Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 21, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'USDP | ' |
Entity Registrant Name | 'USD PARTNERS LP | ' |
Entity Central Index Key | '0001610682 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 10,213,545 |
Subordinated Units [Member] | ' | ' |
Document Information [Line Items] | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 10,463,545 |
Class A Units [Member] | ' | ' |
Document Information [Line Items] | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 250,000 |
General Partner [Member] | ' | ' |
Document Information [Line Items] | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 427,083 |
Condensed_Combined_Balance_She
Condensed Combined Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $28,155 | $6,151 |
Accounts receivable, net of allowance for doubtful accounts of $1.5 million in 2014 and $0 in 2013 | 4,327 | 1,587 |
Accounts receivable - related party | ' | 402 |
Prepaid rent, current portion | 3,504 | 983 |
Prepaid expenses and other current assets | 909 | 1,977 |
Derivative asset, current portion | 796 | ' |
Current assets - discontinued operations | 453 | 30,076 |
Total current assets | 38,144 | 41,176 |
Property and equipment, net | 90,267 | 61,364 |
Prepaid rent, net of current portion | 3,942 | 4,278 |
Deferred financing costs, net | 823 | 450 |
Derivative asset, net of current portion | 245 | ' |
Total assets | 133,421 | 107,268 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 4,401 | 7,073 |
Loan from parent | ' | 50,991 |
Credit facility, current portion | 97,845 | ' |
Deferred revenue, current portion | 10,217 | 1,563 |
Deferred revenue, current portion - related party | 530 | ' |
Other current liabilities | 2,126 | 3,656 |
Current liabilities - discontinued operations | 2,412 | 5,835 |
Total current liabilities | 117,531 | 69,118 |
Credit facility, net of current portion | ' | 30,000 |
Deferred revenue, net of current portion | 4,243 | 4,585 |
Deferred revenue - related party, net of current portion | 1,940 | 962 |
Commitments and contingencies | ' | ' |
Owner's equity | 9,707 | 2,603 |
Total liabilities and owner's equity | $133,421 | $107,268 |
Condensed_Combined_Balance_She1
Condensed Combined Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $1.50 | $0 |
Condensed_Combined_Statements_
Condensed Combined Statements of Operations And Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Fleet leases | $2,189 | $2,400 | $6,785 | $10,946 |
Freight and other reimbursables | 123 | 176 | 1,825 | 944 |
Total revenues | 12,986 | 5,133 | 23,907 | 18,513 |
Operating costs: | ' | ' | ' | ' |
Selling, general & administrative | 3,215 | 1,843 | 7,028 | 3,887 |
Depreciation | 1,083 | 125 | 1,337 | 376 |
Total operating costs | 10,963 | 5,018 | 23,656 | 17,571 |
Operating income | 2,023 | 115 | 251 | 942 |
Interest expense, net | 1,525 | 880 | 3,509 | 2,525 |
Gain associated with derivative instruments | -1,375 | ' | -573 | ' |
Foreign currency transaction loss | 2,991 | ' | 3,679 | ' |
Loss from continuing operations before provision for income taxes | -1,118 | -765 | -6,364 | -1,583 |
Provision for income taxes | 61 | 5 | 85 | 22 |
Loss from continuing operations | -1,179 | -770 | -6,449 | -1,605 |
Discontinued operations: | ' | ' | ' | ' |
Income (loss) from discontinued operations, net of tax | -183 | 224 | -152 | 722 |
Gain on sale of discontinued operations | ' | 874 | ' | 7,279 |
Net income (loss) | -1,362 | 328 | -6,601 | 6,396 |
Other comprehensive income - foreign currency translation | -663 | -149 | 607 | 188 |
Comprehensive income (loss) | -2,025 | 179 | -5,994 | 6,584 |
Related Party [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Freight and other reimbursables | 207 | ' | 426 | ' |
Terminalling Services [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Revenues | 7,873 | 1,647 | 11,321 | 5,338 |
Terminalling Services [Member] | Related Party [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Revenues | 1,314 | ' | 1,314 | ' |
Railroad Incentives [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Revenues | 577 | ' | 577 | ' |
Fleet Services [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Revenues | 337 | 440 | 575 | 539 |
Fleet Services [Member] | Related Party [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Revenues | 366 | 470 | 1,084 | 746 |
Subcontracted Rail Services [Member] | ' | ' | ' | ' |
Operating costs: | ' | ' | ' | ' |
Operating costs | 2,486 | 474 | 4,595 | 1,418 |
Pipeline Fees [Member] | ' | ' | ' | ' |
Operating costs: | ' | ' | ' | ' |
Operating costs | 1,660 | ' | 1,660 | ' |
Fleet Leases [Member] | ' | ' | ' | ' |
Operating costs: | ' | ' | ' | ' |
Operating costs | 2,189 | 2,400 | 6,785 | 10,946 |
Freight And Other Reimbursables [Member] | ' | ' | ' | ' |
Operating costs: | ' | ' | ' | ' |
Operating costs | $330 | $176 | $2,251 | $944 |
Condensed_Combined_Statements_1
Condensed Combined Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($6,601) | $6,396 |
Loss (income) from discontinued operations | 152 | -722 |
Gain on sale of discontinued operations | ' | -7,279 |
Loss from continuing operations | -6,449 | -1,605 |
Adjustments to reconcile loss from continuing operations to net cash (used in) provided by operating activities: | ' | ' |
Depreciation of property and equipment | 1,337 | 376 |
Gain associated with derivative instruments | -573 | ' |
Bad debts expense | 1,475 | ' |
Amortization of deferred financing costs | 877 | 975 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -4,339 | -131 |
Accounts receivable - related party | 402 | ' |
Prepaid rent | -2,185 | -1,738 |
Prepaid expenses and other current assets | 1,017 | -264 |
Accounts payable and accrued expenses | -2,488 | 12,021 |
Deferred revenue and other liabilities | 8,011 | 7,359 |
Deferred revenue - related party | 534 | 746 |
Net cash (used in) provided by operating activities | -2,381 | 17,739 |
Cash flows from investing activities: | ' | ' |
Additions of property and equipment | -33,119 | -32,242 |
Purchase of derivative contracts | -468 | ' |
Net cash used in investing activities | -33,587 | -32,242 |
Cash flows from financing activities: | ' | ' |
Payments for deferred financing costs | -1,250 | -19 |
Contributions from parent | 12,946 | 2,632 |
Proceeds from the credit facility | 69,225 | ' |
(Repayment of) proceeds from loan from parent | -49,874 | 19,888 |
Net cash provided by financing activities | 31,047 | 22,501 |
Cash provided by (used in) discontinued operations: | ' | ' |
Net cash (used in) provided by operating activities | -3,425 | 3,663 |
Net cash provided by investing activities | 29,473 | 5,000 |
Net cash provided by (used in) financing activities | 152 | -8,001 |
Net cash provided by discontinued operations | 26,200 | 662 |
Effect of exchange rates on cash | 725 | 185 |
Net change in cash and cash equivalents | 22,004 | 8,845 |
Cash and cash equivalents - beginning of period | 6,151 | 4,471 |
Cash and cash equivalents - end of period | 28,155 | 13,316 |
SUPPLEMENTAL INFORMATION: | ' | ' |
Cash paid for income taxes | 86 | 22 |
Cash paid for interest | $2,396 | $1,560 |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Organization and Description of Business | ' |
Note 1. Organization and Description of Business | |
USD Partners LP (“USDP” or the “Partnership”) is a Delaware limited partnership organized on June 5, 2014 and is owned by USD Group, LLC (“USD”, or “Parent”). USD is owned by US Development Group, LLC (“USDG”), a consolidated group of logistics facilities and service companies that currently operates in Texas, California, and Canada. In anticipation of an initial public offering (“IPO”) of common units by USD Partners LP, USD identified certain subsidiaries: San Antonio Rail Terminal LLC (“SART”), USD Rail LP (“USDR”), USD Rail Canada ULC (“USDRC”), USD Terminals Canada ULC (“USDTC”), West Colton Rail Terminal LLC (“WCRT”), USD Terminals International (“USDT SARL”), and USD Rail International (“USDR SARL”) (combined, the “Contributed Subsidiaries”) that were contributed to USD Partners LP on October 15, 2014 upon closing of our IPO (the “Offering”). In August 2014, the board of directors of our general partner granted 250,000 Class A Units representing limited partner interests in USDP to certain employees. The awards issued are performance-based awards that contain distribution equivalent rights. The Partnership considers the grant date, as defined within the accounting guidance, of these awards to be the day on which the IPO is considered effective. Assuming certain conditions are met, Class A Units become eligible to convert into Common Units in four equal tranches beginning no earlier than January 1, 2016 at a conversion factor ranging from 1.0 to 2.0. | |
On October 8, 2014, USDP completed its Offering of 9,120,000 common units representing limited partner interests in USDP. Upon completion of the Offering, USD held a 2.0% general partner interest, all of the incentive distribution rights and a 54.1% limited partner interest, with a 1.2% limited partner interest held by certain members of the general partner’s executive management, and the remaining 42.7% limited partner interest held by public unitholders. See Note 13 — Subsequent Events, for further discussion. | |
On December 12, 2012, USDG sold all of its membership interests in five of its subsidiaries (the “Sale”) to a large energy transportation, terminalling, and pipeline company (the “Acquirer”). These subsidiaries included: Bakersfield Crude Terminal LLC (“BCT”), Eagle Ford Crude Terminal LLC (“EFCT”), Niobrara Crude Terminal LLC (“NCT”), St. James Rail Terminal LLC (“SJRT”), and Van Hook Crude Terminal LLC (“VHCT”), collectively known as (the “Discontinued Operations”). See Note 12 — Discontinued Operations for additional details. As a result of the sale, a sixth subsidiary, USD Services LLC (“USDS”) ceased operations and is also included in the results of Discontinued Operations. | |
The accompanying unaudited condensed combined financial statements consist of entities that provide rail logistics services and railcar fleet services and operate terminal facilities for liquid hydrocarbons and petroleum based products. References to “Predecessor,” “we,” “our,” “us,” and similar expressions refer to the Contributed Subsidiaries and the Discontinued Operations. | |
The accompanying unaudited condensed combined financial statements and related notes present the combined financial position, results of operations, cash flows and net investment of USD Partners LP Predecessor (“Predecessor”), our predecessor for accounting purposes. Unless otherwise stated or the context otherwise indicates, all references to “USDP” or “the Partnership” or similar expressions for periods prior to the Offering refer to the Predecessor. For periods subsequent to the Offering, these terms refer to the legal entity USD Partners LP and its subsidiaries. | |
The Predecessor generates the majority of its revenue and cash flows by providing terminalling services such as railcar loading and unloading for bulk liquid products including crude oil, biofuels, and related products. Since we do not own any of the crude oil or refined petroleum products that we handle and do not engage in the trading of crude oil or refined petroleum products, the Predecessor has limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly influence our activities and results of operations over the long-term. The Predecessor’s operations consist of two reportable segments. See Note 10 — Segment Reporting for additional details. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Note 2. Basis of Presentation | |
These condensed combined financial statements reflect the historical financial position, results of operations and cash flows of the Predecessor for the periods presented as the Predecessor was historically managed within USDG. The condensed combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of USDG, including the following subsidiaries of the Parent: SART, USDR, USDRC, USDTC, WCRT, USDT SARL, and USDR SARL. The condensed combined financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Predecessor’s condensed combined financial statements may not be indicative of the Predecessor’s future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had it operated as an independent company during the periods presented. All significant intercompany transactions and balances have been eliminated in combination. | |
Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, the accompanying condensed combined financial statements and notes should be read in conjunction with the Predecessor’s annual financial statements and notes thereto included in our prospectus dated October 8, 2014, as filed with the SEC on October 10, 2014. Management believes that the disclosures made are adequate to make the information not misleading. | |
The accompanying condensed combined financial statements have been prepared also in accordance with Regulation S-X, Article 3, General Instructions as to Financial Statements and Staff Accounting Bulletin (“SAB”) Topic 1-B, Allocations of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity. The condensed combined financial statements include expense allocations for certain functions provided by USDG, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, insurance, utilities, and executive compensation. These expenses have been allocated to the Predecessor on the basis of direct usage when identifiable, budgeted volumes or projected revenues, with the remainder allocated evenly across the number of operating entities. During the three and nine months ended September 30, 2014 and 2013, the Predecessor was allocated general corporate expenses incurred by USDG which are included within selling, general and administrative expenses in the condensed combined statements of operations and comprehensive income (loss). Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or for the benefit received by the Predecessor during the periods presented. The allocations may not, however, reflect the expenses the Predecessor would have incurred as an independent company for the periods presented. Actual costs that may have been incurred if the Predecessor had been a stand-alone entity would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. The Predecessor is unable to determine what such costs would have been had the Predecessor been independent. The Partnership’s general partner will provide services to the Partnership pursuant to an omnibus agreement and a service agreement between the parties. The allocations and related estimates and assumptions are described more fully in Note 7 — Transactions with Related Parties. |
Significant_Accounting_Policie
Significant Accounting Policies and Recent Accounting Pronouncements | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Significant Accounting Policies and Recent Accounting Pronouncements | ' | ||||||||||||
Note 3. Significant Accounting Policies and Recent Accounting Pronouncements | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates by management include the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the allowance for doubtful accounts, and fair value of the derivative asset. | |||||||||||||
Accounts Receivable | |||||||||||||
Accounts receivable are primarily due from oil and ethanol producing, and petroleum refining companies. Management performs ongoing credit evaluations of its customers. When appropriate, the Predecessor estimates allowances for doubtful accounts based on its customers’ financial condition and collection history, and other pertinent factors. Accounts are written-off against the allowance when significantly past due and deemed uncollectible by management. During the three and nine months ended September 30, 2014, we recognized $1.0 million and $2.1 million in bad debt expense, of which $0.8 million and $1.5 million is reported in selling, general and administrative expense within continuing operations, and the remaining $0.2 million and $0.6 million is included in income from discontinued operations, net of tax on the accompanying condensed combined statements of operations and comprehensive income (loss), respectively. | |||||||||||||
Revenue Recognition | |||||||||||||
The Predecessor’s revenues are derived from railcar loading and unloading services for bulk liquid products, including crude oil, biofuels, and related products, as well as sourcing railcar fleets and related logistics and maintenance services. The Predecessor recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 605, Revenue Recognition, the Predecessor records revenues for fleet leases on a gross basis as the Predecessor is deemed the primary obligor for the services. The Predecessor also records its revenues from reimbursable costs on a gross basis as reimbursements for out-of-pocket expenses incurred in revenues and operating costs. | |||||||||||||
Terminalling services revenue is recognized when provided based on the contractual rates related to throughput volumes. Substatially all of the capacity at our Hardisty rail terminal is contracted under multi-year agreements that contain “take-or-pay” provisions whereby the Predecessor is entitled to a minimum commitment fee when specified volume throughput is not achieved. These agreements grant the customers make-up rights that allow them to provide volume in excess of the minimum volume commitment in future periods without additional charge, to the extent capaciity is available for the excess volume. The make-up rights typically expire if unused after six months. Any minimum commitment fees billable to customers that are subject to make-up rights are deferred until we determine that the revenue is earned. We recognize revenue associated with make-up rights at the earlier of when the throughput volume is utilized, the make-up right expires, or when it is determined that the likelihood that the customer will utilize the make-up right is remote. Revenue for fleet services and related party administrative services is recognized ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. The Predecessor has deferred revenues for amounts collected from customers in its Fleet services segment, which will be recognized as revenue when earned pursuant to contractual terms. The Predecessor has prepaid rent associated with these deferred revenues on its railcar leases, which will be recognized as expense when incurred. | |||||||||||||
USDTC entered into a binding memorandum of understanding with a major railway company (“the railway”), whereby in consideration for the railway being the sole rail freight transportation service provider at the Hardisty Terminal for certain customers, the railway agreed to pay USDTC an average incentive payment amount of $100 (CAD) per railcar shipped for a maximum total of $12.5 million (CAD). These revenues are recorded in Railroad incentives on the accompanying condensed combined statements of operations and comprehensive income (loss). | |||||||||||||
Net Earnings (Loss) Per Unit | |||||||||||||
The Predecessor has omitted net earnings (loss) per unit because the Predecessor has operated under a sole member equity structure for the periods presented. | |||||||||||||
Fair Value | |||||||||||||
FASB ASC 820, Fair Value Measurement, establishes a single authoritative definition of fair value when accounting rules require the use of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. | ||||||||||||
• | Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). | ||||||||||||
• | Level 3 — Significant unobservable inputs (including the Predecessor’s own assumptions in determining fair value). | ||||||||||||
Financial Instruments | |||||||||||||
Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative financial instruments. Except for derivative financial instruments, the estimated fair value of our financial instruments at September 30, 2014 and December 31, 2013 approximates their carrying value as reflected in our condensed combined balance sheets. | |||||||||||||
We monitor our exposure to foreign currency exchange rates and use derivative financial instruments to manage these risks. Our policies do not permit the use of derivative financial instruments for speculative purposes. | |||||||||||||
We have a program that primarily utilizes foreign currency collar derivative contracts to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash inflows denominated in Canadian dollars (“CAD”). Under this program, our strategy is to have gains or losses on the derivative contracts mitigate the foreign currency transaction gains or losses to the extent practical. Economically, the collars help us to limit our exposure such that the exchange rate will effectively lie between the floor and the ceiling rate in the table below. | |||||||||||||
During the nine months ended September 30, 2014, we entered into foreign currency collar contracts to hedge exposure to CAD fluctuations. The following derivative contracts are outstanding at September 30, 2014: | |||||||||||||
Expiration of Foreign Currency Collars | Notional Amount | Floor | Ceiling | ||||||||||
(CAD$ millions) | (CAD/USD) | (CAD/USD) | |||||||||||
31-Dec-14 | 7.4 | 0.91 | 0.93 | ||||||||||
31-Mar-15 | 7.3 | 0.91 | 0.93 | ||||||||||
30-Jun-15 | 7.4 | 0.91 | 0.93 | ||||||||||
30-Sep-15 | 7.5 | 0.91 | 0.93 | ||||||||||
31-Dec-15 | 7.5 | 0.91 | 0.93 | ||||||||||
We record all derivative contracts as of the end of our reporting period in our condensed combined balance sheets at fair value. We have elected not to apply hedge accounting to our derivative contracts. Accordingly, changes in the fair value of these derivative contracts are recognized in earnings and are included in gain associated with derivative instruments in the condensed combined statements of operations and comprehensive income (loss). For the three and nine months ended September 30, 2014, we recognized a gain of $1.4 million and $0.6 million related to these derivative contracts. | |||||||||||||
Prior to April 1, 2014, we had no foreign currency derivative contracts. Our derivative contracts are classified as Level 2; the fair value of all outstanding derivatives were determined using a model with inputs that are observable in the market or can be derived from or corroborated by observable data. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
On May 28, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU is intended to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. ASU 2014-09 is effective for annual and quarterly reporting periods of public entities beginning after December 15, 2016. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Partnership is evaluating the effect that ASU 2014-09 will have on our condensed combined financial statements and related disclosures. The Partnership has not yet selected a transition method nor determined the effect of the standard on its ongoing financial reporting. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Property and Equipment | ' | ||||||||||
Note 4. Property and Equipment | |||||||||||
The Predecessor’s property and equipment consist of the following, in thousands: | |||||||||||
Estimated | |||||||||||
As of | Useful Lives | ||||||||||
September 30, 2014 | December 31, 2013 | (Years) | |||||||||
Land | $ | 5,994 | $ | 6,148 | N/A | ||||||
Trackage and facilities | 81,025 | 8,007 | 20 | ||||||||
Equipment | 5,814 | 488 | 10-May | ||||||||
Furniture | 53 | 5 | 5 | ||||||||
Total property and equipment | 92,886 | 14,648 | |||||||||
Accumulated depreciation | (3,120 | ) | (1,803 | ) | |||||||
Construction in progress | 501 | 48,519 | |||||||||
Property and equipment, net | $ | 90,267 | $ | 61,364 | |||||||
The cost of property and equipment classified as “Construction in progress” pertains to our Hardisty terminal and is excluded from costs being depreciated. These amounts represent property that is not yet available to be placed into productive service as of the respective balance sheet dates. A majority of the property and equipment at our Hardisty terminal was placed into service on June 30, 2014. |
Credit_Facility
Credit Facility | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Credit Facility | ' | ||||||||||||||||
Note 5. Credit Facility | |||||||||||||||||
In November 2008, the Predecessor, through USDG, entered into a credit agreement (the “Credit Agreement”) with the Bank of Oklahoma consisting of a revolving credit facility with a borrowing capacity of $150.0 million. The Credit Agreement is guaranteed by all USDG subsidiaries. The outstanding balance as of September 30, 2014 and December 31, 2013 was $97.8 million and $30.0 million, respectively. Interest is at the London Interbank Offered Rate (“LIBOR”) plus a margin based on USDG’s leverage ratio, as defined in the Credit Agreement. The interest rate at September 30, 2014 and December 31, 2013 was 4.66% and 3.92% respectively. A fee of 0.50% is charged on the unused portion of the revolving credit facility. The maturity date of the credit facility is March 30, 2015, at which time the principal and the unpaid interest will be due and payable. | |||||||||||||||||
In January 2014, the Credit Agreement was amended and restated to reflect certain changes in the Predecessor’s organization structure, to include future additional subsidiaries, and to transfer certain ownership interests in existing subsidiaries. In April 2014, the Predecessor drew $67.8 million on the credit facility to pay its loan then outstanding from USDG. The Predecessor was subject to various covenants associated with the credit facility, including but not limited to, maintaining certain levels of debt service coverage, tangible net worth, and leverage. Subsequent to September 30, 2014, the total balance due on the credit facility was paid. See Note 13 – Subsequent Events. | |||||||||||||||||
A detail of interest expense, net from continuing operations is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense on credit facility | $ | 1,313 | $ | 553 | $ | 2,640 | $ | 1,550 | |||||||||
Amortization of deferred financing costs | 220 | 327 | 877 | 975 | |||||||||||||
Interest income | (8 | ) | — | (8 | ) | — | |||||||||||
Total interest expense, net | $ | 1,525 | $ | 880 | $ | 3,509 | $ | 2,525 | |||||||||
Deferred_Revenue
Deferred Revenue | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Deferred Revenue Disclosure [Abstract] | ' | ||||||||
Deferred Revenue | ' | ||||||||
Note 6. Deferred Revenue | |||||||||
Our deferred revenue includes amounts we have received in cash from customers as payment for their minimum volume commitments under take-or-pay contracts, where such payments exceed the actual throughput utilized. We have granted our customers a right to make up throughput deficiencies for up to six months under these arrangements to the extent we have capacity available to accommodate the additional volumes in future periods. We refer to the right we have granted our customers to make up prior throughput deficiencies as “make-up rights.” We defer revenue associated with make-up rights during the period the actual throughput is less than the minimum commitment and recognize revenue associated with make-up rights at the earlier of when the throughput is utilized, the make-up rights expire, or when it is determined that the likelihood that the customer will utilize the make-up right is remote. | |||||||||
Our deferred revenues also include amounts collected from customers in the Fleet services segment, which will be recognized as revenue when earned pursuant to contractual terms. We have prepaid rent associated with these deferred revenues on our railcar leases, which will be recognized as expense when incurred. | |||||||||
The following table provides a detail of deferred revenue, as reflected in our condensed combined balance sheets (in thousands): | |||||||||
As of | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer prepayments | $ | 8,680 | $ | 1,563 | |||||
Minimum commitment fees | 1,537 | — | |||||||
Total deferred revenue, current portion | $ | 10,217 | $ | 1,563 | |||||
Customer prepayments | $ | 4,243 | $ | 4,585 | |||||
Minimum commitment fees | — | — | |||||||
Total deferred revenue, net of current portion | $ | 4,243 | $ | 4,585 | |||||
Transactions_with_Related_Part
Transactions with Related Parties | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Transactions with Related Parties | ' | ||||||||
Note 7. Transactions with Related Parties | |||||||||
We have entered into purchase, assignment and assumption agreements to assign payment and performance obligations for certain operating lease agreements with lessors and customer fleet service payments related to these operating leases with LRT Logistics Funding LLC (“LRTLF”), USD Fleet Funding LLC (“USDFF”), USD Fleet Funding Canada Inc. (“USDFFCI’), and USD Logistics Funding Canada Inc. (“USDLFCI”), which are unconsolidated variable-interest entities (the “VIEs”) with the Predecessor. The managing member of the VIEs is majority-owned by related parties of the Predecessor. We are not the primary beneficiary of the VIEs, as we do not have power to direct the activities that most significantly affect the economic performance of the VIEs. Accordingly, we do not consolidate the results of the VIEs in our condensed combined financial statements. | |||||||||
Related Party Revenue and Deferred Revenue | |||||||||
We have entered into agreements to provide administrative services to our unconsolidated VIEs for fixed servicing fees and reimbursement of out-of-pocket expenses. | |||||||||
Related party sales to the VIEs were $0.4 million and $0.5 million during the three months ended September 30, 2014 and 2013, respectively, and were $1.1 million and $0.7 million during the nine months ended September 30, 2014 and 2013, respectively. These sales are recorded in fleet services — related party on the accompanying condensed combined statements of operations and comprehensive income (loss). | |||||||||
Related party deferred revenues from the VIEs were $2.2 million and $1.0 million at September 30, 2014 and December 31, 2013, respectively. Related party deferred revenues from minimum commitment fees were $0.3 million and $0 at September 30, 2014 and December 31, 2013, respectively. These deferred revenues are recorded in deferred revenue — related party on the accompanying condensed combined balance sheets. | |||||||||
The following table provides a detail of related party deferred revenue as reflected in our condensed combined balance sheets (in thousands): | |||||||||
As of | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer prepayments – related party | $ | 272 | $ | — | |||||
Minimum commitment fees – related party | 258 | — | |||||||
Total deferred revenue, current portion – related party | $ | 530 | $ | — | |||||
Customer prepayments – related party | $ | 1,940 | $ | — | |||||
Minimum commitment fees – related party | — | — | |||||||
Total deferred revenue, net of current portion – related party | $ | 1,940 | $ | — | |||||
We have also entered into agreements with J. Aron & Company (“J. Aron”), a wholly owned subsidiary of The Goldman Sachs Group, Inc. (“GS”), to provide terminalling and fleet services, which include reimbursement for certain out-of-pocket expenses, related to the Hardisty rail terminal operations. GS was a principal shareholder of USDG during the three months ended September 30, 2014 and 2013. The terms and conditions of these agreements are similar to the terms and conditions of third-party agreements at the Hardisty rail terminal. J. Aron has entered into assignment arrangements with third parties in respect to portions of these services and may do so again in the future. | |||||||||
Related party sales to J. Aron were $1.5 million and $0 for the three months ended September 30, 2014 and 2013, respectively, and $1.7 million and $0 during the nine months ended September 30, 2014 and 2013, respectively. These sales are recorded in terminalling services-related party and freight and other reimbursables — related party on the accompanying condensed combined statements of operations and comprehensive income (loss). As of September 30, 2014 and December 31, 2013, there was a balance of $0 and $0.4 million, respectively, due from J. Aron recorded on the accompanying condensed combined balance sheets. | |||||||||
Cost Allocations | |||||||||
The total amount charged to the Predecessor by USD for overhead cost allocations, which is recorded in selling, general and administrative costs, was $2.3 million and $1.8 million for the three months ended September 30, 2014 and 2013, respectively, and $5.6 million and $3.9 million for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||
Loan from USD | |||||||||
USDTC (the “Borrower”) entered into an unsecured loan facility with USDG (the “USDG Loan”) for an initial loan amount of $45.2 million (CAD) with the capacity to increase to $70.0 million (CAD). Under the USDG Loan agreement, the Borrower agreed to repay amounts advanced as requested by USDG. The USDG Loan was restricted for purposes of constructing the Borrower’s terminal at Hardisty, Alberta and expenses relating to its operation. There were no interest charges for advanced amounts outstanding nor was there a termination date included within the USDG Loan agreement. These amounts were repaid in full during the nine months ended September 30, 2014. The outstanding balance as of December 31, 2013, as included on the accompanying condensed combined balance sheets, was $51.0 million. |
Collaborative_Arrangements
Collaborative Arrangements | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Collaborative Arrangements | ' |
Note 8. Collaborative Arrangements | |
We have entered into a facilities connection agreement with Gibson Energy Partnership (“Gibson”) under which Gibson developed, constructed and operates a pipeline and related facilities connecting to our Hardisty rail terminal. Gibson’s storage terminal is the exclusive means by which our Hardisty rail terminal receives crude oil. Subject to certain limited exceptions regarding manifest train facilities, this pipeline is the exclusive means by which crude oil from the Gibson storage terminal is transferred by rail. The Predecessor remits pipeline fees to Gibson for the transportation of crude oil to the Hardisty terminal based on a predetermined formula. | |
For the three and nine months ended September 30, 2014, the Predecessor had $1.7 million recorded as pipeline fees on the condensed combined statement of operations and comprehensive income (loss). |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Note 9. Commitments and Contingencies | |
From time to time, the Predecessor may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Management does not believe that we are a party to any litigation that will have a material impact on our financial condition or results of operations. | |
Of the $2.1 million classified as other current liabilities on the condensed combined balance sheet as of September 30, 2014, $1.4 million consisted of funds necessary to pay construction retention balances related to the build-out of the Hardisty terminal. |
Segment_Reporting
Segment Reporting | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
Note 10. Segment Reporting | |||||||||||||||||
The Predecessor manages the business in two reportable segments: Terminalling services segment and Fleet services segment. The Terminalling services segment operates by terminalling and transloading crude oil and biofuels under multi-year, fixed-fee contracts. Certain agreements contain “take-or-pay” provisions whereby the Predecessor is entitled to a minimum commitment fee. The Fleet services segment provides customers with railcar-specific fleet services associated with the transportation of crude oil. We typically charge our customers, including affiliates of USD, monthly fees per railcar that include a component for railcar use (in the case of our directly-leased railcar fleet) and a component for fleet services. The master fleet services agreements for our directly-leased railcars contain provisions for the customers’ use on a take-or-pay basis for periods ranging from five to nine years. | |||||||||||||||||
The Predecessor’s reportable segments offer different services and are managed accordingly. The Predecessor’s chief operating decision maker (the “CODM”) regularly reviews financial information about both segments in deciding how to allocate resources and evaluate performance. The CODM assesses segment performance based on income (loss) from continuing operations before interest expense, net, foreign currency transaction gains and losses, gains and losses associated with derivative contracts, income and withholding taxes, special charges, depreciation, and amortization (“Adjusted EBITDA”). | |||||||||||||||||
The following tables summarize the Predecessor’s reportable segment data for continuing operations, in thousands: | |||||||||||||||||
For the Three Months Ended September 30, 2014 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 8,450 | $ | 2,649 | $ | 11,099 | |||||||||||
Related party | 1,314 | 573 | 1,887 | ||||||||||||||
Operating costs (excluding depreciation) | 6,173 | 3,707 | 9,880 | ||||||||||||||
Depreciation | 1,083 | — | 1,083 | ||||||||||||||
Interest expense, net | 1,525 | — | 1,525 | ||||||||||||||
Other expense, net | 1,621 | (5 | ) | 1,616 | |||||||||||||
Provision for income taxes | 7 | 54 | 61 | ||||||||||||||
Loss from continuing operations | $ | (645 | ) | $ | (534 | ) | $ | (1,179 | ) | ||||||||
For the Nine Months Ended September 30, 2014 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 11,898 | $ | 9,185 | $ | 21,083 | |||||||||||
Related party | 1,314 | 1,510 | 2,824 | ||||||||||||||
Operating costs (excluding depreciation) | 11,005 | 11,314 | 22,319 | ||||||||||||||
Depreciation | 1,337 | — | 1,337 | ||||||||||||||
Interest expense, net | 3,509 | — | 3,509 | ||||||||||||||
Other expense, net | 3,111 | (5 | ) | 3,106 | |||||||||||||
Provision for income taxes | 29 | 56 | 85 | ||||||||||||||
Loss from continuing operations | $ | (5,779 | ) | $ | (670 | ) | $ | (6,449 | ) | ||||||||
For the Three Months Ended September 30, 2013 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 1,647 | $ | 3,016 | $ | 4,663 | |||||||||||
Related party | — | 470 | 470 | ||||||||||||||
Operating costs (excluding depreciation) | 1,535 | 3,358 | 4,893 | ||||||||||||||
Depreciation | 125 | — | 125 | ||||||||||||||
Interest expense | 880 | — | 880 | ||||||||||||||
Provision for income taxes | 5 | — | 5 | ||||||||||||||
Income (loss) from continuing operations | $ | (898 | ) | $ | 128 | $ | (770 | ) | |||||||||
For the Nine Months Ended September 30, 2013 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 5,338 | $ | 12,429 | $ | 17,767 | |||||||||||
Related party | — | 746 | 746 | ||||||||||||||
Operating costs (excluding depreciation) | 4,385 | 12,810 | 17,195 | ||||||||||||||
Depreciation | 376 | — | 376 | ||||||||||||||
Interest expense | 2,525 | — | 2,525 | ||||||||||||||
Provision for income taxes | 22 | — | 22 | ||||||||||||||
Income (loss) from continuing operations | $ | (1,970 | ) | $ | 365 | $ | (1,605 | ) | |||||||||
The following table provides a reconciliation of Adjusted EBITDA to loss from continuing operations, in thousands: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Adjusted EBITDA | |||||||||||||||||
Terminalling services Adjusted EBITDA | $ | 4,939 | $ | 112 | $ | 3,555 | $ | 953 | |||||||||
Fleet services Adjusted EBITDA | 380 | 128 | 856 | 365 | |||||||||||||
Depreciation | (1,083 | ) | (125 | ) | (1,337 | ) | (376 | ) | |||||||||
Unrecovered reimbursable freight costs(1) | (865 | ) | — | (1,475 | ) | — | |||||||||||
Deferred revenue related to minimum commitment fees(2) | (1,348 | ) | — | (1,348 | ) | — | |||||||||||
Interest expense, net | (1,525 | ) | (880 | ) | (3,509 | ) | (2,525 | ) | |||||||||
Gain associated with derivative instruments | 1,375 | — | 573 | — | |||||||||||||
Foreign currency transaction loss | (2,991 | ) | — | (3,679 | ) | — | |||||||||||
Provision for income taxes | (61 | ) | (5 | ) | (85 | ) | (22 | ) | |||||||||
Loss from continuing operations | $ | (1,179 | ) | $ | (770 | ) | $ | (6,449 | ) | $ | (1,605 | ) | |||||
-1 | Provision for bad debts associated with unrecovered reimbursable freight costs related to the initial delivery of railcars in support of the Hardisty Terminal. | ||||||||||||||||
-2 | Represents deferred revenue associated with minimum commitment fees in excess of throughput utilized, which fees are not refundable to the customers. See Note 6—Deferred Revenue. | ||||||||||||||||
The following tables summarize the Predecessor’s total assets by segment from continuing operations, in thousands: | |||||||||||||||||
As of | |||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||
Terminalling services | $ | 121,033 | $ | 68,995 | |||||||||||||
Fleet services | 11,935 | 8,197 | |||||||||||||||
Total assets | $ | 132,968 | $ | 77,192 | |||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Note 11. Income Taxes | |
The Predecessor is treated as a partnership for federal and most state income tax purposes, with each partner being separately taxed on its share of taxable income. The provision for income taxes for the nine months presented includes franchise taxes and income tax on the Predecessor’s Canadian operations. The Predecessor’s provision for U.S. income taxes consisted of current expenses for state franchise taxes of $61 thousand and $5 thousand for the three months ended September 30, 2014 and 2013, respectively, and $85 thousand and $22 thousand for the nine months ended September 30, 2014 and 2013, respectively. There was no benefit recorded for losses associated with our Canadian operations since it is currently more likely than not that the benefit from the loss carryover will not be realized. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
Note 12. Discontinued Operations | |||||||||||||||||
On December 12, 2012, USDG sold all of its membership interests in five of its subsidiaries included in the Predecessor’s Terminalling services segment to the Acquirer. The sales price of the subsidiaries was $502.6 million, net of working capital adjustments. For the nine months ended September 30, 2014 and 2013, the Predecessor had $(152) thousand and $8.0 million, respectively, recorded as discontinued operations on the condensed combined statement of operations and comprehensive income (loss). At the time of the Sale, a sixth subsidiary also included in the Predecessor’s Terminalling services segment, USDS, ceased operations. The financial results of the Predecessor’s operations related to the Discontinued Operations and USDS are reflected as discontinued operations, net of tax in the condensed combined statements of operations and comprehensive income (loss). | |||||||||||||||||
Assets and liabilities of our Discontinued Operations are as follows, in thousands: | |||||||||||||||||
As of | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Assets: | |||||||||||||||||
Receivables | $ | 453 | $ | 603 | |||||||||||||
Cash proceeds placed in escrow related to the Sale | — | 29,473 | |||||||||||||||
Total assets | $ | 453 | $ | 30,076 | |||||||||||||
Liabilities: | |||||||||||||||||
Bonus accrued for payment to employees | $ | 2,412 | $ | 5,835 | |||||||||||||
Total liabilities | $ | 2,412 | $ | 5,835 | |||||||||||||
The following table shows the Predecessor’s results from its Discontinued Operations, in thousands: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Discontinued operations: | |||||||||||||||||
Revenues and other income | $ | — | $ | 1,128 | $ | 452 | $ | 8,046 | |||||||||
Bad debts expense | 183 | — | 603 | — | |||||||||||||
Income before provision for income taxes | (183 | ) | 1,128 | (151 | ) | 8,046 | |||||||||||
Provision for income taxes | — | 30 | 1 | 45 | |||||||||||||
Net income (loss) | (183 | ) | 1,098 | (152 | ) | 8,001 | |||||||||||
Continuing Cash Flows from Discontinued Operations | |||||||||||||||||
At the time of the Sale, SJRT had an existing contract (the “Contract”) with one of its customers (the “Customer”) in which the Customer would pay SJRT an Incremental Throughput Fee, as defined, for certain volumes coming through SJRT (“Incremental Throughput Fee”). The Incremental Throughput Fee allowed SJRT to participate with the Customer in the value created due to increased market spreads on the price of crude oil. The Incremental Throughput Fee was calculated at a certain percentage of the net differential between the market price of the crude oil volumes and an agreed upon minimum price. Upon the sale of SJRT, the Acquirer agreed to remit the Incremental Throughput Fee to the Predecessor until the expiration of the Contract. The Predecessor received these cash flows through September of 2013. Cash flows of $0 and $0.9 million for the three months ended September 30, 2014 and 2013, respectively, and $0 and $7.3 million for the nine months ended September 30, 2014 and 2013, respectively, are recorded in gain on sale of discontinued operations. | |||||||||||||||||
In conjunction with the Sale, the Predecessor ceased its operations at USDS. USDS’s primary operations revolved around a service agreement with the Acquirer related to loading and unloading services. Effective at the closing date of the sale, USDS assigned or terminated any obligations it had in relation to its operations, but continues to receive indirect cash flows. The Predecessor has not participated in any revenue producing activities and expects the cash flows to terminate upon the expiration of the assigned service agreement on February 15, 2015. The proceeds from the assigned service agreement are recorded as income from discontinued operations and are $0 and $0.2 million for the three months ended September 30, 2014 and 2013, respectively, and $0.5 million and $0.7 million for the nine months ended September 30, 2014 and 2013, respectively. In the first quarter of 2014, the Predecessor received approximately $29.5 million that was held in escrow related to the Sale. |
Subsequent_Events
Subsequent Events | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Subsequent Events [Abstract] | ' | |||
Subsequent Events | ' | |||
Note 13. Subsequent Events | ||||
Initial Public Offering and Contribution of Assets | ||||
USDP initially filed a registration statement on Form S-1 on August 29, 2014, and the SEC declared the registration statement effective on October 8, 2014. On October 9, 2014, USDP’s common units began trading on the New York Stock Exchange. On October 8, 2014, USDP completed its initial public offering of 9,120,000 common units to the public at a price of $17.00 per unit. USD owns 1,093,545 common units and 10,463,545 subordinated units representing an aggregate 54.1% limited partner interest in the Partnership, all of the incentive distribution rights in the Partnership and a 2.0% general partner interest in the Partnership. | ||||
The Partnership received proceeds (after deducting underwriting discounts and commissions and structuring fees but before offering expenses) from the Offering of approximately $145.0 million. The Partnership used the net proceeds from the Offering, together with borrowings of $100.0 million under the new term loan facility, as follows: (i) to make a cash distribution to USD of $99.2 million and to reimburse USD for $7.5 million of fees and expenses related to this offering; (ii) to repay $97.8 million of existing indebtedness; and (iii) to pay $3.7 million of fees and costs in connection with the new revolving credit agreement and term loan. The remaining approximately $36.8 million has been retained by the Partnership for general partnership purposes, including to fund potential future acquisitions from USD and third parties and for funding potential future growth projects. An affiliate of an underwriter which participated in the offering was a lender under the former USDG credit facility and received a portion of the proceeds from the offering pursuant to the repayment of borrowings thereunder. | ||||
On October 15, 2014, the Partnership, USD, USDG, USD Partners GP LLC (the “General Partner”), and USD Logistics Operations LP (“Opco”) entered into the Contribution, Conveyance, and Assumption Agreement (the “Contribution Agreement”). On the same date, in connection with the closing of the Offering, the following transactions occurred pursuant to the Contribution Agreement: | ||||
• | The General Partner contributed its limited liability company interest in WCRT and SART (together, the “Opco Interest”) to the Partnership in exchange for (a) 427,083 General Partner Units representing a continuation of its 2% general partner interest in the Partnership and (b) the Incentive Distribution Rights. | |||
• | USD contributed (a) all of its limited liability company interest in USD Logistics Operations GP, LLC (“Opco GP”) and (b) all of its limited partner interest in Opco (together, with its limited liability company interest in Opco GP, the “USD Contribution Interest”), which wholly owns USDR, USDRC, USDTC, USDT SARL and USDR SARL, to the Partnership in exchange for (i) 1,093,545 Common Units representing a 5.1% limited partner interest in the Partnership, (ii) 10,463,545 Subordinated Units representing a 49.0% limited partner interest in the Partnership, (iii) the assumption of the $30 million senior secured credit agreement with the Bank of Oklahoma (the “BOK Debt”), and (iv) the right to receive $100 million sourced to the new debt of the Partnership. | |||
• | The public, through the Underwriters, contributed $155.0 ($145.0 million net to the Partnership after deducting the Underwriters’ discount of $9.1 million and the Structuring Fee) in exchange for 9,120,000 Common Units representing a 42.7% limited partner interest in the Partnership. | |||
• | The Partnership (a) paid transaction expenses estimated at $7.5 million, excluding the Underwriters’ discount of $9.1 million, (b) repaid $30 million of the BOK Debt and (c) contributed $105.5 million to Opco as a capital contribution. | |||
Omnibus Agreement | ||||
On October 15, 2014, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the “Omnibus Agreement”) by and among the Partnership, USDG and USD, certain of our subsidiaries and our general partner that will address the following matters: | ||||
• | our payment of an annual amount to USD, initially in the amount of approximately $4.9 million, for providing certain general and administrative services by USD and its affiliates, which annual amount includes a fixed annual fee of $2.5 million for providing certain executive management services by certain officers of our general partner. Other portions of this annual amount will be based on the costs actually incurred by USD and its affiliates in providing the services; | |||
• | our right of first offer to acquire the Hardisty Phase II and Hardisty Phase III projects as well as other additional midstream infrastructure assets and businesses that USDG and USD may construct or acquire in the future; | |||
• | our obligation to reimburse USD for any out-of-pocket costs and expenses incurred by USD in providing general and administrative services (which reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement), as well as any other out-of-pocket expenses incurred by USD on our behalf; | |||
• | an indemnity by USD for certain environmental and other liabilities, and our obligation to indemnify USD and its subsidiaries for events and conditions associated with the operation of our assets that occur after the closing of this offering and for environmental liabilities related to our assets to the extent USD is not required to indemnify us; and | |||
• | so long as USD controls our general partner, the omnibus agreement will remain in full force and effect. If USD ceases to control our general partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. | |||
Credit Facilities | ||||
On October 15, 2014, in connection with the closing of the Offering, the Partnership entered into a new five-year, $300.0 million senior secured credit agreement comprised of a $200.0 million revolving credit facility and a $100.0 million term loan (borrowed in Canadian dollars) with Citibank, N.A., as administrative agent, and a syndicate of lenders. | ||||
The revolving credit facility and issuances of letters of credit is available for working capital, capital expenditures, permitted acquisitions and general corporate purposes, including distributions. As the term loan is paid off, availability equal to the amount of the term loan pay-down will be transferred from the term loan to the revolving credit facility automatically, ultimately increasing availability on the revolving credit facility to $300.0 million once the term loan is fully repaid. In addition, the Partnership also has the ability to increase the maximum amount of the revolving credit facility by an aggregate amount of up to $100.0 million, to a total facility size of $400.0 million, subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. The revolving credit facility includes an aggregate $20.0 million sublimit for standby letters of credit and a $20.0 million sublimit for swingline loans. Obligations under the revolving credit facility will be guaranteed by our restricted subsidiaries, and will be secured by a first priority lien on the Partnership’s assets and those of the Partnership’s restricted subsidiaries other than certain excluded assets. | ||||
The term loan was used to fund a distribution to USD and the term loan is guaranteed by USD. The term loan is not subject to any scheduled amortization. Mandatory prepayments of the term loan are required from certain non-ordinary course asset sales subject to customary exceptions and reinvestment rights. | ||||
Borrowings under the senior secured credit agreement for revolving loans bear interest either at base rate and Canadian prime rate, as applicable plus an applicable margin ranging from 1.25% to 2.25%, or at LIBOR or CDOR, as applicable, plus an applicable margin ranging from 2.25% to 3.25%. Borrowings under the term loan bear interest either at base rate and Canadian prime rate, as applicable, plus a margin ranging from 1.35% to 2.35% or at LIBOR or CDOR, as applicable, plus an applicable margin ranging from 2.35% to 3.35%. The applicable margin, as well as a commitment fee on the revolving credit facility, ranging from 0.375% per annum to 0.50% per annum on unused commitments, vary based upon the Partnership’s consolidated net leverage ratio, as defined in the credit agreement. | ||||
The guaranty by USD includes a covenant that USD maintain a net worth (without taking into account its interests in us, either directly or indirectly) greater than the outstanding amount of the term loan and if such covenant is breached and not cured within a certain amount of time, the interest rate on the term loan shall be increased by an additional 1%. | ||||
The new senior secured credit agreement contains affirmative and negative covenants that, among other things, limit or restrict the Partnership’s ability and the ability of the Partnership’s restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, engage in new business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets or enter into burdensome agreements or enter into transactions with affiliates on terms that are not arm’s length, in each case, subject to certain exceptions. | ||||
Additionally, the Partnership is required to maintain the following financial ratios, each tested on a quarterly basis for the immediately preceding four quarter period then ended (or such shorter period as shall apply, on an annualized basis): | ||||
• | Consolidated Interest Coverage Ratio (as defined in the credit agreement), of at least 2.50 to 1.00; | |||
• | Consolidated Total Leverage Ratio of not greater than 4.50 to 1.00 (or 5.00 to 1.00 at any time after (i) the Partnership has issued at least $150.0 million of unsecured notes and (ii) in addition (and without prejudice) to clause (i), upon the consummation of a Material Acquisition (as defined in the credit facility), for the fiscal quarter in which the Material Acquisition is consummated and for two fiscal quarters immediately following such fiscal quarter (the “Material Acquisition Period”), if elected by the Partnership by written notice to the Administrative Agent given on or prior to the date of such acquisition, the maximum permitted ratio shall be increased by 0.50 to 1.00 above the otherwise relevant level; and | |||
• | after the Partnership has issued at least $150.0 million of unsecured notes, Consolidated Senior Secured Leverage Ratio (as defined in the credit agreement) of not greater than 3.50 to 1.00 (or 4.00 to 1.00 during a Material Acquisition Period). | |||
The senior secured credit agreement generally prohibits the Partnership from making cash distributions (subject to certain exceptions) except so long as no default exists or would be caused thereby, the Partnership may make cash distributions to unitholders up to the amount of the Partnership’s available cash (as defined in our partnership agreement). | ||||
The credit agreement contains events of default, including, but not limited to (and subject to grace periods in certain circumstances), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant that does not have certain materiality qualifiers contained in the credit agreement or related loan documentation, any representation, warranty or certification made or deemed made in the agreements or related loan documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in the Partnership’s ownership or the ownership of the Partnership’s general partner, material judgments or orders, certain judgment defaults, ERISA events or the invalidity of the loan documents. Upon the occurrence and during the continuation of an event of default under the agreements, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against the Partnership and the collateral as may be available to the lenders under the agreements and related documentation or applicable law. |
Significant_Accounting_Policie1
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates by management include the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the allowance for doubtful accounts, and fair value of the derivative asset. | |||||||||||||
Accounts Receivable | ' | ||||||||||||
Accounts Receivable | |||||||||||||
Accounts receivable are primarily due from oil and ethanol producing, and petroleum refining companies. Management performs ongoing credit evaluations of its customers. When appropriate, the Predecessor estimates allowances for doubtful accounts based on its customers’ financial condition and collection history, and other pertinent factors. Accounts are written-off against the allowance when significantly past due and deemed uncollectible by management. During the three and nine months ended September 30, 2014, we recognized $1.0 million and $2.1 million in bad debt expense, of which $0.8 million and $1.5 million is reported in selling, general and administrative expense within continuing operations, and the remaining $0.2 million and $0.6 million is included in income from discontinued operations, net of tax on the accompanying condensed combined statements of operations and comprehensive income (loss), respectively. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
The Predecessor’s revenues are derived from railcar loading and unloading services for bulk liquid products, including crude oil, biofuels, and related products, as well as sourcing railcar fleets and related logistics and maintenance services. The Predecessor recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 605, Revenue Recognition, the Predecessor records revenues for fleet leases on a gross basis as the Predecessor is deemed the primary obligor for the services. The Predecessor also records its revenues from reimbursable costs on a gross basis as reimbursements for out-of-pocket expenses incurred in revenues and operating costs. | |||||||||||||
Terminalling services revenue is recognized when provided based on the contractual rates related to throughput volumes. Substatially all of the capacity at our Hardisty rail terminal is contracted under multi-year agreements that contain “take-or-pay” provisions whereby the Predecessor is entitled to a minimum commitment fee when specified volume throughput is not achieved. These agreements grant the customers make-up rights that allow them to provide volume in excess of the minimum volume commitment in future periods without additional charge, to the extent capaciity is available for the excess volume. The make-up rights typically expire if unused after six months. Any minimum commitment fees billable to customers that are subject to make-up rights are deferred until we determine that the revenue is earned. We recognize revenue associated with make-up rights at the earlier of when the throughput volume is utilized, the make-up right expires, or when it is determined that the likelihood that the customer will utilize the make-up right is remote. Revenue for fleet services and related party administrative services is recognized ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. The Predecessor has deferred revenues for amounts collected from customers in its Fleet services segment, which will be recognized as revenue when earned pursuant to contractual terms. The Predecessor has prepaid rent associated with these deferred revenues on its railcar leases, which will be recognized as expense when incurred. | |||||||||||||
USDTC entered into a binding memorandum of understanding with a major railway company (“the railway”), whereby in consideration for the railway being the sole rail freight transportation service provider at the Hardisty Terminal for certain customers, the railway agreed to pay USDTC an average incentive payment amount of $100 (CAD) per railcar shipped for a maximum total of $12.5 million (CAD). These revenues are recorded in Railroad incentives on the accompanying condensed combined statements of operations and comprehensive income (loss). | |||||||||||||
Net Earnings (Loss) Per Unit | ' | ||||||||||||
Net Earnings (Loss) Per Unit | |||||||||||||
The Predecessor has omitted net earnings (loss) per unit because the Predecessor has operated under a sole member equity structure for the periods presented. | |||||||||||||
Fair Value | ' | ||||||||||||
Fair Value | |||||||||||||
FASB ASC 820, Fair Value Measurement, establishes a single authoritative definition of fair value when accounting rules require the use of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. | ||||||||||||
• | Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). | ||||||||||||
• | Level 3 — Significant unobservable inputs (including the Predecessor’s own assumptions in determining fair value). | ||||||||||||
Financial Instruments | ' | ||||||||||||
Financial Instruments | |||||||||||||
Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative financial instruments. Except for derivative financial instruments, the estimated fair value of our financial instruments at September 30, 2014 and December 31, 2013 approximates their carrying value as reflected in our condensed combined balance sheets. | |||||||||||||
We monitor our exposure to foreign currency exchange rates and use derivative financial instruments to manage these risks. Our policies do not permit the use of derivative financial instruments for speculative purposes. | |||||||||||||
We have a program that primarily utilizes foreign currency collar derivative contracts to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash inflows denominated in Canadian dollars (“CAD”). Under this program, our strategy is to have gains or losses on the derivative contracts mitigate the foreign currency transaction gains or losses to the extent practical. Economically, the collars help us to limit our exposure such that the exchange rate will effectively lie between the floor and the ceiling rate in the table below. | |||||||||||||
During the nine months ended September 30, 2014, we entered into foreign currency collar contracts to hedge exposure to CAD fluctuations. The following derivative contracts are outstanding at September 30, 2014: | |||||||||||||
Expiration of Foreign Currency Collars | Notional Amount | Floor | Ceiling | ||||||||||
(CAD$ millions) | (CAD/USD) | (CAD/USD) | |||||||||||
31-Dec-14 | 7.4 | 0.91 | 0.93 | ||||||||||
31-Mar-15 | 7.3 | 0.91 | 0.93 | ||||||||||
30-Jun-15 | 7.4 | 0.91 | 0.93 | ||||||||||
30-Sep-15 | 7.5 | 0.91 | 0.93 | ||||||||||
31-Dec-15 | 7.5 | 0.91 | 0.93 | ||||||||||
We record all derivative contracts as of the end of our reporting period in our condensed combined balance sheets at fair value. We have elected not to apply hedge accounting to our derivative contracts. Accordingly, changes in the fair value of these derivative contracts are recognized in earnings and are included in gain associated with derivative instruments in the condensed combined statements of operations and comprehensive income (loss). For the three and nine months ended September 30, 2014, we recognized a gain of $1.4 million and $0.6 million related to these derivative contracts. | |||||||||||||
Prior to April 1, 2014, we had no foreign currency derivative contracts. Our derivative contracts are classified as Level 2; the fair value of all outstanding derivatives were determined using a model with inputs that are observable in the market or can be derived from or corroborated by observable data. | |||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||
Recent Accounting Pronouncements | |||||||||||||
On May 28, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU is intended to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. ASU 2014-09 is effective for annual and quarterly reporting periods of public entities beginning after December 15, 2016. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Partnership is evaluating the effect that ASU 2014-09 will have on our condensed combined financial statements and related disclosures. The Partnership has not yet selected a transition method nor determined the effect of the standard on its ongoing financial reporting. |
Significant_Accounting_Policie2
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of Derivative Contracts Outstanding | ' | ||||||||||||
The following derivative contracts are outstanding at September 30, 2014: | |||||||||||||
Expiration of Foreign Currency Collars | Notional Amount | Floor | Ceiling | ||||||||||
(CAD$ millions) | (CAD/USD) | (CAD/USD) | |||||||||||
31-Dec-14 | 7.4 | 0.91 | 0.93 | ||||||||||
31-Mar-15 | 7.3 | 0.91 | 0.93 | ||||||||||
30-Jun-15 | 7.4 | 0.91 | 0.93 | ||||||||||
30-Sep-15 | 7.5 | 0.91 | 0.93 | ||||||||||
31-Dec-15 | 7.5 | 0.91 | 0.93 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Schedule of Property and Equipment | ' | ||||||||||
The Predecessor’s property and equipment consist of the following, in thousands: | |||||||||||
Estimated | |||||||||||
As of | Useful Lives | ||||||||||
September 30, 2014 | December 31, 2013 | (Years) | |||||||||
Land | $ | 5,994 | $ | 6,148 | N/A | ||||||
Trackage and facilities | 81,025 | 8,007 | 20 | ||||||||
Equipment | 5,814 | 488 | 10-May | ||||||||
Furniture | 53 | 5 | 5 | ||||||||
Total property and equipment | 92,886 | 14,648 | |||||||||
Accumulated depreciation | (3,120 | ) | (1,803 | ) | |||||||
Construction in progress | 501 | 48,519 | |||||||||
Property and equipment, net | $ | 90,267 | $ | 61,364 | |||||||
Credit_Facility_Tables
Credit Facility (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Interest Expense, Net | ' | ||||||||||||||||
A detail of interest expense, net from continuing operations is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Interest expense on credit facility | $ | 1,313 | $ | 553 | $ | 2,640 | $ | 1,550 | |||||||||
Amortization of deferred financing costs | 220 | 327 | 877 | 975 | |||||||||||||
Interest income | (8 | ) | — | (8 | ) | — | |||||||||||
Total interest expense, net | $ | 1,525 | $ | 880 | $ | 3,509 | $ | 2,525 | |||||||||
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Deferred Revenue Disclosure [Abstract] | ' | ||||||||
Summary of Deferred Revenue, Current Portion | ' | ||||||||
The following table provides a detail of deferred revenue, as reflected in our condensed combined balance sheets (in thousands): | |||||||||
As of | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer prepayments | $ | 8,680 | $ | 1,563 | |||||
Minimum commitment fees | 1,537 | — | |||||||
Total deferred revenue, current portion | $ | 10,217 | $ | 1,563 | |||||
Customer prepayments | $ | 4,243 | $ | 4,585 | |||||
Minimum commitment fees | — | — | |||||||
Total deferred revenue, net of current portion | $ | 4,243 | $ | 4,585 | |||||
Transactions_with_Related_Part1
Transactions with Related Parties (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Schedule of Deferred Revenue, Current Portion - Related Party | ' | ||||||||
The following table provides a detail of related party deferred revenue as reflected in our condensed combined balance sheets (in thousands): | |||||||||
As of | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer prepayments – related party | $ | 272 | $ | — | |||||
Minimum commitment fees – related party | 258 | — | |||||||
Total deferred revenue, current portion – related party | $ | 530 | $ | — | |||||
Customer prepayments – related party | $ | 1,940 | $ | — | |||||
Minimum commitment fees – related party | — | — | |||||||
Total deferred revenue, net of current portion – related party | $ | 1,940 | $ | — | |||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Summary of Predecessor's Reportable Segment Data for Continuing Operations | ' | ||||||||||||||||
The following tables summarize the Predecessor’s reportable segment data for continuing operations, in thousands: | |||||||||||||||||
For the Three Months Ended September 30, 2014 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 8,450 | $ | 2,649 | $ | 11,099 | |||||||||||
Related party | 1,314 | 573 | 1,887 | ||||||||||||||
Operating costs (excluding depreciation) | 6,173 | 3,707 | 9,880 | ||||||||||||||
Depreciation | 1,083 | — | 1,083 | ||||||||||||||
Interest expense, net | 1,525 | — | 1,525 | ||||||||||||||
Other expense, net | 1,621 | (5 | ) | 1,616 | |||||||||||||
Provision for income taxes | 7 | 54 | 61 | ||||||||||||||
Loss from continuing operations | $ | (645 | ) | $ | (534 | ) | $ | (1,179 | ) | ||||||||
For the Nine Months Ended September 30, 2014 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 11,898 | $ | 9,185 | $ | 21,083 | |||||||||||
Related party | 1,314 | 1,510 | 2,824 | ||||||||||||||
Operating costs (excluding depreciation) | 11,005 | 11,314 | 22,319 | ||||||||||||||
Depreciation | 1,337 | — | 1,337 | ||||||||||||||
Interest expense, net | 3,509 | — | 3,509 | ||||||||||||||
Other expense, net | 3,111 | (5 | ) | 3,106 | |||||||||||||
Provision for income taxes | 29 | 56 | 85 | ||||||||||||||
Loss from continuing operations | $ | (5,779 | ) | $ | (670 | ) | $ | (6,449 | ) | ||||||||
For the Three Months Ended September 30, 2013 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 1,647 | $ | 3,016 | $ | 4,663 | |||||||||||
Related party | — | 470 | 470 | ||||||||||||||
Operating costs (excluding depreciation) | 1,535 | 3,358 | 4,893 | ||||||||||||||
Depreciation | 125 | — | 125 | ||||||||||||||
Interest expense | 880 | — | 880 | ||||||||||||||
Provision for income taxes | 5 | — | 5 | ||||||||||||||
Income (loss) from continuing operations | $ | (898 | ) | $ | 128 | $ | (770 | ) | |||||||||
For the Nine Months Ended September 30, 2013 | |||||||||||||||||
Terminalling | Fleet services | Total | |||||||||||||||
services | |||||||||||||||||
Revenues | |||||||||||||||||
Third party | $ | 5,338 | $ | 12,429 | $ | 17,767 | |||||||||||
Related party | — | 746 | 746 | ||||||||||||||
Operating costs (excluding depreciation) | 4,385 | 12,810 | 17,195 | ||||||||||||||
Depreciation | 376 | — | 376 | ||||||||||||||
Interest expense | 2,525 | — | 2,525 | ||||||||||||||
Provision for income taxes | 22 | — | 22 | ||||||||||||||
Income (loss) from continuing operations | $ | (1,970 | ) | $ | 365 | $ | (1,605 | ) | |||||||||
Reconciliation of Adjusted EBITDA to Loss from Continuing Operations | ' | ||||||||||||||||
The following table provides a reconciliation of Adjusted EBITDA to loss from continuing operations, in thousands: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Adjusted EBITDA | |||||||||||||||||
Terminalling services Adjusted EBITDA | $ | 4,939 | $ | 112 | $ | 3,555 | $ | 953 | |||||||||
Fleet services Adjusted EBITDA | 380 | 128 | 856 | 365 | |||||||||||||
Depreciation | (1,083 | ) | (125 | ) | (1,337 | ) | (376 | ) | |||||||||
Unrecovered reimbursable freight costs(1) | (865 | ) | — | (1,475 | ) | — | |||||||||||
Deferred revenue related to minimum commitment fees(2) | (1,348 | ) | — | (1,348 | ) | — | |||||||||||
Interest expense, net | (1,525 | ) | (880 | ) | (3,509 | ) | (2,525 | ) | |||||||||
Gain associated with derivative instruments | 1,375 | — | 573 | — | |||||||||||||
Foreign currency transaction loss | (2,991 | ) | — | (3,679 | ) | — | |||||||||||
Provision for income taxes | (61 | ) | (5 | ) | (85 | ) | (22 | ) | |||||||||
Loss from continuing operations | $ | (1,179 | ) | $ | (770 | ) | $ | (6,449 | ) | $ | (1,605 | ) | |||||
-1 | Provision for bad debts associated with unrecovered reimbursable freight costs related to the initial delivery of railcars in support of the Hardisty Terminal. | ||||||||||||||||
-2 | Represents deferred revenue associated with minimum commitment fees in excess of throughput utilized, which fees are not refundable to the customers. See Note 6—Deferred Revenue. | ||||||||||||||||
Summary of Predecessor's Total Assets by Segment from Continuing Operations | ' | ||||||||||||||||
The following tables summarize the Predecessor’s total assets by segment from continuing operations, in thousands: | |||||||||||||||||
As of | |||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||
Terminalling services | $ | 121,033 | $ | 68,995 | |||||||||||||
Fleet services | 11,935 | 8,197 | |||||||||||||||
Total assets | $ | 132,968 | $ | 77,192 | |||||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Assets and Liabilities of Discontinued Operations | ' | ||||||||||||||||
Assets and liabilities of our Discontinued Operations are as follows, in thousands: | |||||||||||||||||
As of | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Assets: | |||||||||||||||||
Receivables | $ | 453 | $ | 603 | |||||||||||||
Cash proceeds placed in escrow related to the Sale | — | 29,473 | |||||||||||||||
Total assets | $ | 453 | $ | 30,076 | |||||||||||||
Liabilities: | |||||||||||||||||
Bonus accrued for payment to employees | $ | 2,412 | $ | 5,835 | |||||||||||||
Total liabilities | $ | 2,412 | $ | 5,835 | |||||||||||||
Summary of Operating Results from Discontinued Operations | ' | ||||||||||||||||
The following table shows the Predecessor’s results from its Discontinued Operations, in thousands: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Discontinued operations: | |||||||||||||||||
Revenues and other income | $ | — | $ | 1,128 | $ | 452 | $ | 8,046 | |||||||||
Bad debts expense | 183 | — | 603 | — | |||||||||||||
Income before provision for income taxes | (183 | ) | 1,128 | (151 | ) | 8,046 | |||||||||||
Provision for income taxes | — | 30 | 1 | 45 | |||||||||||||
Net income (loss) | (183 | ) | 1,098 | (152 | ) | 8,001 |
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | ||||
Dec. 12, 2012 | Sep. 30, 2014 | Oct. 15, 2014 | Oct. 08, 2014 | Oct. 15, 2014 | Oct. 08, 2014 | Oct. 08, 2014 | Oct. 08, 2014 | Aug. 31, 2014 | Sep. 30, 2014 | |
Subsidiary | Segments | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | |
IPO [Member] | IPO [Member] | Management [Member] | Public Unitholders [Member] | Tranches | ||||||
Partnership Organization And Basis Of Presentation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted to employees | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' |
Number of tranches | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' |
Units granted conversion, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Assuming certain conditions are met, Class A Units become eligible to convert into Common Units in four equal tranches beginning no earlier than January 1, 2016 [at a conversion factor ranging from 1.0 to 2.0]. |
Units granted conversion factor, minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 |
Units granted conversion factor, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2 |
Common units issued | ' | ' | ' | ' | ' | 9,120,000 | ' | ' | ' | ' |
General partner interest, percentage | ' | ' | 2.00% | 2.00% | ' | ' | 1.20% | ' | ' | ' |
Limited partner interest, percentage | ' | ' | ' | 54.10% | 42.70% | ' | ' | 42.70% | ' | ' |
Number of subsidiaries sold | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Accounting_Policie3
Significant Accounting Policies and Recent Accounting Pronouncements - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
USD ($) | USD ($) | CAD | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | |
Continuing Operations [Member] | Continuing Operations [Member] | Discontinued Operations [Member] | Discontinued Operations [Member] | ||||
USD ($) | USD ($) | USD ($) | USD ($) | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Bad debt expenses | $1,000,000 | $2,100,000 | ' | $800,000 | $1,500,000 | $200,000 | $600,000 |
Average incentive payment amount per railcar shipped | ' | 100 | 100 | ' | ' | ' | ' |
Maximum payment for railcar shipped | ' | ' | 12,500,000 | ' | ' | ' | ' |
Recognized gain on derivative contracts | $1,375,000 | $573,000 | ' | ' | ' | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies and Recent Accounting Pronouncements - Schedule of Derivative Contracts Outstanding (Detail) (CAD) | Sep. 30, 2014 |
In Millions, unless otherwise specified | |
Expiration of Foreign Currency Collars 12/31/2014 [Member] | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' |
Notional Amount | 7.4 |
Floor | 0.91% |
Ceiling | 0.93% |
Expiration of Foreign Currency Collars 3/31/2015 [Member] | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' |
Notional Amount | 7.3 |
Floor | 0.91% |
Ceiling | 0.93% |
Expiration of Foreign Currency Collars 6/30/2015 [Member] | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' |
Notional Amount | 7.4 |
Floor | 0.91% |
Ceiling | 0.93% |
Expiration of Foreign Currency Collars 9/30/2015 [Member] | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' |
Notional Amount | 7.5 |
Floor | 0.91% |
Ceiling | 0.93% |
Expiration of Foreign Currency Collars 12/31/2015 [Member] | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' |
Notional Amount | 7.5 |
Floor | 0.91% |
Ceiling | 0.93% |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | $92,886 | $14,648 |
Accumulated depreciation | -3,120 | -1,803 |
Construction in progress | 501 | 48,519 |
Property and equipment, net | 90,267 | 61,364 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 5,994 | 6,148 |
Trackage and Facilities [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 81,025 | 8,007 |
Property plant and equipment, useful life | '20 years | ' |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | 5,814 | 488 |
Furniture [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total property and equipment | $53 | $5 |
Property plant and equipment, useful life | '5 years | ' |
Minimum [Member] | Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment, useful life | '5 years | ' |
Maximum [Member] | Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property plant and equipment, useful life | '10 years | ' |
Credit_Facility_Additional_Inf
Credit Facility - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 30, 2008 | |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Revolving credit facility, borrowing capacity | ' | ' | ' | $150,000,000 |
Amount outstanding under the credit facility | ' | 97,800,000 | 30,000,000 | ' |
Credit facility, interest rate description | ' | 'Interest is at the London Interbank Offered Rate ("LIBOR") plus a margin based on USDG's leverage ratio | ' | ' |
Credit facility, interest rate | ' | 4.66% | 3.92% | ' |
Revolving credit facility, unused portion, fee percentage | ' | 0.50% | ' | ' |
Revolving credit facility, maturity date | ' | 30-Mar-15 | ' | ' |
Repayments of credit facility | $67,800,000 | ' | ' | ' |
Credit_Facility_Schedule_of_In
Credit Facility - Schedule of Interest Expense, Net (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Line of Credit Facility [Abstract] | ' | ' | ' | ' |
Interest expense on credit facility | $1,313 | $553 | $2,640 | $1,550 |
Amortization of deferred financing costs | 220 | 327 | 877 | 975 |
Interest income | -8 | ' | -8 | ' |
Total interest expense, net | $1,525 | $880 | $3,509 | $2,525 |
Deferred_Revenue_Summary_of_De
Deferred Revenue - Summary of Deferred Revenue, Current Portion (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Revenue Arrangement [Line Items] | ' | ' |
Total deferred revenue, current portion | $10,217 | $1,563 |
Total deferred revenue, net of current portion | 4,243 | 4,585 |
Customer Prepayments [Member] | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Total deferred revenue, current portion | 8,680 | 1,563 |
Total deferred revenue, net of current portion | 4,243 | 4,585 |
Minimum Commitment Fees [Member] | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' |
Total deferred revenue, current portion | 1,537 | ' |
Total deferred revenue, net of current portion | ' | ' |
Recovered_Sheet1
Transactions with Related parties - Additional information (Detail) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Minimum Commitment Fees [Member] | Minimum Commitment Fees [Member] | VIEs [Member] | VIEs [Member] | VIEs [Member] | VIEs [Member] | VIEs [Member] | J. Aron [Member] | J. Aron [Member] | J. Aron [Member] | J. Aron [Member] | J. Aron [Member] | USDG Loan [Member] | USDG Loan [Member] | USDG Loan [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USDTC [Member] | USDTC [Member] | USDTC [Member] | USD ($) | USD ($) | USD ($) | USD ($) | ||||||
USD ($) | CAD | USD ($) | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party sales | ' | ' | ' | ' | ' | ' | ' | $400,000 | $500,000 | $1,100,000 | $700,000 | ' | $1,500,000 | $0 | $1,700,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
Related party deferred revenues | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | ' | 2,200,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum throughput fees related party | 530,000 | ' | 530,000 | ' | ' | 258,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative costs | 3,215,000 | 1,843,000 | 7,028,000 | 3,887,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | 1,800,000 | 5,600,000 | 3,900,000 |
Initial loan amount of unsecured loan facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,200,000 | ' | ' | ' | ' | ' |
Capacity to increase unsecured loan facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000,000 | ' | ' | ' | ' | ' |
Interest charges for advance amounts outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' |
Outstanding balance | ' | ' | ' | ' | $50,991,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,991,000 | ' | ' | ' | ' |
Transactions_with_Related_Part2
Transactions with Related Parties - Schedule of Deferred Revenue, Current Portion - Related Party (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Other Related Party Transactions [Line Items] | ' | ' |
Total deferred revenue, current portion - related party | $10,217 | $1,563 |
Total deferred revenue, net of current portion - related party | 4,243 | 4,585 |
Customer Prepayments [Member] | ' | ' |
Schedule of Other Related Party Transactions [Line Items] | ' | ' |
Total deferred revenue, current portion - related party | 8,680 | 1,563 |
Total deferred revenue, net of current portion - related party | 4,243 | 4,585 |
Minimum Commitment Fees [Member] | ' | ' |
Schedule of Other Related Party Transactions [Line Items] | ' | ' |
Total deferred revenue, current portion - related party | 1,537 | ' |
Total deferred revenue, net of current portion - related party | ' | ' |
Related Party [Member] | ' | ' |
Schedule of Other Related Party Transactions [Line Items] | ' | ' |
Total deferred revenue, current portion - related party | 530 | ' |
Total deferred revenue, net of current portion - related party | 1,940 | ' |
Related Party [Member] | Customer Prepayments [Member] | ' | ' |
Schedule of Other Related Party Transactions [Line Items] | ' | ' |
Total deferred revenue, current portion - related party | 272 | ' |
Total deferred revenue, net of current portion - related party | 1,940 | ' |
Related Party [Member] | Minimum Commitment Fees [Member] | ' | ' |
Schedule of Other Related Party Transactions [Line Items] | ' | ' |
Total deferred revenue, current portion - related party | 258 | ' |
Total deferred revenue, net of current portion - related party | ' | ' |
Collaborative_Arrangements_Add
Collaborative Arrangements - Additional Information (Detail) (Collaborative Arrangement [Member], Predecessor [Member], USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Collaborative Arrangement [Member] | Predecessor [Member] | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' |
Pipeline fees recorded | $1,700 | $1,700 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Other current liabilities | $2,126,000 | $3,656,000 |
Pay construction retention balances | $1,400,000 | ' |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segments | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 2 |
Minimum [Member] | Fleet Services [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Take or pay period for leased railcars | '5 years |
Maximum [Member] | Fleet Services [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Take or pay period for leased railcars | '9 years |
Segment_Reporting_Summary_of_P
Segment Reporting - Summary of Predecessor's Reportable Segment Data for Continuing Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues | ' | ' | ' | ' |
Revenues | $12,986 | $5,133 | $23,907 | $18,513 |
Depreciation | 1,083 | 125 | 1,337 | 376 |
Interest expense, net | 1,525 | 880 | 3,509 | 2,525 |
Provision for income taxes | 61 | 5 | 85 | 22 |
Income (loss) from continuing operations | -1,179 | -770 | -6,449 | -1,605 |
Predecessor [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Operating costs (excluding depreciation) | 9,880 | 4,893 | 22,319 | 17,195 |
Depreciation | 1,083 | 125 | 1,337 | 376 |
Interest expense, net | 1,525 | 880 | 3,509 | 2,525 |
Other expense, net | 1,616 | ' | 3,106 | ' |
Provision for income taxes | 61 | 5 | 85 | 22 |
Income (loss) from continuing operations | -1,179 | -770 | -6,449 | -1,605 |
Predecessor [Member] | Third Party [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Revenues | 11,099 | 4,663 | 21,083 | 17,767 |
Predecessor [Member] | Related Party [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Revenues | 1,887 | 470 | 2,824 | 746 |
Terminalling Services [Member] | Predecessor [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Operating costs (excluding depreciation) | 6,173 | 1,535 | 11,005 | 4,385 |
Depreciation | 1,083 | 125 | 1,337 | 376 |
Interest expense, net | 1,525 | 880 | 3,509 | 2,525 |
Other expense, net | 1,621 | ' | 3,111 | ' |
Provision for income taxes | 7 | 5 | 29 | 22 |
Income (loss) from continuing operations | -645 | -898 | -5,779 | -1,970 |
Terminalling Services [Member] | Predecessor [Member] | Third Party [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Revenues | 8,450 | 1,647 | 11,898 | 5,338 |
Terminalling Services [Member] | Predecessor [Member] | Related Party [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Revenues | 1,314 | ' | 1,314 | ' |
Fleet Services [Member] | Predecessor [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Operating costs (excluding depreciation) | 3,707 | 3,358 | 11,314 | 12,810 |
Other expense, net | -5 | ' | -5 | ' |
Provision for income taxes | 54 | ' | 56 | ' |
Income (loss) from continuing operations | -534 | 128 | -670 | 365 |
Fleet Services [Member] | Predecessor [Member] | Third Party [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Revenues | 2,649 | 3,016 | 9,185 | 12,429 |
Fleet Services [Member] | Predecessor [Member] | Related Party [Member] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Revenues | $573 | $470 | $1,510 | $746 |
Segment_Reporting_Reconciliati
Segment Reporting - Reconciliation of Adjusted EBITDA to Loss from Continuing Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Adjusted EBITDA | ' | ' | ' | ' |
Depreciation | ($1,083) | ($125) | ($1,337) | ($376) |
Unrecovered reimbursable freight costs | -865 | ' | -1,475 | ' |
Interest expense, net | -1,525 | -880 | -3,509 | -2,525 |
Deferred revenue related to minimum commitment fees | -1,348 | ' | -1,348 | ' |
Gain associated with derivative instruments | 1,375 | ' | 573 | ' |
Foreign currency transaction loss | -2,991 | ' | -3,679 | ' |
Provision for income taxes | -61 | -5 | -85 | -22 |
Loss from continuing operations | -1,179 | -770 | -6,449 | -1,605 |
Terminalling Services [Member] | ' | ' | ' | ' |
Adjusted EBITDA | ' | ' | ' | ' |
Services Adjusted EBITDA | 4,939 | 112 | 3,555 | 953 |
Fleet Services [Member] | ' | ' | ' | ' |
Adjusted EBITDA | ' | ' | ' | ' |
Services Adjusted EBITDA | $380 | $128 | $856 | $365 |
Segment_Reporting_Summary_of_P1
Segment Reporting - Summary of Predecessor's Total Assets by Segment from Continuing Operations (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Total assets | $133,421 | $107,268 |
Predecessor [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets | 132,968 | 77,192 |
Predecessor [Member] | Terminalling Services [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets | 121,033 | 68,995 |
Predecessor [Member] | Fleet Services [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets | $11,935 | $8,197 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Taxes Disclosure [Line Items] | ' | ' | ' | ' |
Provision for income taxes | $61 | $5 | $85 | $22 |
Predecessor [Member] | ' | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' | ' |
Provision for income taxes | $61 | $5 | $85 | $22 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Subsidiaries | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | ||||||
Service Agreements [Member] | Service Agreements [Member] | Service Agreements [Member] | Service Agreements [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of subsidiaries | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from sale of subsidiary | ' | ' | ' | ' | $502,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) from discontinued operations, net of tax | -183,000 | 224,000 | -152,000 | 722,000 | ' | ' | -183,000 | 1,098,000 | -152,000 | 8,001,000 | ' | 0 | 200,000 | 500,000 | 700,000 |
Gain on sale of discontinued operations | ' | 874,000 | ' | 7,279,000 | ' | ' | 0 | 900,000 | 0 | 7,300,000 | ' | ' | ' | ' | ' |
Cash proceeds in escrow related sale | ' | ' | ' | ' | ' | $29,473,000 | ' | ' | ' | ' | $29,500,000 | ' | ' | ' | ' |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Receivables | $453 | $603 |
Cash proceeds placed in escrow related to the Sale | ' | 29,473 |
Total assets | 453 | 30,076 |
Liabilities: | ' | ' |
Bonus accrued for payment to employees | 2,412 | 5,835 |
Total liabilities | $2,412 | $5,835 |
Discontinued_Operations_Summar
Discontinued Operations - Summary of Operating Results from Discontinued Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Discontinued operations: | ' | ' | ' | ' |
Net income (loss) | ($183) | $224 | ($152) | $722 |
Predecessor [Member] | ' | ' | ' | ' |
Discontinued operations: | ' | ' | ' | ' |
Revenues and other income | ' | 1,128 | 452 | 8,046 |
Bad debts expense | 183 | ' | 603 | ' |
Income before provision for income taxes | -183 | 1,128 | -151 | 8,046 |
Provision for income taxes | ' | 30 | 1 | 45 |
Net income (loss) | ($183) | $1,098 | ($152) | $8,001 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information - IPO (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Oct. 15, 2014 | Oct. 08, 2014 | Oct. 08, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 08, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Parent Company [Member] | Parent [Member] | Subsidiary of Common Parent [Member] | IPO [Member] | IPO [Member] | Common Units [Member] | Subordinated Units [Member] | |||||
Capital Contributions [Member] | |||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial public offering, shares | ' | ' | ' | ' | ' | ' | ' | ' | 9,120,000 | ' | ' |
Price per common unit | ' | ' | ' | ' | ' | ' | ' | ' | $17 | ' | ' |
Common unit, shares | ' | ' | ' | ' | 1,093,545 | ' | ' | ' | ' | ' | ' |
Subordinated unit, shares | ' | ' | ' | ' | 10,463,545 | ' | ' | ' | ' | ' | ' |
Aggregate percentage of limited partner interest in partnership | ' | ' | ' | 54.10% | 54.10% | ' | ' | 42.70% | ' | 5.10% | 49.00% |
General partnership interest and incentive distribution rights | ' | ' | 2.00% | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' |
Proceeds from offering | ' | ' | ' | $145,000,000 | ' | ' | ' | ' | ' | ' | ' |
Borrowings under term loan facility | ' | ' | ' | 100,000,000 | ' | 100,000,000 | ' | ' | ' | ' | ' |
Cash distribution paid | ' | ' | ' | 99,200,000 | ' | ' | ' | ' | ' | ' | ' |
Fees and expenses related to offering | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt | ' | ' | ' | 97,800,000 | ' | ' | ' | ' | ' | ' | ' |
Payment of fees and expenses | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' |
Cash retained for general partnership purposes | 31,047,000 | 22,501,000 | ' | 36,800,000 | ' | ' | ' | ' | ' | ' | ' |
Number of general partner units issued | ' | ' | 427,083 | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed debt | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' |
Proceeds from initial public offering | ' | ' | ' | ' | ' | ' | ' | 155,000,000 | ' | ' | ' |
Underwriters discount | ' | ' | ' | ' | ' | ' | ' | 9,100,000 | ' | ' | ' |
Capital contribution paid to Opco | ' | ' | ' | ' | ' | ' | $105,500,000 | ' | ' | ' | ' |
Subsequent_Events_Additional_I1
Subsequent Events - Additional Information - Omnibus Agreement (Detail) (Subsequent Event [Member], Affiliated Entity [Member], Omnibus Agreement [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Oct. 15, 2014 |
Subsequent Event [Line Items] | ' |
Omnibus Agreement date | 15-Oct-14 |
Amount of fixed annual fees | $4.90 |
Management Services Agreements [Member] | ' |
Subsequent Event [Line Items] | ' |
Amount of fixed annual fees | $2.50 |
Subsequent_Events_Additional_I2
Subsequent Events - Additional Information - Credit Facilities - Face Amounts (Detail) (USD $) | 9 Months Ended | ||||||
Sep. 30, 2014 | Nov. 30, 2008 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | |
Revolving Credit Facility [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Revolving Credit Facility [Member] | Standby Letters of Credit [Member] | Swing Line Loans [Member] | Secured Term Loan Facility [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Senior secured credit facility | ' | ' | $300,000,000 | $200,000,000 | ' | ' | $100,000,000 |
Aggregate revolving credit facility, sublimit for stand by letters of credit | ' | 150,000,000 | 300,000,000 | ' | 20,000,000 | 20,000,000 | ' |
Additional amount of revolving credit facility | ' | ' | 100,000,000 | ' | ' | ' | ' |
Availability of maximum credit facility | ' | ' | $400,000,000 | ' | ' | ' | ' |
Revolving credit facility, description | 'As the term loan is paid off, availability equal to the amount of the term loan pay-down will be transferred from the term loan to the revolving credit facility automatically, ultimately increasing availability on the revolving credit facility to $300.0 million once the term loan is fully repaid. | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Additional_I3
Subsequent Events - Additional Information - Credit Facilities - Interest Rates (Detail) | 9 Months Ended | 0 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | |
Revolving Credit Facility [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
Term Loan [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | ||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | |||
Base Rate [Member] | Canadian Prime Rate [Member] | Libor Rate Loan [Member] | Canadian Dealer Offered Rate [Member] | Variable Income Interest Rate [Member] | Base Rate [Member] | Canadian Prime Rate [Member] | Libor Rate Loan [Member] | Canadian Dealer Offered Rate [Member] | Base Rate [Member] | Canadian Prime Rate [Member] | Libor Rate Loan [Member] | Canadian Dealer Offered Rate [Member] | Variable Income Interest Rate [Member] | Base Rate [Member] | Canadian Prime Rate [Member] | Libor Rate Loan [Member] | Canadian Dealer Offered Rate [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage points added to the reference rate | ' | ' | 1.25% | 1.25% | 2.25% | 2.25% | ' | 1.35% | 1.35% | 2.35% | 2.35% | 2.25% | 2.25% | 3.25% | 3.25% | ' | 2.35% | 2.35% | 3.35% | 3.35% |
Unused commitment fee | 0.50% | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' |
Additional interest rate on term loan | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Additional_I4
Subsequent Events - Additional Information - Credit Facilities - Ratio (Detail) (Subsequent Event [Member]) | 0 Months Ended |
Oct. 15, 2014 | |
Subsequent Event [Line Items] | ' |
Interest coverage ratio | 2.5 |
Consolidated total leverage ratio | 4.5 |
Senior Notes [Member] | ' |
Subsequent Event [Line Items] | ' |
Consolidated senior secured leverage ratio | 3.5 |
Senior Notes [Member] | Two Quarters Following Closing of Material Acquisition [Member] | ' |
Subsequent Event [Line Items] | ' |
Consolidated senior secured leverage ratio | 4 |
Unsecured Debt [Member] | ' |
Subsequent Event [Line Items] | ' |
Maximum alternative leverage ratio | 5 |
Issuance of unsecured notes | 'Consolidated Total Leverage Ratio of not greater than 4.50 to 1.00 (or 5.00 to 1.00 at any time after (i) the Partnership has issued at least $150.0 million of unsecured notes |
Unsecured Debt [Member] | Two Quarters Following Closing of Material Acquisition [Member] | ' |
Subsequent Event [Line Items] | ' |
Date of such acquisition, the maximum permitted ratio shall be increased by | 0.5 |