 | 686 | 0 | 1,283 |
Disposal Group, Including Discontinued Operation, Other Expense | 2,657 | 0 | 2,657 | 0 |
Income from discontinued operations before provision for income taxes | (2,657) | 5,258 | (2,657) | 5,490 |
Provision for income taxes | 0 | 5 | 0 | 11 |
Income (loss) from discontinued operations, net of taxes | (2,657) | 5,253 | (2,657) | 5,479 |
Excise and Sales Taxes | $ 0 | $ 13,405 | $ 0 | $ 26,488 |
DISCONTINUED OPERATIONS - Sale
DISCONTINUED OPERATIONS - Sale of Fuel business (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow deposit | $ 468 | $ 5,253 | ||
Write-down of escrow receivable | 2,657 | $ 0 | ||
Fuel Business | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow deposit | $ 14,250 | |||
Purchase price | 167,736 | |||
Working capital true-up | 3,398 | |||
Other adjustments | (2,911) | |||
General escrow | 7,000 | |||
Hydrotreater escrow | (4,000) | |||
Other escrow | (3,250) | |||
Net proceeds | 153,973 | |||
Net book value of assets and liabilities sold | (125,317) | |||
Escrow receivable | (10,597) | |||
Transaction costs including commissions | 7,679 | |||
Other receivables | 125 | |||
Gain on sale of Fuel business | $ 31,699 | |||
Fuel Business | Disposed of by Sale | General escrow [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow repayment date | 54 months | |||
Escrow deposit | $ 7,000 | |||
Fuel Business | Disposed of by Sale | Hydrotreator escrow [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow repayment date | 60 days | |||
Escrow deposit | $ 4,000 | |||
Write-down of escrow receivable | 2,500 | |||
Fuel Business | Disposed of by Sale | Renewable Fuel Standard escrow [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow deposit | 2,250 | |||
Fuel Business | Disposed of by Sale | Pipeline escrow [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow deposit | $ 1,000 | $ 850 |
OTHER FINANCIAL DATA - Private
OTHER FINANCIAL DATA - Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 15, 2017 | Nov. 03, 2016 | Aug. 08, 2016 | Aug. 15, 2016 | Jun. 02, 2016 |
Class of Warrant or Right [Line Items] | |||||
Aggregate Principal Amount | $ 20 | ||||
Exercise price of warrants (in dollars per unit) | $ 10.82 | $ 10.82 | $ 4.77 | ||
Number of securities called by warrants (in units) | 890,000 | 890,000 | 370,000 | ||
Units Issued (in units) | 985,222 | 993,049 |
OTHER FINANCIAL DATA - Public O
OTHER FINANCIAL DATA - Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 23, 2016 | Dec. 31, 2016 |
Public Offering [Abstract] | ||
Partners' Capital Account, Units, Sold in Public Offering | 3,400,000 | |
Shares Issued, Price Per Share | $ 10 | |
Stock Issued During Period Shares New Issues Underwriters Exercise of over Allotment Option | 510,000 | |
Proceeds from Issuance of Common Stock | $ 36.9 |
OTHER FINANCIAL DATA - Allowanc
OTHER FINANCIAL DATA - Allowance for Doubtful Accounts and Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Inventories | ||||
Allowance for doubtful accounts | $ 3,100 | |||
Inventories | $ 21,273 | 17,457 | ||
Write-down of inventory | $ 5,400 | 0 | $ 5,394 | |
Continuing Operations | ||||
Inventories | ||||
Allowance for doubtful accounts | 0 | |||
Sand finished goods | 11,777 | 9,631 | ||
Sand work in process | 9,220 | 7,597 | ||
Sand raw materials and supplies | 276 | 229 | ||
Inventories | $ 21,273 | $ 17,457 |
OTHER FINANCIAL DATA - Prepaid
OTHER FINANCIAL DATA - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Other Financial Data Disclosure [Abstract] | ||
Prepaid lease assets, current | $ 2,577 | $ 3,408 |
Prepaid insurance | 968 | 826 |
Escrow receivable, current | 468 | 5,253 |
Other | 2,957 | 1,887 |
Prepaid Expense and Other Assets, Current | $ 6,970 | $ 11,374 |
OTHER FINANCIAL DATA - Property
OTHER FINANCIAL DATA - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property, plant and equipment | |||
Net property, plant and equipment | $ 181,445 | $ 165,484 | |
Non-current assets held for sale | 202 | 371 | |
Depreciation and depletion expense | $ 9,100 | ||
Continuing Operations | |||
Property, plant and equipment | |||
Total cost | 260,490 | 235,794 | |
Accumulated depreciation and depletion | 79,045 | 70,310 | |
Net property, plant and equipment | 181,445 | 165,484 | |
Depreciation and depletion expense | 8,800 | $ 8,300 | |
Continuing Operations | Machinery and equipment | |||
Property, plant and equipment | |||
Total cost | 92,849 | 90,035 | |
Continuing Operations | Buildings and improvements | |||
Property, plant and equipment | |||
Total cost | 66,190 | 66,190 | |
Continuing Operations | Land and improvements | |||
Property, plant and equipment | |||
Total cost | 45,567 | 45,065 | |
Continuing Operations | Mineral reserves | |||
Property, plant and equipment | |||
Total cost | 49,091 | 30,181 | |
Continuing Operations | Construction in progress | |||
Property, plant and equipment | |||
Total cost | 4,272 | 1,878 | |
Continuing Operations | Capitalized reclamation costs | |||
Property, plant and equipment | |||
Total cost | $ 2,521 | $ 2,445 |
OTHER FINANCIAL DATA - Intangib
OTHER FINANCIAL DATA - Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Intangible Assets Other Than Goodwill | |||
Net | $ 3,223 | $ 4,781 | |
Amortization expense | 1,600 | $ 3,000 | |
Continuing Operations | |||
Intangible Assets Other Than Goodwill | |||
Cost | 8,112 | 8,112 | |
Accumulated Amortization | 4,889 | 3,331 | |
Net | 3,223 | 4,781 | |
Amortization expense | $ 1,500 | ||
Continuing Operations | Patents | |||
Intangible Assets Other Than Goodwill | |||
Cost | 7,443 | 7,443 | |
Accumulated Amortization | 4,691 | 3,195 | |
Net | 2,752 | 4,248 | |
Continuing Operations | Supply and transportation agreements | |||
Intangible Assets Other Than Goodwill | |||
Cost | 569 | 569 | |
Accumulated Amortization | 169 | 112 | |
Net | 400 | 457 | |
Continuing Operations | Non-compete agreement | |||
Intangible Assets Other Than Goodwill | |||
Cost | 100 | 100 | |
Accumulated Amortization | 29 | 24 | |
Net | $ 71 | $ 76 |
OTHER FINANCIAL DATA - Other As
OTHER FINANCIAL DATA - Other Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | ||
Schedule of Other Assets [Line Items] | |||
Deferred lease asset | [1] | $ 8,801 | $ 8,826 |
Prepaid lease assets, net of current portion | [2] | 8,450 | 8,616 |
Escrow receivable, non-current | [3] | 5,510 | 5,459 |
Other | 2,448 | 2,429 | |
Total | $ 25,209 | $ 25,330 | |
Minimum | |||
Schedule of Other Assets [Line Items] | |||
Capitalized transportation costs, amortization period | 5 years | ||
Maximum | |||
Schedule of Other Assets [Line Items] | |||
Capitalized transportation costs, amortization period | 7 years | ||
[1] | During 2016, we completed negotiations with various railcar lessors pursuant to which we terminated future orders of railcars, deferred future railcar deliveries and reduced and deferred payments on existing leases. The cost of deferring future railcar deliveries was recorded as a deferred lease asset. This asset will be amortized over the terms of the associated leases as those railcars enter service. | ||
[2] | The cost to transport leased railcars from the manufacturer to our site for initial placement in service is capitalized and amortized over the term of the lease (typically five to seven years). This balance reflects the non-current portion of these capitalized costs. | ||
[3] | Non-current receivables are recorded at net present value of estimated recoveries and will be adjusted as contingencies are resolved. See Note 3 - Discontinued Operations. |
OTHER FINANCIAL DATA - Schedule
OTHER FINANCIAL DATA - Schedule of Other Liabitlies (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Accrued Liabilities | ||
Sand purchases and royalties | $ 3,430 | $ 517 |
Fuel sale related-liabilities | 2,474 | 2,784 |
Salaries and other employee-related | 2,250 | 710 |
Current portion of business acquisition obligations | 1,666 | 1,703 |
Deferred compensation | 848 | 848 |
Sales, excise, property and income taxes | 730 | 136 |
Accrued interest | 430 | 641 |
Current portion of contract termination | 210 | 160 |
Logistics | 204 | 1,814 |
Other | 1,734 | 2,316 |
Accrued liabilities | $ 13,976 | $ 11,629 |
OTHER FINANCIAL DATA OTHER FINA
OTHER FINANCIAL DATA OTHER FINANCIAL DATA - Other Long-term Liabilities and Long-term Promissory Note (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Aug. 15, 2016 | Aug. 08, 2016 | Jun. 02, 2016 | |
Other Financial Data Disclosure [Abstract] | |||||||
Long-term promissory note | $ 8,914 | $ 8,480 | |||||
Contract and project terminations | [1] | 6,992 | 5,858 | ||||
Stock warrants | 5,305 | 5,319 | |||||
Deferred lease obligation (1) | 4,707 | 7,019 | |||||
Asset retirement obligation | 2,762 | 2,647 | |||||
Other | 0 | 1,000 | |||||
Total | $ 28,680 | $ 30,323 | |||||
Debt Instrument [Line Items] | |||||||
Number of securities called by warrants (in units) | 890,000 | 890,000 | 370,000 | ||||
Payment in Kind (PIK) Note | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 8,000 | ||||||
Interest rate, stated percentage | 10.00% | ||||||
[1] | We recognize lease expense for operating leases on a straight-line basis over the term of the lease, beginning on the date we take possession of the property. The difference between the cash paid to the lessor and the amount recognized as lease expense on a straight-line basis is included in deferred lease obligation |
OTHER FINANCIAL DATA - Contract
OTHER FINANCIAL DATA - Contract and Project Terminations (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
contract termination charges accrued | $ 4,000 | |
Debt term | 30 days | |
Schedule of contract termination liabilities [Roll Forward] | ||
Balance at December 31, 2016 | $ 5,479 | |
Accretion | 121 | |
Payments | (85) | |
Balance at June 30, 2017 | $ 5,515 | $ 5,479 |
Unsecured Debt | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Face amount | $ 4,000 | |
Interest rate, stated percentage | 5.00% |
OTHER FINANCIAL DATA - Mining a
OTHER FINANCIAL DATA - Mining and Wet Sand Processing Agreement, Fair Value and Retirement Plan (Details) - USD ($) | Aug. 08, 2016 | Jun. 02, 2016 | Apr. 30, 2014 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Aug. 15, 2016 |
Mining and wet sand processing agreement [Abstract] | ||||||||
Purchase commitment, period of contract | 5 years | |||||||
Capital leased assets and corresponding capital lease obligation | $ 3,300,000 | $ 3,300,000 | ||||||
Number of securities called by warrants (in units) | 890,000 | 370,000 | 890,000 | |||||
Exercise period | 6 years | 5 years | ||||||
Exercise price of warrants (in dollars per unit) | $ 10.82 | $ 4.77 | $ 10.82 | |||||
Fair value of warrants (in dollars per unit) | $ 5.56 | $ 2.45 | $ 5.56 | |||||
Deferred lease obligation (1) | 4,707,000 | 4,707,000 | $ 7,019,000 | |||||
Unrealized gain on fair value of warrant | $ 3,000,000 | $ (2,312,000) | $ 0 | |||||
Retirement plan | ||||||||
Percentage of employers matching contribution for participants' contributions | 100.00% | |||||||
Maximum | ||||||||
Retirement plan | ||||||||
Percentage of employers matching contribution for participants' pay (up to 5%) | 5.00% | |||||||
Continuing Operations | ||||||||
Retirement plan | ||||||||
Employer contributions | $ 105,045 | 177,000 | ||||||
Discontinued Operations, Held-for-sale | ||||||||
Retirement plan | ||||||||
Employer contributions | $ 118,000 |
OTHER FINANCIAL DATA - Concentr
OTHER FINANCIAL DATA - Concentration of Credit Risk (Details) - Customer concentration risk | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Accounts Receivable | Customer A | ||
Concentration of Credit Risk | ||
Concentration of risk percentage | 16.00% | 16.00% |
Accounts Receivable | Customer B | ||
Concentration of Credit Risk | ||
Concentration of risk percentage | 14.00% | 22.00% |
Accounts Receivable | Customer C | ||
Concentration of Credit Risk | ||
Concentration of risk percentage | 14.00% | |
Accounts Receivable | Customer D | ||
Concentration of Credit Risk | ||
Concentration of risk percentage | 12.00% | 13.00% |
Continuing Operations | Net accounts receivable balance | Customer B | ||
Concentration of Credit Risk | ||
Concentration of risk percentage | 26.00% | 35.00% |
Continuing Operations | Net accounts receivable balance | Customer D | ||
Concentration of Credit Risk | ||
Concentration of risk percentage | 16.00% | |
Continuing Operations | Net accounts receivable balance | Customer E | ||
Concentration of Credit Risk | ||
Concentration of risk percentage | 16.00% |
OTHER FINANCIAL DATA OTHER FI44
OTHER FINANCIAL DATA OTHER FINANCIAL DATA - Geographical Data and Interim Indicators of Impairment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 82,602,000 | $ 24,825,000 | $ 157,946,000 | $ 54,495,000 | |
Other than US | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-Lived Assets | $ 0 | ||||
CANADA | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 7,800,000 | $ 8,000,000 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) | Apr. 12, 2017USD ($) | Aug. 31, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2018 | Jun. 30, 2019USD ($) | Apr. 12, 2022 | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||
Less: Deferred financing costs, net | $ (8,238,000) | |||||||
Total long-term debt | 168,690,000 | $ 134,012,000 | ||||||
Second lien senior secured term loan facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Second lien term loan | 40,000,000 | 0 | ||||||
Credit Agreement Amendment Eleven | ||||||||
Other disclosures | ||||||||
Amount of excess availability under the Credit Agreement | $ 15,000,000 | |||||||
Line of Credit Facility, Covenant Terms, Net Proceeds from Issuance of Common Stock | $ 31,200,000 | |||||||
Credit Agreement Amendment Eleven | Minimum | ||||||||
Other disclosures | ||||||||
Covenant Terms, Interest Coverage Ratio | 2 | |||||||
Credit Agreement Amendment Eleven | Maximum | ||||||||
Other disclosures | ||||||||
Covenant Terms, Interest Coverage Ratio | 3 | |||||||
Letter of Credit | ||||||||
Other disclosures | ||||||||
Commitment fee (as a percent) | 0.375% | |||||||
Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Second lien term loan | $ 136,928,000 | 140,701,000 | ||||||
Less: Deferred financing costs, net | $ (6,689,000) | |||||||
Second lien senior secured term loan facility | ||||||||
Other disclosures | ||||||||
Weighted-average interest rate (as a percent) | 11.16% | |||||||
Credit Agreement Amendment Eleven | Base commercial lending rate | ||||||||
Other disclosures | ||||||||
Basis points (as a percent) | 4.00% | |||||||
Credit Agreement Amendment Eleven | LIBOR | ||||||||
Other disclosures | ||||||||
Basis points (as a percent) | 5.00% | |||||||
Revolving credit facility | ||||||||
Other disclosures | ||||||||
Weighted-average interest rate (as a percent) | 6.51% | |||||||
Amount of excess availability under the Credit Agreement | $ 125,000,000 | |||||||
Amount available under the facility | $ 43,600,000 | |||||||
Credit Agreement Amendment Eleven | Letter of Credit | ||||||||
Other disclosures | ||||||||
Maximum borrowing capacity | $ 20,000,000 | |||||||
Amendment No. 12 | Revolving credit facility | ||||||||
Other disclosures | ||||||||
Maximum borrowing capacity | $ 190,000,000 | |||||||
Second lien senior secured term loan facility | Term loan | ||||||||
Other disclosures | ||||||||
Amount of excess availability under the Credit Agreement | 12,750,000 | |||||||
Face amount | $ 40,000,000 | |||||||
Minimum EBITDA | $ 637,500 | |||||||
Second lien senior secured term loan facility | Term loan | Base commercial lending rate | ||||||||
Other disclosures | ||||||||
Basis points (as a percent) | 9.00% | |||||||
Second lien senior secured term loan facility | Term loan | LIBOR | ||||||||
Other disclosures | ||||||||
Basis points (as a percent) | 10.00% | |||||||
Forecast | Second lien senior secured term loan facility | Term loan | ||||||||
Other disclosures | ||||||||
Covenant Terms, Interest Coverage Ratio | 1.70 | 2.55 | ||||||
Minimum EBITDA | $ 50,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2017USD ($)empoyee | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Related Party Transaction [Line Items] | ||||
Accounts receivable | $ 0 | $ 371 | ||
Accounts payable and accrued liabilities | $ 574 | $ 436 | ||
Number of employees | empoyee | 0 | |||
Disposed of by Sale | Fuel Business | ||||
Related Party Transaction [Line Items] | ||||
Wages and employee-related costs | [1] | $ 4,000 | ||
Continuing Operations | ||||
Related Party Transaction [Line Items] | ||||
Wages and employee-related costs | [1] | $ 8,263 | $ 5,114 | |
[1] | We do not have any employees. 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. |
EQUITY-BASED COMPENSATION (Deta
EQUITY-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | May 14, 2013 | Jul. 31, 2014 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2013 |
Equity-based compensation | ||||||
Non-cash equity-based compensation recorded in selling, general and administrative expenses (in dollars) | $ 677 | $ 136 | ||||
Unrecognized compensation expense | $ 1,600 | $ 1,600 | ||||
Weighted average period during which compensation expense will be recognized | 10 months 24 days | |||||
Continuing Operations | ||||||
Equity-based compensation | ||||||
Non-cash equity-based compensation recorded in selling, general and administrative expenses (in dollars) | $ (100) | |||||
LTIP | ||||||
Equity-based compensation | ||||||
Number of common units authorized for issuance (in units) | 2,321,968 | |||||
Number of common units granted during period (in units) | 54,791 | |||||
Total Units | ||||||
Outstanding, beginning balance (in units) | 289,607 | |||||
Granted (in units) | 54,791 | |||||
Vested (in units) | (91,156) | |||||
Forfeiture (in units) | (12,000) | |||||
Outstanding, ending balance (in units) | 241,242 | 241,242 | ||||
Fair Value per Unit at Award Date | ||||||
Outstanding, beginning balance (in dollars per unit) | $ 13.09 | |||||
Granted (in dollars per unit) | 12.76 | |||||
Vested (in dollars per unit) | 11.75 | |||||
Forfeitures (in dollars per unit) | 0 | |||||
Outstanding, ending balance (in dollars per unit) | $ 13.30 | $ 13.30 | ||||
LTIP | Phantom Units | ||||||
Equity-based compensation | ||||||
Vesting period | 1 year | |||||
Number of common units granted during period (in units) | 31,750 | |||||
Total Units | ||||||
Outstanding, beginning balance (in units) | 213,851 | |||||
Granted (in units) | 31,750 | |||||
Vested (in units) | (90,686) | (15,400) | ||||
Forfeiture (in units) | (12,000) | |||||
Outstanding, ending balance (in units) | 218,201 | 218,201 | ||||
LTIP | Phantom Units | Units vesting in one year | ||||||
Equity-based compensation | ||||||
Units vested (as a percent) | 50.00% | |||||
LTIP | Phantom Units | Units vesting in two years | ||||||
Equity-based compensation | ||||||
Units vested (as a percent) | 50.00% | |||||
LTIP | Phantom Units | Half vesting when the per unit closing price increases | ||||||
Equity-based compensation | ||||||
Units vested (as a percent) | 50.00% | |||||
LTIP | Phantom Units | Half vesting when per unit closing price doubles | ||||||
Equity-based compensation | ||||||
Units vested (as a percent) | 50.00% | |||||
LTIP | Phantom Units | Other employees | ||||||
Equity-based compensation | ||||||
Vesting period | 55 months | |||||
LTIP | Phantom Units | Other employees | Minimum | ||||||
Equity-based compensation | ||||||
Vesting period | 24 months | |||||
LTIP | Phantom Units | Other employees | Maximum | ||||||
Equity-based compensation | ||||||
Vesting period | 36 months | |||||
LTIP | Phantom Units | Consultant | ||||||
Equity-based compensation | ||||||
Period within which distributions are payable following the date on which the award vests | 45 days | |||||
Unpaid liability for distribution equivalent rights | $ 800 | $ 800 | ||||
LTIP | Phantom Units | Officers and certain employees | ||||||
Equity-based compensation | ||||||
Number of common units granted during period (in units) | 31,750 | |||||
Total Units | ||||||
Granted (in units) | 31,750 | |||||
LTIP | Phantom Units | Officers and certain employees | Minimum | ||||||
Equity-based compensation | ||||||
Vesting period | 2 years | |||||
LTIP | Phantom Units | Officers and certain employees | Maximum | ||||||
Equity-based compensation | ||||||
Vesting period | 3 years | |||||
LTIP | Restricted Units | ||||||
Equity-based compensation | ||||||
Number of common units granted during period (in units) | 23,041 | |||||
Total Units | ||||||
Outstanding, beginning balance (in units) | 75,756 | |||||
Granted (in units) | 23,041 | |||||
Vested (in units) | (75,756) | |||||
Forfeiture (in units) | 0 | |||||
Outstanding, ending balance (in units) | 23,041 | 23,041 |
INCOME TAXES - Continuing Opera
INCOME TAXES - Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Composition of provision for income taxes | ||||
Texas margin tax | $ 0 | $ 20 | ||
Canadian income tax | 0 | 1 | ||
Total provision for income taxes | $ 0 | $ 1 | $ 0 | $ 21 |
Effective margin tax rate (as a percent) | 0.75% |
INCOME TAXES INCOME TAXES (Deta
INCOME TAXES INCOME TAXES (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure Discontinued Operations [Abstract] | |
Effective margin tax rate (as a percent) | 0.75% |
EARNINGS PER COMMON UNIT (Detai
EARNINGS PER COMMON UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Earnings per common unit | |||||
Net income (loss) from continuing operations | $ (3,425) | $ (28,150) | $ (14,815) | $ (62,591) | |
Net income (loss) from discontinued operations | (2,657) | 5,253 | (2,657) | 5,479 | |
Net income (loss) | $ (6,082) | $ (22,897) | $ (17,472) | $ (57,112) | |
Weighted average number of common units outstanding - basic and diluted (in shares) | [1] | 30,147,725 | 24,129,418 | 30,104,613 | 24,125,320 |
Basic and diluted earnings (loss) per unit: | |||||
Earnings (loss) per common unit from continuing operations | [1] | $ (0.11) | $ (1.17) | $ (0.49) | $ (2.59) |
Earnings (loss) per common unit from discontinued operations | [1] | (0.09) | 0.22 | (0.09) | 0.23 |
Basic and diluted earnings (loss) per common unit | [1] | $ (0.20) | $ (0.95) | $ (0.58) | $ (2.36) |
Phantom Units | |||||
Earnings per common unit | |||||
Outstanding phantom units excluded from computation of earnings per common unit (in units) | 93,806 | ||||
[1] | See Note 9. |
RECURRING FAIR VALUE MEASUREM51
RECURRING FAIR VALUE MEASUREMENTS - Narrative (Details) | Aug. 08, 2016$ / sharesshares | Jun. 02, 2016$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2017Instrument | Dec. 31, 2016Instrument | Aug. 15, 2016$ / sharesshares | Nov. 21, 2013USD ($) | Nov. 07, 2013USD ($) | Nov. 01, 2013USD ($) |
Derivative instruments | |||||||||||
Number of securities called by warrants (in units) | shares | 890,000 | 370,000 | 890,000 | ||||||||
Exercise price of warrants (in dollars per unit) | $ / shares | $ 10.82 | $ 4.77 | $ 10.82 | ||||||||
Exercise period | 6 years | 5 years | |||||||||
Fair value of warrants (in dollars per unit) | $ / shares | $ 5.56 | $ 2.45 | $ 5.56 | ||||||||
Unrealized gain on fair value of warrant | $ | $ 3,000,000 | $ (2,312,000) | $ 0 | ||||||||
Non designated | Interest rate swaps | |||||||||||
Derivative instruments | |||||||||||
Number of instruments held | Instrument | 3 | ||||||||||
Notional Amount | $ | $ 20,000,000 | $ 25,000,000 | $ 25,000,000 | ||||||||
Fixed rate (as a percent) | 1.21875% | 1.255% | 1.332% | ||||||||
Non designated | Commodity derivative contracts | |||||||||||
Derivative instruments | |||||||||||
Number of instruments held | Instrument | 0 |
RECURRING FAIR VALUE MEASUREM52
RECURRING FAIR VALUE MEASUREMENTS - Balance Sheet Classifications (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets | ||
Warrant liability | $ 4,707 | $ 7,019 |
Other long-term liabilities | ||
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets | ||
Warrant liability | 4,707 | 7,019 |
Non designated | Interest rate swaps | Accrued liabilities | ||
Fair values of outstanding derivative instruments and their classifications within Consolidated Balance Sheets | ||
Derivative liabilities | $ 13 | $ 227 |
RECURRING FAIR VALUE MEASUREM53
RECURRING FAIR VALUE MEASUREMENTS - Effect on Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Gain or loss on derivative instruments | ||||
Unrealized gain on fair value of warrant | $ 3,000 | $ (2,312) | $ 0 | |
Other expense (income) | ||||
Gain or loss on derivative instruments | ||||
Unrealized gain on fair value of warrant | (3,008) | $ 0 | (2,312) | 0 |
Non designated | ||||
Gain or loss on derivative instruments | ||||
Loss or gain on derivatives | (3,016) | 834 | (2,376) | 1,264 |
Non designated | Interest rate swaps | Interest expense, net | ||||
Gain or loss on derivative instruments | ||||
Loss or gain on derivatives | (8) | 152 | (64) | 563 |
Non designated | Commodity derivative contracts | Income from discontinued operations | ||||
Gain or loss on derivative instruments | ||||
Loss or gain on derivatives | $ 0 | $ 682 | $ 0 | $ 701 |
SUPPLEMENTAL CASH FLOW DISCLO54
SUPPLEMENTAL CASH FLOW DISCLOSURES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 6,934 | $ 11,438 |
Income Taxes Paid, Net | 15 | (67) |
Purchases of PP&E accrued but not paid at period-end | 1,115 | 180 |
Purchases of PP&E accrued in a prior period and paid in the current period | $ 170 | $ 3,364 |