Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Mar. 24, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | USD PARTNERS LP | ||
Trading Symbol | USDP | ||
Entity Central Index Key | 1610682 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-Known Seasoner Filer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $0 | ||
Common Units [Member] | |||
Document Information [Line Items] | |||
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 | 220,000 | ||
General Partner [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 427,083 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Railroad incentives | $719 | $0 | $0 |
Fleet leases | 8,788 | 13,572 | 15,964 |
Freight and other reimbursables | 2,141 | 1,778 | 203 |
Total revenues | 36,098 | 26,301 | 24,875 |
Operating costs: | |||
Subcontracted rail services | 6,994 | 1,898 | 1,847 |
Pipeline fees | 3,625 | 0 | 0 |
Fleet leases | 8,788 | 13,572 | 15,964 |
Freight and other reimbursables | 2,605 | 4,402 | 203 |
Selling, general and administrative | 6,905 | 1,475 | 2,080 |
Depreciation | 2,631 | 502 | 490 |
Total operating costs | 35,451 | 24,832 | 21,744 |
Operating income | 647 | 1,469 | 3,131 |
Interest expense | 4,825 | 3,241 | 2,050 |
Gain associated with derivative instruments | -1,536 | 0 | 0 |
Foreign currency transaction loss | 4,850 | 39 | 0 |
Income (loss) from continuing operations before provision for income taxes | -7,492 | -1,811 | 1,081 |
Provision for income taxes | 186 | 30 | 26 |
Income (loss) from continuing operations | -7,678 | -1,841 | 1,055 |
Discontinued operations: | |||
Income from discontinued operations | 0 | 948 | 65,204 |
Gain on sale of discontinued operations | 0 | 7,295 | 394,318 |
Net income (loss) | -7,678 | 6,402 | 460,577 |
Net income (loss) attributable to limited partner interest: | |||
Income (loss) from continuing operations | -7,524 | -1,805 | 1,034 |
Income from discontinued operations | 0 | 8,079 | 450,332 |
Net income (loss) attributable to limited partner interest | -7,524 | 6,274 | 451,366 |
Common Units [Member] | |||
Basic and diluted earnings per limited partner unit: (in dollars per share) | |||
Income (loss) from continuing operations | ($0.29) | ($0.16) | $0.09 |
Income from discontinued operations | $0 | $0.70 | $38.97 |
Net income (loss) per common unit (basic and diluted) | ($0.29) | $0.54 | $39.06 |
Weighted average limited partner units outstanding | 3,042,000 | 1,094,000 | 1,094,000 |
Subordinated Units [Member] | |||
Basic and diluted earnings per limited partner unit: (in dollars per share) | |||
Income (loss) from continuing operations | ($0.63) | ($0.16) | $0.09 |
Income from discontinued operations | $0 | $0.70 | $38.97 |
Net income (loss) per common unit (basic and diluted) | ($0.63) | $0.54 | $39.06 |
Weighted average limited partner units outstanding | 10,464,000 | 10,464,000 | 10,464,000 |
Related Party [Member] | |||
Revenues: | |||
Freight and other reimbursables | 464 | 2,624 | 0 |
Operating costs: | |||
Selling, general and administrative | 3,903 | 2,983 | 1,160 |
Terminalling Services [Member] | |||
Revenues: | |||
Revenues | 18,266 | 7,130 | 8,703 |
Railroad incentives | 719 | ||
Total revenues | 22,484 | 7,130 | 8,703 |
Operating costs: | |||
Subcontracted rail services | 6,994 | 1,898 | 1,847 |
Pipeline fees | 3,625 | ||
Depreciation | 2,631 | 502 | 490 |
Total operating costs | 19,540 | 6,104 | 5,337 |
Operating income | 2,944 | 1,026 | 3,366 |
Interest expense | 3,600 | 3,241 | 2,050 |
Gain associated with derivative instruments | -1,536 | ||
Foreign currency transaction loss | 4,406 | 39 | |
Provision for income taxes | 47 | 21 | 26 |
Income (loss) from continuing operations | -3,573 | -2,275 | 1,290 |
Terminalling Services [Member] | Related Party [Member] | |||
Revenues: | |||
Revenues | 3,499 | 0 | 0 |
Fleet Services [Member] | |||
Revenues: | |||
Revenues | 720 | 235 | 5 |
Fleet leases | 8,788 | 13,572 | 15,964 |
Freight and other reimbursables | 2,141 | 1,778 | 203 |
Total revenues | 13,614 | 19,171 | 16,172 |
Operating costs: | |||
Fleet leases | 8,788 | 13,572 | 15,964 |
Freight and other reimbursables | 2,605 | 4,402 | 203 |
Depreciation | 0 | 0 | 0 |
Total operating costs | 14,043 | 18,354 | 16,281 |
Operating income | -429 | 817 | -109 |
Interest expense | 0 | 0 | 0 |
Foreign currency transaction loss | -17 | 0 | |
Provision for income taxes | 140 | 9 | 0 |
Income (loss) from continuing operations | -552 | 808 | -109 |
Fleet Services [Member] | Related Party [Member] | |||
Revenues: | |||
Revenues | 1,501 | 962 | 0 |
Freight and other reimbursables | $464 | $2,624 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net loss | ($7,678) | $6,402 | $460,577 |
Other comprehensive income (loss) — foreign currency translation, net of income tax expense (benefit) of $667 thousand, $(719) thousand and $(3) thousand | 1,295 | -1,395 | -5 |
Comprehensive income (loss) | ($6,383) | $5,007 | $460,572 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation, tax expense (benefit) | $667 | ($719) | ($3) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($7,678) | $6,402 | $460,577 |
Income from discontinued operations | 0 | -948 | -65,204 |
Gain on sale of discontinued operations | 0 | -7,295 | -394,318 |
Loss from continuing operations | -7,678 | -1,841 | 1,055 |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: | |||
Depreciation | 2,631 | 502 | 490 |
Gain associated with derivative instruments | -1,536 | 0 | 0 |
Settlement of derivative contracts | 344 | 0 | 0 |
Bad debt expense | 1,424 | 0 | 0 |
Amortization of deferred financing costs | 1,056 | 1,420 | 1,216 |
Unit based compensation expense | 550 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -4,264 | -602 | -1,019 |
Accounts receivable — related party | 268 | -402 | 0 |
Prepaid rent | -726 | -2,761 | -2,500 |
Prepaid expenses and other current assets | -3,789 | -1,892 | 0 |
Accounts payable and accrued expenses | -2,372 | 6,590 | 1,888 |
Deferred revenue and other liabilities | 17,497 | 7,263 | 668 |
Deferred revenue — related party | 0 | 962 | 0 |
Change in restricted cash | -6,490 | 0 | 0 |
Net cash provided by (used in) operating activities | -3,085 | 9,239 | 1,798 |
Cash flows from investing activities: | |||
Additions of property and equipment | -33,736 | -56,114 | -773 |
Purchase of derivative instruments | -468 | 0 | 0 |
Net cash used in investing activities | -34,204 | -56,114 | -773 |
Cash flows from financing activities: | |||
Repayment of Term Loan Facility | -97,845 | 0 | -15,668 |
Proceeds from Term Loan Facility | 67,845 | 0 | 0 |
Payments for deferred financing costs | -3,909 | -261 | -926 |
Contributions from parent | 14,329 | 0 | 0 |
Distributions to parent | -107,828 | -7,547 | -8,899 |
Proceeds from Term Loan Facility | 100,000 | 0 | 0 |
Repayment of Term Loan Facility | -14,992 | 0 | 0 |
Net proceeds from the initial public offering | 137,495 | 0 | 0 |
(Repayment) proceeds of loan from parent | -49,390 | 52,693 | 266 |
Net cash provided by (used in) financing activities | 45,705 | 44,885 | -25,227 |
Cash provided by discontinued operations: | |||
Net cash provided by operating activities | 0 | 3,411 | 52,331 |
Net cash provided by investing activities | 29,473 | 10,000 | 436,762 |
Net cash used in financing activities | -5,232 | -8,243 | -463,406 |
Net cash provided by discontinued operations | 24,241 | 5,168 | 25,687 |
Effect of exchange rates on cash | 1,441 | -1,498 | -5 |
Net change in cash and cash equivalents | 34,098 | 1,680 | 1,480 |
Cash and cash equivalents — beginning of year | 6,151 | 4,471 | 2,991 |
Cash and cash equivalents — end of year | $40,249 | $6,151 | $4,471 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $40,249,000 | $6,151,000 |
Restricted cash | 6,490,000 | 0 |
Accounts receivable, net | 4,221,000 | 1,587,000 |
Accounts receivable — related party | 134,000 | 402,000 |
Prepaid rent, current portion | 3,229,000 | 983,000 |
Prepaid expenses and other current assets | 7,141,000 | 1,977,000 |
Note receivable — related party | 2,472,000 | 0 |
Current assets — discontinued operations | 0 | 30,076,000 |
Total current assets | 63,936,000 | 41,176,000 |
Property and equipment, net | 84,059,000 | 61,364,000 |
Prepaid rent, net of current portion | 2,757,000 | 4,278,000 |
Deferred financing costs, net | 2,900,000 | 450,000 |
Total assets | 153,652,000 | 107,268,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,875,000 | 7,073,000 |
Accounts payable — related party | 492,000 | 0 |
Loan from parent | 0 | 50,991,000 |
Deferred revenue, current portion | 15,540,000 | 1,563,000 |
Deferred revenue, current portion — related party | 5,256,000 | 0 |
Other current liabilities | 877,000 | 3,656,000 |
Current liabilities — discontinued operations | 0 | 5,835,000 |
Total current liabilities | 26,040,000 | 69,118,000 |
Credit facility | 81,358,000 | 30,000,000 |
Deferred revenue, net of current portion | 3,656,000 | 4,585,000 |
Deferred revenue — related party, net of current portion | 1,931,000 | 962,000 |
Total Liabilities | 112,985,000 | 104,665,000 |
Commitments and contingencies (Note 10) | ||
Partners’ capital | ||
Limited partners' capital | 4,003,000 | |
General partner units (427,083 authorized and issued at December 31, 2014) | 103,000 | 0 |
Accumulated other comprehensive loss | -105,000 | -1,400,000 |
Total partners' capital | 40,667,000 | 2,603,000 |
Total liabilities and partners' capital | 153,652,000 | 107,268,000 |
Common Units [Member] | ||
Partners’ capital | ||
Limited partners' capital | 128,097,000 | |
Class A Units [Member] | ||
Partners’ capital | ||
Limited partners' capital | 550,000 | |
Subordinated Units [Member] | ||
Partners’ capital | ||
Limited partners' capital | ($87,978,000) |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2014 |
General partner units, authorized | 427,083 |
General partner units, issued | 427,083 |
Common Units [Member] | |
Limited partnership units, authorized | 10,213,545 |
Limited partnership units, issued | 10,213,545 |
Class A Units [Member] | |
Limited partnership units, authorized | 220,000 |
Limited partnership units, issued | 220,000 |
Subordinated Units [Member] | |
Limited partnership units, authorized | 10,463,545 |
Limited partnership units, issued | 10,463,545 |
Consolidated_Statements_of_Par
Consolidated Statements of Partners' Capital Statement (USD $) | Total | Accumulated Other Comprehensive Income (Loss) [Member] | Predecessor Partner Interest [Member] | Limited Partner [Member] | Limited Partner [Member] | Limited Partner [Member] | General Partner [Member] |
In Thousands, except Share data, unless otherwise specified | Common Units [Member] | Class A Units [Member] | Subordinated Units [Member] | ||||
Partners' capital account ending balance at Dec. 31, 2011 | $0 | $25,119 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Allocation of partnership interests | 0 | ||||||
Net loss allocation from October 15 through December 31, 2014 | 451,366 | ||||||
Net loss | 460,577 | 460,577 | 42,709 | 0 | 408,657 | 9,211 | |
Contributions, predecessor partner interest | 0 | ||||||
Distributions, predecessor partner interest | -472,305 | ||||||
Cumulative translation adjustment | -5 | -5 | |||||
Partners' capital account beginning balance at Dec. 31, 2012 | 13,386 | -5 | 13,391 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Allocation of partnership interests | 0 | ||||||
Net loss allocation from October 15 through December 31, 2014 | 6,274 | ||||||
Net loss | 6,402 | 6,402 | 594 | 0 | 5,680 | 128 | |
Contributions, predecessor partner interest | 0 | ||||||
Distributions, predecessor partner interest | -15,790 | ||||||
Cumulative translation adjustment | -1,395 | -1,395 | |||||
Partners' capital account beginning balance at Dec. 31, 2013 | 2,603 | -1,400 | 4,003 | 0 | 0 | 0 | 0 |
Partners' capital account ending balance (in units) at Dec. 31, 2013 | 0 | 0 | 0 | 0 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net loss for the period January 1 through October 14, 2014 | -7,206 | ||||||
Net loss | -7,206 | -668 | 0 | -6,394 | -144 | ||
Partners' capital account beginning balance at Oct. 14, 2014 | |||||||
Partners' capital account ending balance at Dec. 31, 2013 | 2,603 | -1,400 | 4,003 | 0 | 0 | 0 | 0 |
Partners' capital account beginning balance (in units) at Dec. 31, 2013 | 0 | 0 | 0 | 0 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Allocation of partnership interests | -3,199 | 292 | 0 | 2,794 | 113 | ||
Allocation of partnership interests (in units) | 1,093,545 | 250,000 | 10,463,545 | 427,083 | |||
Proceeds from IPO | 137,495 | ||||||
Proceeds from IPO (in units) | 9,120,000 | ||||||
Unit based compensation expense | 550 | ||||||
Forfeited units (in units) | -30,000 | ||||||
Distributions, limited partners | -9,462 | 0 | -90,538 | ||||
Net loss allocation from October 15 through December 31, 2014 | -7,524 | ||||||
Net loss allocation from October 15 through December 31, 2014 | -10 | ||||||
Distributions, general partner | 0 | ||||||
Net loss | -7,678 | ||||||
Contributions, predecessor partner interest | 14,233 | ||||||
Distributions, predecessor partner interest | -7,831 | ||||||
Cumulative translation adjustment | 1,295 | 1,295 | |||||
Partners' capital account beginning balance at Dec. 31, 2014 | 40,667 | -105 | 0 | 128,097 | 550 | -87,978 | 103 |
Partners' capital account ending balance (in units) at Dec. 31, 2014 | 10,213,545 | 220,000 | 10,463,545 | 427,083 | |||
Partners' capital account ending balance at Oct. 14, 2014 | |||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net loss allocation from October 15 through December 31, 2014 | -228 | -234 | |||||
Net loss | -472 | -228 | 0 | -234 | -10 | ||
Partners' capital account beginning balance at Dec. 31, 2014 | $40,667 | $128,097 | $550 | ($87,978) | $103 | ||
Partners' capital account ending balance (in units) at Dec. 31, 2014 | 10,213,545 | 220,000 | 10,463,545 | 427,083 |
Organization_and_Description_o
Organization and Description of Business | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Organization and Description of Business | ORGANIZATION AND DESCRIPTION OF BUSINESS | ||||
Initial Public Offering | |||||
USD Partners LP and its consolidated subsidiaries, which are referred to herein as "we," "our," "us," "USDP" and the "Partnership," is a Delaware limited partnership organized on June 5, 2014 by US Development Group LLC ("USD") and USD Partners GP LLC, our general partner. Subsequently, USD contributed all of its ownership interests in USD Partners GP LLC to its wholly-owned subsidiary USD Group LLC ("USDG"). | |||||
In contemplation of the initial public offering ("IPO"), of our common units, the board of directors of our general partner granted 250,000 Class A units, representing limited partner interests in USDP, to key employees in August 2014. The awards issued are performance-based awards that contain distribution equivalent rights. We determined the grant date of these awards, as defined within the relevant accounting guidance, to be the day on which the IPO was effective, or October 8, 2014. 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 15, 2014, we completed the IPO of 9,120,000 of our common units, representing a 42.8% limited partner interest in us, for proceeds of approximately $145 million after underwriting discounts, commissions and structuring fees. On the same date, we entered into a senior secured credit agreement with a consortium of lenders with an aggregate capacity of $300 million comprised of a $200 million revolving credit component and a $100 million term loan component. We also completed other transactions in connection with the closing of our IPO pursuant to which USD conveyed to us its ownership interests in each of its subsidiaries that own or operate the Hardisty, San Antonio and West Colton rail terminals and the railcar business. In exchange for these ownership interests, we: (1) issued to USDG 1,093,545 of our common units and all 10,463,545 of our subordinated units, currently representing an aggregate 54.2% limited partner interest, (2) assumed $30 million of borrowings under a senior secured credit agreement payable to Bank of Oklahoma and (3) granted USDG the right to receive $100 million. Additionally, we issued to our general partner 427,083 General Partner Units, representing a 2.0% general partner interest in us, as well as all of our incentive distribution rights. We used the net proceeds from our IPO as follows (in millions): | |||||
Net Proceeds from the IPO | $ | 145 | |||
Less: | |||||
Reimbursement of USD for IPO expenses | (7.5 | ) | |||
Payment of debt issuance costs | (2.9 | ) | |||
Repayment of Bank of Oklahoma debt | (30.0 | ) | |||
Repayment of bank indebtedness of subsidiary | (67.8 | ) | |||
Net cash retained | $ | 36.8 | |||
We also borrowed the Canadian equivalent of U.S. $100 million on our senior secured credit agreement, which we used to distribute to USDG pursuant to the right we granted them in connection with our IPO. We also received a debt guarantee whereby USDG will repay up to $100 million of any amounts outstanding under the term loan component of our senior secured credit agreement upon default by us. | |||||
Unless the context otherwise requires, references in this report to the Predecessor, we, our, us or like terms, when used in a historical context (periods prior to October 15, 2014), refer to the following subsidiaries, collectively, that were contributed to the Partnership in connection with our IPO of 9,120,000 common units that we completed on October 15, 2014: San Antonio Rail Terminal LLC (“SART”), USD Logistics Operations GP LLC, USD Logistics Operations LP, USD Rail LP, USD Rail Canada ULC, USD Terminals Canada ULC, West Colton Rail Terminal LLC ("WCRT"), USD Terminals International, and USD Rail International, collectively, the “Contributed Subsidiaries.” The Predecessor also includes the membership interests in the following five subsidiaries of USD which operated crude oil rail terminals that were sold in December 2012 (the "Sale") to a large energy transportation, terminalling and pipeline company (the "Acquirer"): Bakersfield Crude Terminal LLC, Eagle Ford Crude Terminal LLC, Niobrara Crude Terminal LLC, St. James Rail Terminal LLC (“SJRT”), and Van Hook Crude Terminal LLC , collectively known as the “Discontinued Operations.” As a result of the sale, another subsidiary, USD Services LLC ("USDS"), ceased operations and is also included in the results of Discontinued Operations. Refer to Note 17 - Discontinued Operations for additional details. References to USDP, the Partnership, we, our, us, or like terms used in the present tense or prospectively (periods beginning on or after October 15, 2014), refer to USD Partners LP and its subsidiaries. | |||||
General | |||||
We are a fee-based, growth-oriented master limited partnership formed in 2014 by USD to acquire, develop and operate energy-related rail terminals and other high-quality and complementary midstream infrastructure assets and businesses. We generate the majority of our revenue and cash flows by charging fixed fees for providing terminalling services such as railcar loading and unloading for bulk liquid products including crude oil, biofuels, and related products. We also provide railcar services through the management of a railcar fleet that is committed to customers on a long-term basis. We do not take ownership of the underlying commodities that we handle nor do we receive any payments from our customers based on the value of such commodities. 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, we have 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. | |||||
From the time of our formation in June 2014 our capital accounts consisted of a 2.0% general partner interests held by USD Partners GP LLC, a wholly-owned subsidiary of USD Group LLC that held all of our limited partner interests. At December 31, 2013 the capital accounts of our subsidiaries were wholly-owned by USD Group LLC. | |||||
At December 31, 2014, our capital accounts were distributed as follows: | |||||
2014 | |||||
Common units held by the Public | 42.8 | % | |||
Common units held by USDG | 5.1 | % | |||
Subordinated units held by USDG | 49.1 | % | |||
Class A units held by management | 1 | % | |||
General partner interest held by USD Partners GP LLC | 2 | % | |||
100 | % | ||||
US Development Group LLC | |||||
USD is a growth-oriented developer, builder, operator and manager of energy-related infrastructure with a primary focus on development of the hydrocarbons-by-rail concept. USD has developed, built, operated and sold a number of unit train-capable origination and destination terminals. USD is the indirect owner of USD Group LLC and our general partner and is currently owned by Energy Capital Partners, Goldman Sachs and certain of USD's management team members. | |||||
Business Operations | |||||
Our principal operations consist of entities that operate terminal facilities for liquid hydrocarbon and petroleum based products and provide rail and fleet logistics and railcar fleet leasing services. We generate a majority of our 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. 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. Our Terminalling services and Fleet services businesses are discussed below and the financial information associated with these operations are presented in Note 11. Segment Reporting. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | ||
Prior to the completion of our IPO on October 15, 2014, our financial position, results of operations and cash flows consisted of the Predecessor, which represented a combined reporting entity. Subsequent to the IPO, our financial position, results of operations and cash flows consist of consolidated USDP activities and balances. The assets and liabilities in our consolidated financial statements have been reflected on a historical cost basis, as prior to the IPO all of the assets and liabilities presented were wholly-owned by USDG and its affiliates and were transferred within the USDG consolidated group. | ||
The consolidated statements of operations for periods prior to the IPO included expense allocations for certain corporate functions historically 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. Those allocations were based primarily on direct usage when identifiable, budgeted volumes or projected revenues, the remainder allocated evenly across the number of operating entities. The consolidated statements of operations for periods prior to the IPO include amounts allocated to the Predecessor for general corporate expenses incurred by USDG within "Selling, general and administrative ". 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 prior to the IPO. The allocations may not, however, reflect the expenses the Predecessor would have incurred as an independent company for the periods presented prior to the IPO. Actual costs that may have been incurred if the Predecessor had been a standalone 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 prior to the IPO. Effective with the IPO, our general partner and its affiliates provide services to us 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. | ||
Comparative Amounts | ||
We have made certain reclassifications to the amounts reported in prior years to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. | ||
Use of Estimates | ||
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the 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. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include the estimated lives of depreciable property and equipment, recoverability of long-lived assets, and the allowance for doubtful accounts. | ||
Principles of Consolidation | ||
The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. | ||
Cash and Cash Equivalents | ||
Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. | ||
Restricted Cash | ||
We include in restricted cash on our consolidated balance sheets, amounts representing a cash account for which the use of funds is restricted by the collaborative agreement we entered in 2014 with Gibson Energy Partnership (“Gibson”). The collaborative arrangement is further discussed in Note 9. Collaborative Arrangements. As of December 31, 2014 we had a restricted cash balance of $6.5 million representing undistributed amounts retained in our joint revenue collection bank account. | ||
Accounts Receivable | ||
Accounts receivable are primarily due from our customers, which include oil producing and petroleum refining companies, as well as marketers of petroleum, petroleum products and biofuels, for services we have provided. We perform ongoing credit evaluations of our customers. When appropriate, we use the specific identification method to estimate allowances for doubtful accounts based on our 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. We had an allowance for doubtful accounts of approximately $24.5 thousand at December 31, 2014, and $0 at December 31, 2013. We recognized bad debt expense of approximately $1.4 million for the year ended December 31, 2014 and $0 for both of the years ended December 31, 2013 and 2012, which is included in "Selling, general and administrative" in our consolidated statements of operations. | ||
Deferred Financing Costs | ||
Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the effective interest method over the life of the related debt. | ||
Capitalization Policies and Depreciation Methods | ||
We record property and equipment at its original cost, which we depreciate on a straight-line basis over the estimated useful lives of the assets that range from five to 20 years. Our determination of the useful lives of property and equipment requires us to make various assumptions when the assets are placed into service about the expected usage, normal wear and tear and the extent and frequency of maintenance programs. Expenditures for repairs and maintenance are charged to expense as incurred, while improvements that extend the service life or capacity of existing property and equipment are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. | ||
During construction we capitalize direct costs, such as labor, materials and overhead, as well as interest cost we may incur on indebtedness at our incremental borrowing rate. | ||
Impairment of Long-lived Assets | ||
We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include a significant decrease in the fair value of the asset, operating or cash flow losses associated with the use of the asset and a significant change in the asset’s physical condition or use. Our estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration. We recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the long-lived asset following our determination that the carrying amount of a long-lived asset is not recoverable based on the estimated future undiscounted cash flows. We determined there were no asset impairment indicators in 2014, 2013 and 2012. | ||
Fair Value Measurements | ||
We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. | ||
We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: | ||
• | 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). | |
We use the cost, income or market valuation approach to estimate the fair value of our assets and liabilities when insufficient market-observable data is available to support our valuation assumptions. | ||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and our credit facility as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and with respect to the credit facility, the frequent re-pricing of the underlying obligations. The fair value of our historical accounts receivable with affiliates and payables with affiliates cannot be determined due to the related party nature of these items. | ||
Derivative Financial Instruments | ||
Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. At December 31, 2014, we do not employ any derivative financial instruments to manage our exposure to fluctuations in interest rates, although we intend to use derivative financial instruments, including swaps, options and other financial instruments with similar characteristics to manage this exposure in the future. In order to manage our exposure to fluctuations in foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset these risks. We have a program that primarily utilizes foreign currency collar derivative contracts, representing written call options and purchased put options, to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash flows 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 rates set forth in the derivative contacts. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecasted transaction and are not entered into for speculative purposes. | ||
In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair value as current or noncurrent assets or liabilities on a net basis by counterparty. We do not designate, nor have we historically designated, any of our derivative financial instruments as hedges of an underlying asset, liability and/or forecasted transaction. To qualify for hedge accounting treatment as set forth in the authoritative accounting guidance, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation. As a result, changes in the fair value of our derivative financial instruments and the related cash settlement of matured contracts are recognized in "Gain associated with derivative instruments" on our consolidated statements of operations. | ||
Unit Based Compensation | ||
In connection with our IPO and as provided for in our partnership agreement, we granted non-voting Class A units to certain executive officers and other key employees of our general partner who provide services to us. We determined the fair value of our Class A units based on the market price of the underlying common units on the date of our IPO, adjusted for vesting probabilities associated with performance-based vesting requirements and the present value of the expected distributions. The ultimate percentage of units vesting in each tranche depends on a performance condition: specifically, the distributions paid in the last year of the vesting period for each tranche. If distributions meet or fall below a threshold, the Class A units in that tranche are forfeited. If distributions exceed a threshold by less than a target amount, the Class A units in that tranche vest and become convertible into one common unit. If distributions exceed the threshold by more than the target amount, the Class A units in that tranche vest and become convertible into more than one common unit (1.25 to 2.0 times common units per Class A unit, depending on the tranche). Distributions over the vesting period are not paid in arrearage if the Class A units become convertible into more than one common unit. we estimated the expense for each tranche as the number of unit equity awards, multiplied by the per unit grant date fair value of those awards less estimated forfeitures in the probable vesting scenario for each tranche (equaling the applicable conversion multiple times the value of the stock excluding the expected distributions paid over the vesting period (the common unit price at IPO less the present value of the expected distributions) plus the present value of the expected distributions for any tranches that vest). The estimated fair value of our Class A units is amortized over the four-year vesting period using the straight-line method. The Class A units awards will convert into our common units upon the vesting. | ||
Revenue Recognition | ||
We derive our revenues 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. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with the applicable accounting guidance, we record revenues for fleet leases on a gross basis, since we are deemed the primary obligor for the services. We also recognize as revenue on our consolidated statements of operations in "Freight and other reimbursables," on a gross basis, the amounts we charge to our customers for the out-of-pocket expenses we have incurred to provide our railcar fleet services. | ||
We recognize terminalling services revenue when services are provided based on the contractual rates set forth in our agreements related to throughput volumes. Substantially all of the capacity at our Hardisty rail terminal is contracted under multi-year agreements that contain “take-or-pay” provisions where we are entitled to payment from our customer of a minimum monthly commitment fee, regardless of whether the specified throughput to which the customer committed is achieved. These agreements grant the customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. The make-up rights typically expire, if unused, in subsequent periods up to six months following the period for which the volumes were originally committed. We defer recognition of the revenue associated with volumes that are below the minimum monthly commitments until the earlier of (1) the throughput is utilized, (2) the customer’s ability to make up the minimum volume has expired in accordance with the terms of the agreements, or (3) we determine that the likelihood that the customer will be able to make up the minimum volume is remote. Revenue for fleet leases and related party administrative services is recognized ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. We have deferred revenues for amounts collected from customers in our Fleet services segment, which will be recognized as revenue when earned pursuant to the terms of our contracts. We have prepaid rent associated with these deferred revenues on our railcar leases, which we will recognize as expense as these railcars are used. | ||
On December 13, 2013, USDTC entered into a binding agreement with a major railway transportation company, which we refer to as the "Railway," effective with the commencement of the Hardisty rail terminal in June 2014, whereby in consideration for the Railway being the sole rail freight transportation service provider at the Hardisty rail terminal for certain customers, the Railway agreed to pay USDTC an average incentive payment amount of $100 CAD per railcar shipped up to a maximum of $12.5 million CAD through mid-2017. We recognize these revenues in "Railroad incentives" in our consolidated statements of operations as railcars utilize the services of the Railway pursuant to the terms of the agreement. | ||
Income Taxes | ||
We are not a taxable entity for United States federal income tax purposes, or for a majority of the states that impose an income tax. Taxes on our net income are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP which, on October 7, 2014, elected to be classified as an entity taxable as a corporation. Our income tax expense partially results from the enactment of state income tax laws that apply to entities organized as partnerships by the State of Texas. This tax is computed on our modified gross margin and we have determined the tax to be an income tax as set forth in the authoritative accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP and our Canadian operations. | ||
We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. | ||
Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. | ||
Net income for financial statement purposes may differ significantly from taxable income of unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available. | ||
Foreign Currency | ||
The functional currency for our Canadian operations is the Canadian dollar. We translate the results of operations for our foreign subsidiaries from their local currencies to the U.S. dollar using average exchange rates during the period, while we translate assets and liabilities at the exchange rate in effect on the reporting date. We report the cumulative amount of gains and losses resulting from translating foreign currency financial statements in "Accumulated other comprehensive income," which is shown as a separate component of Partners' Capital on our consolidated balance sheets. Cumulative translation adjustments, representing losses, as of December 31, 2014 and 2013 were $105 thousand and $1.4 million, respectively. Foreign currency transaction losses related to the years ended December 31, 2014, 2013 and 2012 were $4.9 million, $39 thousand and $0, respectively, and are included in "Foreign currency transaction loss" on our consolidated statements of operations. | ||
Asset Retirement Obligations | ||
We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying value of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. | ||
Legal obligations exist for our SART and WCRT facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We own the land on which our Hardisty rail terminal and related facilities reside and as a result, similar legal obligations do not exist that would require us to remove our Hardisty rail facilities at final abandonment. Sufficient data exists to estimate the cost of abandoning or retiring our SART and WCRT facilities. However, insufficient information exists to reasonably determine the timing and/or method of settlement for estimating the fair value of the ARO. In these cases, the asset retirement obligation cost is considered indeterminate because there is no data or information that can be derived from past practice, industry practice, our intentions or the estimated economic life of the asset. Useful lives of our terminal facilities are primarily derived from available supply resources and ultimate consumption of those resources by end users. Many variables can affect the remaining lives of the assets, which preclude us from making a reasonable estimate of the ARO. We will recognize the fair value of an ARO for each of these facilities in the period in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. We do not have any ARO liabilities recorded at December 31, 2014 and 2013. | ||
Recent Accounting Pronouncements Not Yet Adopted | ||
The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to “opt out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. | ||
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern | ||
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-15 which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This accounting update is effective for annual and interim periods beginning on or after December 15, 2016, with early adoption permitted. We do not expect that the adoption of this pronouncement will have a material impact on our consolidated financial statements. | ||
Revenue from Contracts with Customers | ||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This accounting update is effective for annual and interim periods beginning on or after December 15, 2016 and may be applied on either a full or modified retrospective basis. We are currently evaluating which transition approach we will apply and the impact that this pronouncement will have on our consolidated financial statements. | ||
Reporting Discontinued Operations and Disclosure of Disposals | ||
In April 2014, the FASB, issued Accounting Standards Update No. 2014-08 that changes the criteria and requires expanded disclosures for reporting discontinued operations. This accounting update is effective for annual and interim periods beginning after December 15, 2014 and is to be applied prospectively. We do not expect that the adoption of this pronouncement will have a material impact on our consolidated financial statements. |
Net_Income_Per_Limited_Partner
Net Income Per Limited Partner and General Partner Interest | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||
Net Income Per Limited Partner and General Partner Interest | NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | ||||||||||||||||||||
We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income, to our limited partners, our general partner and holder of our incentive distribution rights ("IDRs"), in accordance with the terms of our partnership agreement. We also allocate any earnings in excess of distributions to our limited partners, our general partner and the holders of the IDRs in accordance with the terms of our partnership agreement based on their respective proportionate ownership interests in us, after taking into account distributions to be paid with respect to the IDRs, as set forth in our partnership agreement. | |||||||||||||||||||||
Distribution Targets | Portion of Quarterly | Percentage Distributed to Limited Partners | Percentage Distributed to | ||||||||||||||||||
Distribution Per Unit | General Partner | ||||||||||||||||||||
(including IDRs) | |||||||||||||||||||||
Minimum Quarterly Distribution | Up to $0.2875 | 98% | 2% | ||||||||||||||||||
First Target Distribution | > $0.2875 to $0.330625 | 98% | 2% | ||||||||||||||||||
Second Target Distribution | > $0.330625 to $0.359375 | 85% | 15% | ||||||||||||||||||
Third Target Distribution | > $0.359375to $0.431250 | 75% | 25% | ||||||||||||||||||
Over Third Target Distribution | In excess of $0.431250 | 50% | 50% | ||||||||||||||||||
We determined basic and diluted net income (loss) per limited partner unit as as set forth in the following tables: | |||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||
Limited | Limited | Class A | General | Total | |||||||||||||||||
Partner | Partner | Units | Partner | ||||||||||||||||||
Common | Subordinated | Management | USD Partners GP LLC | ||||||||||||||||||
Units | Units | ||||||||||||||||||||
USDG | |||||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Predecessor net loss allocation to general and limited partner interests | $ | (668 | ) | $ | (6,394 | ) | $ | — | $ | (144 | ) | $ | (7,206 | ) | |||||||
Net loss attributable to general and limited partner interests in USD Partners LP | (228 | ) | (234 | ) | — | (10 | ) | (472 | ) | ||||||||||||
Distributable earnings (1) | 3,499 | 12,033 | 61 | 318 | 15,911 | ||||||||||||||||
Distributions in excess of earnings | $ | (4,395 | ) | $ | (18,661 | ) | $ | (61 | ) | $ | (472 | ) | $ | (23,589 | ) | ||||||
Weighted average units outstanding(2) | 3,042,477 | 10,463,545 | 53,425 | 427,083 | |||||||||||||||||
Distributable earnings per unit (3) | $ | 1.15 | $ | 1.15 | $ | 1.14 | |||||||||||||||
Overdistributed earnings per unit (4) | (1.44 | ) | (1.78 | ) | (1.14 | ) | |||||||||||||||
Net loss per limited partner (basic and diluted) | $ | (0.29 | ) | $ | (0.63 | ) | $ | — | |||||||||||||
-1 | Represents the distributions that would have been paid during the year assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed based on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period and the common units issued to the public and Class A units issued to certain members of management were were outstanding from October 15, 2014, the date of the IPO. | ||||||||||||||||||||
-2 | Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire year and the common units issued to the public and Class A units were outstanding from the October 15, 2014 closing of the IPO transaction. | ||||||||||||||||||||
-3 | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
-4 | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||
Limited | Limited | Class A | General | Total | |||||||||||||||||
Partner | Partner | Units | Partner | ||||||||||||||||||
Common | Subordinated | Management | USD Partners GP LLC | ||||||||||||||||||
Units | Units | ||||||||||||||||||||
USDG | |||||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Net income attributable to general and limited partner interests | $ | 594 | $ | 5,680 | $ | — | $ | 128 | $ | 6,402 | |||||||||||
Less: Income from discontinued operations attributable to general and limited partner interests | 765 | 7,314 | — | 164 | 8,243 | ||||||||||||||||
Income from continuing operations attributable to general and limited partner interests | (171 | ) | (1,634 | ) | — | (36 | ) | (1,841 | ) | ||||||||||||
Distributable earnings (1) | 1,258 | 12,033 | — | 271 | 13,562 | ||||||||||||||||
Distributions in excess of earnings | $ | (1,429 | ) | $ | (13,667 | ) | $ | — | $ | (307 | ) | $ | (15,403 | ) | |||||||
Weighted average units outstanding (2) | 1,093,545 | 10,463,545 | — | 427,083 | |||||||||||||||||
Distributable earnings per unit (3) | $ | 1.15 | $ | 1.15 | $ | — | |||||||||||||||
Overdistributed earnings per unit (4) | (1.31 | ) | (1.31 | ) | — | ||||||||||||||||
Net loss per limited partner unit from continuing operations (basic and diluted) | $ | (0.16 | ) | $ | (0.16 | ) | $ | — | |||||||||||||
Net income per limited partner unit from discontinued operations (basic and diluted) | 0.7 | 0.7 | — | ||||||||||||||||||
Net income per limited partner unit (basic and diluted) | $ | 0.54 | $ | 0.54 | $ | — | |||||||||||||||
-1 | Represents the distributions that would have been paid during the year assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed based on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period and the common units issued to the public and Class A units issued to certain members of management were were outstanding from October 15, 2014, the date of the IPO. | ||||||||||||||||||||
-2 | Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire year and the common units issued to the public and Class A units were outstanding from the October 15, 2014 closing of the IPO transaction. | ||||||||||||||||||||
-3 | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
-4 | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||||||||||
Limited | Limited | Class A | General | Total | |||||||||||||||||
Partner | Partner | Units | Partner | ||||||||||||||||||
Common | Subordinated | Management | USD Partners GP LLC | ||||||||||||||||||
Units | Units | ||||||||||||||||||||
USDG | |||||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Net income attributable to general and limited partner interests | $ | 42,709 | $ | 408,657 | $ | — | $ | 9,211 | 460,577 | ||||||||||||
Less: Income from discontinued operations attributable to general and limited partner interests | 42,611 | 407,721 | — | 9,190 | 459,522 | ||||||||||||||||
Income from continuing operations attributable to general and limited partner interests | 98 | 936 | — | 21 | 1,055 | ||||||||||||||||
Distributable earnings (1) | 1,258 | 12,033 | — | 271 | 13,562 | ||||||||||||||||
Distributions in excess of earnings | $ | (1,160 | ) | $ | (11,097 | ) | $ | — | $ | (250 | ) | $ | (12,507 | ) | |||||||
Weighted average units outstanding (2) | 1,093,545 | 10,463,545 | — | 427,083 | |||||||||||||||||
Distributable earnings per unit (3) | $ | 1.15 | $ | 1.15 | $ | — | |||||||||||||||
Overdistributed earnings per unit (4) | (1.06 | ) | (1.06 | ) | — | ||||||||||||||||
Net income per limited partner unit from continuing operations (basic and diluted) | $ | 0.09 | $ | 0.09 | $ | — | |||||||||||||||
Net income per limited partner unit from discontinued operations (basic and diluted) | 38.97 | 38.97 | — | ||||||||||||||||||
Net income per limited partner unit (basic and diluted) | $ | 39.06 | $ | 39.06 | $ | — | |||||||||||||||
-1 | Represents the distributions that would have been paid during the year assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed based on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period and the common units issued to the public and Class A units issued to certain members of management were were outstanding from October 15, 2014, the date of the IPO. | ||||||||||||||||||||
-2 | Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire year and the common units issued to the public and Class A units were outstanding from the October 15, 2014 closing of the IPO transaction. | ||||||||||||||||||||
-3 | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
-4 | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property and Equipment | PROPERTY AND EQUIPMENT | |||||||||
Our property and equipment is comprised of the following: | ||||||||||
As of December 31, | Estimated | |||||||||
Useful Lives | ||||||||||
2014 | 2013 | (Years) | ||||||||
(in thousands) | ||||||||||
Land | $ | 3,279 | $ | 6,148 | N/A | |||||
Trackage and facilities | 78,938 | 8,007 | 20 | |||||||
Equipment | 5,611 | 488 | 10-May | |||||||
Furniture | 51 | 5 | 5 | |||||||
Total property and equipment | 87,879 | 14,648 | ||||||||
Accumulated depreciation | (4,326 | ) | (1,803 | ) | ||||||
Construction in progress | 506 | 48,519 | ||||||||
Property and equipment, net | $ | 84,059 | $ | 61,364 | ||||||
The cost of property and equipment classified as “Construction in progress” is excluded from costs being depreciated. These amounts represent property that was not yet ready to be placed into productive service as of the respective balance sheet date. | ||||||||||
Capitalized interest for the year ended December 31, 2014, was $230 thousand and $0 for the years ended December 31, 2013 and 2012. |
Debt
Debt | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt | DEBT | |||||||||||
Credit Agreement | ||||||||||||
In connection with our IPO, we entered into a five-year, $300 million senior secured credit agreement (the "Credit Agreement") comprised of a $200 million revolving credit facility (the "Revolving Credit Facility") and a $100 million term loan (the "Term Loan Facility") (borrowed in Canadian dollars) with Citibank, N.A., as administrative agent, and a syndicate of lenders. The Credit Agreement is a five year committed facility that matures October 15, 2019, unless amended or extended. | ||||||||||||
Our Revolving Credit Facility and issuances of letters of credit are available for working capital, capital expenditures, permitted acquisitions and general partnership purposes, including distributions. As the Term Loan Facility is repaid, availability equal to the amount of the Term Loan Facility pay-down will be transferred from the Term Loan Facility to the Revolving Credit Facility automatically, ultimately increasing availability on the Revolving Credit Facility to $300.0 million once the Term Loan Facility is fully repaid. In addition, we also have the ability to request an increase the maximum amount of the Credit Agreement 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 are guaranteed by our restricted subsidiaries, and are secured by a first priority lien on our assets and those of our restricted subsidiaries other than certain excluded assets. | ||||||||||||
The Term Loan Facility was used to fund a $100.0 million distribution to USD Group LLC and the Term Loan Facility is guaranteed by USD Group LLC. The Term Loan Facility 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. | ||||||||||||
Loans under the Credit Agreement accrue interest at a per annum rate by reference, at the borrowers' election, to the London Interbank Offered Rate ("LIBOR"), the Canadian Dealer Offered Rate ("CDOR"), a base rate, or Canadian prime rate, in each case, plus an applicable margin. Our borrowings under the Credit Facility for revolving loans bear interest at either a 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 Facility bear interest at either the 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, will vary based upon our consolidated net leverage ratio, as defined in our Credit Facility. The actual interest rate was 3.873% at December 31, 2014. | ||||||||||||
The guaranty by USD Group LLC includes a covenant that USD Group LLC 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 increases by an additional 1%. | ||||||||||||
Our Credit Facility contains affirmative and negative covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, engage in 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 exceptions. | ||||||||||||
Additionally, we are required to maintain the following financial ratios, each determined 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 we have issued at least $150.0 million of unsecured notes). In addition, upon the consummation of a Material Acquisition (as defined in our 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 us 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 we have issued at least $150.0 million of unsecured notes, a Consolidated Senior Secured Leverage Ratio (as defined in the Credit Facility) of not greater than 3.50 to 1.00 (or 4.00 to 1.00 during a Material Acquisition Period). | |||||||||||
Our Credit Facility generally prohibits us from making cash distributions (subject to exceptions as set forth in the Credit Facility) except so long as no default exists or would be caused thereby, we may make cash distributions to unitholders up to the amount of our 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 circumstances set forth in the Credit Agreement), 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 Facility 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 our ownership or the ownership of our 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 us and the collateral as may be available to the lenders under the agreements and related documentation or applicable law. | ||||||||||||
As of December 31, 2014, we were in compliance with the covenants set forth in our Credit Agreement. | ||||||||||||
At December 31, 2014, the capacity on our Credit Facility available to us was approximately $218.6 million, determined as follows: | ||||||||||||
(in millions) | ||||||||||||
Aggregate borrowing capacity under Credit Facility | $ | 300 | ||||||||||
Less: Term Loan Facility amounts outstanding | 81.4 | |||||||||||
Revolving Credit Facility amounts outstanding | — | |||||||||||
Letters of credit outstanding | — | |||||||||||
Available Credit Facility capacity | $ | 218.6 | ||||||||||
In November 2008, the Predecessor, through USDG, became party to a credit agreement (the “BOK Credit Agreement”) with the Bank of Oklahoma consisting of a revolving credit facility with a borrowing capacity of $150.0 million. The BOK Credit Agreement was guaranteed by all USDG subsidiaries, including us. The outstanding balance under the BOK Credit Agreement was $30.0 million at December 31, 2013, which expanded in 2014 to $97.8 million after borrowing approximately $67.8 million for costs associated with constructing the Hardisty rail terminal. We repaid the entire outstanding balance on October 15, 2014, with proceeds we received from our IPO. We incurred interest expense under the terms of the Credit Agreement at LIBOR plus a margin based on USDG’s leverage ratio, as defined in the BOK Credit Agreement. The average interest rate was 3.90%, 3.92% and 3.96% at December 31, 2014, 2013 and 2012, respectively, in addition to a fee of 0.50% that was charged on the unused portion of the BOK Credit Agreement. | ||||||||||||
A detail of interest expense from continuing operations is as follows: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Interest expense on BOK Credit Agreement | $ | 2,819 | $ | 1,821 | $ | 834 | ||||||
Interest expense on Credit Facility | 950 | — | — | |||||||||
Amortization of deferred financing costs | 1,056 | 1,420 | 1,216 | |||||||||
Total interest expense | $ | 4,825 | $ | 3,241 | $ | 2,050 | ||||||
Deferred_Revenue_Notes
Deferred Revenue (Notes) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Deferred Revenue Disclosure [Abstract] | ||||||||
Deferred Revenue | DEFERRED REVENUE | |||||||
Our deferred revenue includes amounts we have received in cash from customers as payment for their minimum monthly commitment fees under take-or-pay contracts, where such payments exceed the charges implied by the customer's actual throughput based on contractual rates set forth in our agreements. In such cases, we grant our customers a credit for periods up to six months, which may be used to offset fees on throughput in excess of their minimum monthly commitments in future periods, to the extent capacity is available for the excess volume. We refer to these credits as “make-up rights.” We defer revenue associated with make-up rights until 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 consolidated balance sheets : | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Customer prepayments | $ | 3,505 | $ | 1,563 | ||||
Minimum monthly commitment fees | 12,035 | — | ||||||
Total deferred revenue, current portion | $ | 15,540 | $ | 1,563 | ||||
Customer prepayments | 3,656 | 4,585 | ||||||
Total deferred revenue, net of current portion | $ | 3,656 | $ | 4,585 | ||||
Transactions_with_Related_Part
Transactions with Related Parties | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
Transactions with Related Parties | TRANSACTIONS WITH RELATED PARTIES | |||||||||||
Nature of Relationship with Related Parties | ||||||||||||
USD is a growth-oriented developer, builder, operator and manager of energy-related infrastructure,and is the sole owner of USDG and the ultimate parent of our general partner. USD is owned by Energy Capital Partners, Goldman Sachs and certain members of its management. | ||||||||||||
USDG is the sole owner of our general partner and prior to the IPO, held a 98.0% limited partner interest in us and retains an aggregate 54.2% limited partner interest following the IPO. USDG also provides us with general and administrative support services necessary for the operation and management of our business. | ||||||||||||
USD Partners GP LLC, our general partner both before and after the IPO held a 2.0% general partner interest in us. Pursuant to our partnership agreement, our general partner is responsible for our overall governance and operations. | ||||||||||||
Initial Public Offering Transactions | ||||||||||||
In connection with our IPO, we entered into agreements regarding the vesting of assets in, and the assumption of liabilities by us and our subsidiaries, and the application of the proceeds from the IPO. We also completed other transactions in connection with the closing of our IPO pursuant to which USD conveyed to us its ownership interests in each of its subsidiaries that own or operate the Hardisty, San Antonio and West Colton rail terminals and the railcar business. In exchange for these ownership interests, we: (1) issued to USDG 1,093,545 of our common units and all 10,463,545 of our subordinated units, representing an aggregate 54.2% limited partner interest, (2) assumed $30 million of borrowings under a senior secured credit agreement payable to Bank of Oklahoma and (3) granted USDG the right to receive $100 million. Additionally, we issued our general partner 427,083 General Partner Units, representing a 2.0% general partner interest in us, as well as all of our incentive distribution rights. We have entered into various agreements as discussed below with our general partner, USDG and its affiliates on terms that we consider to be no less favorable to us or our subsidiaries than those that could have been negotiated with unaffiliated parties for similar services. | ||||||||||||
In addition to the above noted transactions and in connection with our IPO, we also sold land in close proximity to our Hardisty rail terminal on October 15, 2014 to USD Terminals Canada ULC II, a wholly-owned subsidiary of USD Group LLC, in exchange for a demand note receivable in the amount of $2.5 million. As a transaction among entities under common control, we did not recognize any gain or loss upon the sale. | ||||||||||||
Omnibus Agreement | ||||||||||||
At the closing of our IPO, we entered into an omnibus agreement with USD and USD Group LLC, certain of our subsidiaries and our general partner that provide for the following matters: | ||||||||||||
• | our payment of an annual amount to USD Group LLC, initially in the amount of approximately $4.9 million, for providing certain general and administrative services by USD Group LLC and its affiliates, which annual amount includes a fixed annual fee of $2.5 million for providing executive management services by officers of our general partner. Other portions of this annual amount are based on the costs actually incurred by USD Group LLC 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 USD and USD Group LLC may construct or acquire in the future; | |||||||||||
• | our obligation to reimburse USD Group LLC for any out-of-pocket costs and expenses incurred by USD Group LLC 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 Group LLC on our behalf; | |||||||||||
• | an indemnity by USD Group LLC for certain environmental and other liabilities, and our obligation to indemnify USD Group LLC and its subsidiaries for events and conditions associated with the operation of our assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent USD Group LLC is not required to indemnify us; and | |||||||||||
• | so long as USD Group LLC controls our general partner, the omnibus agreement will remain in full force and effect. If USD Group LLC 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. | |||||||||||
Payment of Annual Fee and Reimbursement of Expenses | ||||||||||||
We pay USD Group LLC, in equal monthly installments, the annual amount USD Group LLC estimates will be payable by us to USD Group LLC during that calendar year for providing services for our benefit. The omnibus agreement provides that this amount may be adjusted annually to reflect, among other things, changes in the scope of the general and administrative services provided to us due to a contribution, acquisition or disposition of assets by us or our subsidiaries or for changes in any law, rule or regulation applicable to us affecting the cost of providing the general and administrative services. We will also reimburse USD Group LLC for any out-of-pocket costs and expenses incurred on our behalf by USD Group LLC in providing general and administrative services to us. This reimbursement will be in addition to our reimbursement of our general partner and its affiliates for certain costs and expenses incurred on our behalf for managing and controlling our business and operations as required by our partnership agreement. | ||||||||||||
The total amount charged to us under the Omnibus agreement for the year ended December 31, 2014, was $0.4 million and is recorded in "Selling, general and administrative - related party" in our consolidated statement of operations. | ||||||||||||
Right of First Offer | ||||||||||||
Under the omnibus agreement, until the 7th anniversary of the closing of our IPO, prior to engaging in any negotiation regarding the sale, transfer or disposition of (i) the Hardisty Phase II project, (ii) the Hardisty Phase III project or (iii) any other midstream infrastructure assets and business that USD or USDG may develop, construct or acquire, USD or USDG is require to provide written notice to us setting forth the material terms and conditions upon which USD or USDG would sell or transfer such assets or businesses to us. Following the receipt of such notice, we will have 60 days to determine whether the asset is suitable for our business at that particular time, and to propose a transaction with USD or USDG. We and USD or USDG will then have 60 days to negotiate in good faith to reach an agreement on such transaction. If we and USD or USDG, as applicable, are unable to agree on terms during such 60-day period, then USD or USDG, as applicable, may transfer such asset to any third party during a 180-day period following the expiration of such 60-day period on terms generally no less favorable to the third party than those included in the written notice. | ||||||||||||
Our decision to make any offer will require the approval of the conflicts committee of the board of directors of our general partner. The consummation and timing of any acquisition by us of the assets covered by our right of first offer will depend on, among other things, USD or USDG’s decision to sell an asset covered by our right of first offer, our ability to reach an agreement with USD or USDG on price and other terms and our ability to obtain financing on acceptable terms. USD or USDG are under no obligation to accept any offer that we may choose to make. | ||||||||||||
Additionally, the approval of Energy Capital Partners is required for the sale of any assets by USD or its subsidiaries, including us (other than sales in the ordinary course of business), acquisitions of securities of other entities that exceed specified materiality thresholds and any material unbudgeted expenditures or deviations from our approved budgets. Energy Capital Partners may make these decisions free of any duty to us and our unitholders. This approval would be required for the potential acquisition by us of the Hardisty Phase II and Hardisty Phase III projects, as well as any other projects or assets that USD may develop or acquire in the future or any third party acquisition we may intend to pursue jointly or independently from USD. Energy Capital Partners is under no obligation to approve any such transaction. | ||||||||||||
Indemnification | ||||||||||||
Under the omnibus agreement, USDG has agreed to indemnify us for all known and certain unknown environmental liabilities that are associated with the ownership or operation of our assets and due to occurrences on or before October 15, 2014, the closing date of our IPO. Indemnification for any unknown environmental liabilities is limited to liabilities due to occurrences on or before October 15, 2014 and are identified prior to October 15, 2017, and are subject to an aggregate deductible of $500,000 before we are entitled to indemnification. Additionally, the omnibus agreement imposes a $10.0 million cap on the amount for which USDG indemnifies us with respect to environmental claims once we meet the deductible, if applicable. USDG also indemnifies us for certain defects in title to the assets contributed to us and failure to obtain certain consents, licenses and permits necessary to conduct our business, including the cost of curing any such condition and certain tax liabilities attributable to the operation of the assets contributed to us prior to the time they were contributed. | ||||||||||||
USDG also indemnifies us for liabilities, subject to an aggregate deductible of $500,000, relating to: | ||||||||||||
• | the assets contributed to us, other than environmental liabilities, that arise out of the ownership or operation of the assets prior to the closing of the IPO and that are asserted prior to the third anniversary of the closing of the IPO; | |||||||||||
• | events and conditions associated with any assets retained by USDG; and | |||||||||||
• | all tax liabilities attributable to the assets contributed to us arising prior to the closing of the IPO or otherwise related to USDG’s contribution of those assets to us in connection with the IPO. | |||||||||||
Variable Interest Entities | ||||||||||||
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, USD Fleet Funding LLC, USD Fleet Funding Canada Inc., and USD Logistics Funding Canada Inc, 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, who also maintain substantive kick-out rights. Accordingly, we do not consolidate the results of the VIEs in our consolidated financial statements. | ||||||||||||
The following table summarizes the total assets and liabilities related to our unconsolidated VIEs as refelected in our consolidated balance sheets, as well as our maximum exposure to losses in which we have a variable interest but are not the primary beneficiary. Generally, our maximum exposure to losses is limited to amounts receivable for services we provided, reduced by any unearned deferred revenues. | ||||||||||||
At December 31, 2014 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in millions) | ||||||||||||
Accounts receivable — related party | $ | 0.1 | $ | — | $ | — | ||||||
Deferred revenue, current portion — related party | — | 0.6 | — | |||||||||
Deferred revenue — related party, net of current portion | — | 1.9 | — | |||||||||
$ | 0.1 | $ | 2.5 | $ | — | |||||||
At December 31, 2013 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in millions) | ||||||||||||
Accounts receivable — related party | $ | — | $ | — | $ | — | ||||||
Deferred revenue, current portion — related party | — | — | — | |||||||||
Deferred revenue — related party, net of current portion | — | 1 | — | |||||||||
$ | — | $ | 1 | $ | — | |||||||
Related party sales to the VIEs were $1.5 million, $1.0 million and $0 during the years ended December 31, 2014, 2013 and 2012, respectively. These sales are recorded in "Fleet services - related party" on the accompanying consolidated statements of operations. | ||||||||||||
Related Party Revenue and Deferred Revenue | ||||||||||||
We have also entered into agreements with J. Aron & Company (“J. Aron”), a wholly owned subsidiary of The Goldman Sachs Group, Inc. (“GS”), as well as USD Marketing LLC ("USD Marketing"), a wholly owned subsidiary of USDG, to provide terminalling and fleet services, which include reimbursement for certain out-of-pocket expenses, related to the Hardisty rail terminal operations. GS is a principal shareholder of USDG. 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 these services and may do so again in the future. | ||||||||||||
Information about related party sales to J. Aron is presented below: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Terminalling services - related party | $ | 3.5 | $ | — | $ | — | ||||||
Freight and other reimbursables - related party | 0.5 | 2.6 | — | |||||||||
$ | 4 | $ | 2.6 | $ | — | |||||||
Outstanding balances due from J. Aron as of December 31, 2014 and 2013 are $0 and $0.4 million, respectively. | ||||||||||||
We also received payments totaling $2.0 million from USD Marketing during the year ended December 31, 2014, in connection with their minimum monthly volume commitments at our Hardisty rail terminal, all of which has been recorded in "Deferred revenue, current portion — related party" on our consolidated balance sheets at December 31, 2014. We did not receive similar payments in 2013 or 2012. | ||||||||||||
Cost Allocations | ||||||||||||
Prior to our IPO, USDG allocated overhead costs to us for general and administrative services, including insurance, professional fees, facilities, information services, human resources and other support provided to us. Where costs incurred on our behalf could not be determined by specific identification, the costs were primarily allocated evenly across the number of operating subsidiaries or allocated based on budgeted volumes or projected revenues. We believe these allocations are a reasonable reflection of the utilization of services provided. However, the allocations may not fully reflect the expenses that would have been incurred had we been a stand-alone company during the periods presented. Following our IPO, we are charged these costs as set forth in the Omnibus agreement as discussed above. | ||||||||||||
The total amount charged to us for overhead cost allocations for the years ended December 31, 2014, 2013 and 2012, which is recorded in "Selling, general and administrative" in the consolidated statements of operations was $3.5 million, $3.0 million and $1.2 million, respectively. | ||||||||||||
Loan from USDG | ||||||||||||
On December 13, 2013, 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 loan facility 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. Borrower repaid the amounts outstanding in 2014; as a result, the balance as of December 31, 2014, was $0. At December 31, 2013, the balance was $51.0 million as presented on our consolidated balance sheets. |
Partners_Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Partners' Capital | PARTNERS' CAPITAL |
The common units and subordinated units represent limited partner interests in us. The holders of common units and subordinated units are entitled to participate in partnership distributions and are entitled to exercise the rights and privileges available to limited partners under our partnership agreement. | |
The Class A units are limited partner interests in our partnership that entitle the holders to nonforfeitable distributions that are equivalent to the distributions paid in respect of our common units (excluding any arrearages of unpaid minimum quarterly distributions from prior quarters) and as a result are considered participating securities. The Class A units do not have voting rights and will vest in four equal annual installments over the first four years following the consummation of the IPO only if we grow our annualized distributions each year. If we do not achieve positive distribution growth in any of these years, the Class A units that would otherwise vest for that year will be forfeited. The Class A units contain a conversion feature, which, upon the vesting of the Class A units, provides for the conversion of the Class A units into common units based on a conversion factor that is tied to the level of our distribution growth for the applicable year. The conversion factor will not be more than 1.25 for the first vesting tranche, 1.5 for the second vesting tranche, 1.75 for the third vesting tranche and 2.0 for the last vesting tranche. | |
Our partnership agreement provides that, while any subordinated units remain outstanding, the common units and Class A units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to our minimum quarterly distribution of $0.2875 per unit, plus (with respect to the common units) any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. | |
Subordinated units will convert into common units on a one-for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding immediately following the IPO. A separate tranche will convert on each business day occurring on or after December 31, 2015 (but no more than once in any twelve-month period), provided on that date (i) distributions of available cash from operating surplus on each of the outstanding common units, Class A units, subordinated units and general partner units equaled or exceeded $1.15 per unit (the annualized minimum quarterly distribution) for the four quarter period immediately preceding that date; (ii) the adjusted operating surplus generated during the four quarter period immediately preceding that date equaled or exceeded the sum of $1.15 per unit (the annualized minimum quarterly distribution) on all of the common units, Class A units, subordinated units and general partner units outstanding during that period on a fully diluted basis; and (iii) there are no arrearages in the payment of the minimum quarterly distribution on the common units. For each successive tranche, the four quarter period specified in clauses (i) and (ii) above must commence after the four quarter period applicable to any prior tranche of subordinated units. | |
The board of directors of our general partner has adopted a cash distribution policy pursuant to which we intend to distribute at least the minimum quarterly distribution of $0.2875 per unit ($1.15 per unit on an annualized basis) on all of our units to the extent we have sufficient available cash after the establishment of cash reserves and the payment of our expenses, including payments to our general partner and its affiliates. The board of directors of our general partner may change our distribution policy at any time and from time to time. Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis. The amount of distributions we pay under our cash distribution policy and the decision to make any distribution is determined by our general partner. |
Collaborative_Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements | COLLABORATIVE ARRANGEMENTS |
We entered into a facilities connection agreement in 2014 with 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 to our Hardisty rail terminal is the exclusive means by which crude oil from the Gibson storage terminal may be transported by rail. We remit pipeline fees to Gibson for the transportation of crude oil to the Hardisty rail terminal based on a predetermined formula. For the year ended December 31, 2014, we recorded $3.6 million as "Pipeline fees" on our consolidated statements of operations. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES | |||
Fleet Lease Income | ||||
We serve as lessor on non-cancelable operating leases with customers who are required to pay minimum balances under an agreement for railcars that are currently being leased by us under non-cancelable operating leases. These agreements run through 2021. Under these agreements, we recognized lease income of $8.8 million, $13.6 million and $16.0 million for each of the years ended December 31, 2014, 2013 and 2012, respectively, which are recorded in "Fleet leases" on our consolidated statements of operations. We did not have any contingent rentals with respect to these periods. | ||||
The following table presents future minimum lease rentals due to us under non-cancelable railcar operating leases (in thousands): | ||||
As of December 31, | ||||
2015 | $ | 9,006 | ||
2016 | 5,139 | |||
2017 | 4,961 | |||
2018 | 4,070 | |||
2019 | 4,070 | |||
Thereafter | 7,462 | |||
Total | $ | 34,708 | ||
Rail Service Agreements | ||||
We have rail service agreements at our terminal facilities with labor service providers that expire at various dates from 2015 through 2019. | ||||
After the initial term of the agreements, the rail service contracts will continue to be in effect for consecutive one-year terms unless either party provides the other party written notice prior to end of the term. Under these agreements, we incurred approximately $7.0 million, $1.9 million and $1.8 million in service fees for the years ended December 31, 2014, 2013 and 2012, respectively, which are recorded in "Subcontracted rail services" on our consolidated statements of operations. | ||||
The future minimum payments for these rail services agreements are as follows (in thousands): | ||||
As of December 31, | ||||
2015 | $ | 8,460 | ||
2016 | 7,549 | |||
2017 | 7,700 | |||
2018 | 7,854 | |||
2019 | 2,635 | |||
Total | $ | 34,198 | ||
Operating Leases | ||||
We have non-cancellable operating leases for buildings, office facilities, railroad tracks, land surfaces, and railcars that expire on various dates from 2015 through 2021. We incurred $0.3 million, $0.3 million and $0.2 million in lease expenses related to buildings, offices, tracks, and land for the years ended December 31, 2014, 2013 and 2012, respectively, which are recorded in "Selling, general & administrative" in our consolidated statements of operations. | ||||
We incurred fleet service expenses of $8.8 million, $13.6 million and $16.0 million for the years ended December 31, 2014, 2013 and 2012, respectively, which are recorded in fleet leases on our consolidated statements of operations. | ||||
The approximate amount of our future minimum lease payments under noncancelable operating leases are as follows (in thousands): | ||||
As of December 31 | ||||
2015 | $ | 9,273 | ||
2016 | 5,226 | |||
2017 | 5,051 | |||
2018 | 4,070 | |||
2019 | 4,070 | |||
Thereafter | 7,462 | |||
$ | 35,152 | |||
At December 31, 2014 we did not have any material commitments for construction activities due to the completion and commissioning in June 2014 of our Hardisty rail terminal. At December 31, 2013, we had major construction contracts for approximately $67.9 million, which included approximately $45.0 million in contracts that were completed and $22.9 million to be incurred in future periods. | ||||
Of the $3.7 million classified as other current liabilities on the consolidated balance sheet as of December 31, 2013, $3.6 million consisted of funds necessary to pay construction retention balances related to the build-out of the Hardisty rail terminal. | ||||
Contingent Liabilities | ||||
From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. We do not believe that we are currently a party to any litigation that will have a material impact on our financial condition or results of operations. |
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Segment Reporting | SEGMENT REPORTING | |||||||||||||||
We manage our 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, fee-based contracts. The Fleet services segment manages a fleet of rail cars to ensure customer’s products are handled safely and efficiently. | ||||||||||||||||
Our segments offer different services and are managed accordingly. Our chief operating decision maker ("CODM"), regularly reviews financial information about both segments in deciding how to allocate resources and evaluate performance. Our CODM assesses segment performance based on net income before depreciation and amortization, interest and other income, interest and other expense, unrealized gains and losses associated with derivative instruments, foreign currency transaction gains and losses, income taxes, non-cash expense related to our equity compensation program, discontinued operations, adjustments related to deferred revenue associated with minimum monthly commitment fees and other items which management does not believe reflect the underlying performance of our business ("Segment Adjusted EBITDA"). | ||||||||||||||||
The following tables summarize our reportable segment data for continuing operations: | ||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues: | ||||||||||||||||
Terminalling services | $ | 18,266 | $ | — | $ | — | $ | 18,266 | ||||||||
Terminalling services - related party | 3,499 | — | — | 3,499 | ||||||||||||
Railroad incentives | 719 | — | — | 719 | ||||||||||||
Fleet leases | — | 8,788 | — | 8,788 | ||||||||||||
Fleet services | — | 720 | — | 720 | ||||||||||||
Fleet services – related party | — | 1,501 | — | 1,501 | ||||||||||||
Freight and other reimbursables | — | 2,141 | — | 2,141 | ||||||||||||
Freight and other reimbursables - related party | — | 464 | — | 464 | ||||||||||||
Total revenue | 22,484 | 13,614 | — | 36,098 | ||||||||||||
Operating costs: | ||||||||||||||||
Subcontracted rail services | 6,994 | — | — | 6,994 | ||||||||||||
Pipeline fees | 3,625 | — | — | 3,625 | ||||||||||||
Fleet leases | — | 8,788 | — | 8,788 | ||||||||||||
Freight and other reimbursables | — | 2,605 | — | 2,605 | ||||||||||||
Selling, general and administrative | 6,290 | 2,650 | 1,868 | 10,808 | ||||||||||||
Depreciation | 2,631 | — | — | 2,631 | ||||||||||||
Total operating costs | 19,540 | 14,043 | 1,868 | 35,451 | ||||||||||||
Operating income (loss) | 2,944 | (429 | ) | (1,868 | ) | 647 | ||||||||||
Interest expense | 3,600 | — | 1,225 | 4,825 | ||||||||||||
Gain associated with derivative instruments | (1,536 | ) | — | — | (1,536 | ) | ||||||||||
Foreign currency transaction loss (gain) | 4,406 | (17 | ) | 461 | 4,850 | |||||||||||
Provision (benefit) for income taxes | 47 | 140 | (1 | ) | 186 | |||||||||||
Loss from continuing operations | $ | (3,573 | ) | $ | (552 | ) | $ | (3,553 | ) | $ | (7,678 | ) | ||||
Total assets | $ | 105,093 | $ | 7,692 | $ | 40,867 | $ | 153,652 | ||||||||
Capital expenditures | $ | 33,736 | $ | — | $ | — | $ | 33,736 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 7,130 | $ | — | $ | — | $ | 7,130 | ||||||||
Fleet leases | — | 13,572 | — | 13,572 | ||||||||||||
Fleet services | — | 235 | — | 235 | ||||||||||||
Fleet services – related party | — | 962 | — | 962 | ||||||||||||
Freight and other reimbursables | — | 1,778 | — | 1,778 | ||||||||||||
Freight and other reimbursables - related party | — | 2,624 | — | 2,624 | ||||||||||||
Total revenue | 7,130 | 19,171 | — | 26,301 | ||||||||||||
Operating costs: | ||||||||||||||||
Subcontracted rail services | 1,898 | — | — | 1,898 | ||||||||||||
Fleet leases | — | 13,572 | — | 13,572 | ||||||||||||
Freight and other reimbursables | — | 4,402 | — | 4,402 | ||||||||||||
Selling, general and administrative | 3,704 | 380 | 374 | 4,458 | ||||||||||||
Depreciation | 502 | — | — | 502 | ||||||||||||
Total operating costs | 6,104 | 18,354 | 374 | 24,832 | ||||||||||||
Operating income (loss) | 1,026 | 817 | (374 | ) | 1,469 | |||||||||||
Interest expense | 3,241 | — | — | 3,241 | ||||||||||||
Other expense, net | 39 | — | — | 39 | ||||||||||||
Provision for income taxes | 21 | 9 | — | 30 | ||||||||||||
Income (loss) from continuing operations | $ | (2,275 | ) | $ | 808 | $ | (374 | ) | $ | (1,841 | ) | |||||
Total assets | $ | 68,995 | $ | 8,197 | $ | — | $ | 77,192 | ||||||||
Capital expenditures | $ | 56,114 | $ | — | $ | — | $ | 56,114 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
For The Year Ended December 31, 2012 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 8,703 | $ | — | $ | — | $ | 8,703 | ||||||||
Fleet leases | — | 15,964 | — | 15,964 | ||||||||||||
Fleet services | — | 5 | — | 5 | ||||||||||||
Freight and other reimbursables | — | 203 | — | 203 | ||||||||||||
Total revenue | 8,703 | 16,172 | — | 24,875 | ||||||||||||
Operating costs | ||||||||||||||||
Subcontracted rail services | 1,847 | — | — | 1,847 | ||||||||||||
Fleet leases | — | 15,964 | — | 15,964 | ||||||||||||
Freight and other reimbursables | — | 203 | — | 203 | ||||||||||||
Selling, general and administrative | 3,000 | 114 | 126 | 3,240 | ||||||||||||
Depreciation | 490 | — | — | 490 | ||||||||||||
Total operating costs | 5,337 | 16,281 | 126 | 21,744 | ||||||||||||
Operating income (loss) | 3,366 | (109 | ) | (126 | ) | 3,131 | ||||||||||
Interest expense | 2,050 | — | — | 2,050 | ||||||||||||
Provision for income taxes | 26 | — | — | 26 | ||||||||||||
Income (loss) from continuing operations | $ | 1,290 | $ | (109 | ) | $ | (126 | ) | $ | 1,055 | ||||||
Total assets | $ | 14,128 | $ | 3,505 | $ | — | $ | 17,633 | ||||||||
Capital expenditures | $ | 773 | $ | — | $ | — | $ | 773 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
Segment Adjusted EBITDA | ||||||||||||||||
The following table provides a reconciliation of Adjusted EBITDA to income (loss) from continuing operations: | ||||||||||||||||
For the Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(in thousands) | ||||||||||||||||
Adjusted EBITDA | ||||||||||||||||
Terminalling services | $ | 15,397 | $ | 1,528 | $ | 3,856 | ||||||||||
Fleet services | 1,187 | 817 | (109 | ) | ||||||||||||
Corporate activties (1) | (1,318 | ) | (374 | ) | (126 | ) | ||||||||||
Total Adjusted EBITDA | 15,266 | 1,971 | 3,621 | |||||||||||||
Add (deduct): | ||||||||||||||||
Interest expense | 4,825 | 3,241 | 2,050 | |||||||||||||
Depreciation | 2,631 | 502 | 490 | |||||||||||||
Provision for income taxes | 186 | 30 | 26 | |||||||||||||
Unrealized gain associated with derivative instruments | (1,192 | ) | — | — | ||||||||||||
Unit based compensation expense | 550 | — | — | |||||||||||||
Foreign currency transaction loss | 4,850 | 39 | — | |||||||||||||
Unrecovered reimbursable freight costs | 1,616 | — | — | |||||||||||||
Deferred revenue associated with minimum commitment fees (2) | 9,478 | — | — | |||||||||||||
Income (loss) from continuing operations | $ | (7,678 | ) | $ | (1,841 | ) | $ | 1,055 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
(2) | Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to the customers. Amounts presented are net of corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with recognition of revenue. | |||||||||||||||
The following tables summarize the geographic data for our continuing operations: | ||||||||||||||||
For The Year Ended December 31, 2014 | ||||||||||||||||
U.S. | Canada | Total | ||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Third party | $ | 17,049 | $ | 13,585 | $ | 30,634 | ||||||||||
Related party | 1,933 | 3,531 | 5,464 | |||||||||||||
Total assets | $ | 56,339 | $ | 97,313 | $ | 153,652 | ||||||||||
For The Year Ended December 31, 2013 | ||||||||||||||||
U.S. | Canada | Total | ||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Third party | $ | 22,715 | $ | — | $ | 22,715 | ||||||||||
Related party | 3,586 | — | 3,586 | |||||||||||||
Total assets | $ | 17,825 | $ | 59,367 | $ | 77,192 | ||||||||||
For The Year Ended December 31, 2012 | ||||||||||||||||
U.S. | Canada | Total | ||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Third party | $ | 24,875 | $ | — | $ | 24,875 | ||||||||||
Total assets | $ | 16,890 | $ | 743 | $ | 17,633 | ||||||||||
Major_Customers_and_Concentrat
Major Customers and Concentration of Credit Risk | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Risks and Uncertainties [Abstract] | |||||||||
Major Customers and Concentration of Credit Risk | MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | ||||||||
The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: | |||||||||
Percent of Total Revenues for Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Customer A | 28 | % | 52 | % | 43 | % | |||
Customer B | 18 | % | 23 | % | 25 | % | |||
Customer C | 10 | % | 10 | % | — | ||||
Customer D | 10 | % | 3 | % | 20 | % | |||
All Others | 34 | % | 12 | % | 12 | % | |||
100 | % | 100 | % | 100 | % | ||||
A substantial portion of our revenues are from a limited number of customers. Our revenues are derived mainly from railcar loading and unloading services for bulk liquid products, switching, other terminalling services, and railcar fleet services. The industry concentration of these customers may impact our overall exposure to credit risk, either positively or negatively, since our customers may be similarly affected by changes in commodity prices, regulation, and other economic factors. We seek high-quality customers with investment grade credit ratings and perform ongoing credit evaluations of our customers. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | INCOME TAXES | |||||||||||
As of December 31, 2014 and 2013 we have no uncertain tax positions that qualify for either recognition or disclosure in our consolidated financial statements. | ||||||||||||
The income tax returns filed by USD for the periods from January 1, 2009 through December 31, 2013 are subject to examination by the taxing authorities. The results of such examinations may impact us as the results of any findings could pass down us. Income tax returns for our Canadian operations filed for the period ended December 31, 2013 are subject to examination by the taxing authorities. At December 31, 2014, neither we nor our Canadian operations are currently under examination. | ||||||||||||
We are treated as a partnership for federal and most state income tax purposes, with each partner being separately taxed on its share of taxable income, except for USD Rail LP which, on October 7, 2014, elected to be classified as an entity taxable as a corporation. Our provision for income taxes for the years presented includes franchise taxes and taxes on USD Rail LP and our Canadian operations. For the years ended December 31, 2014, 2013, and 2012, our provision for U.S. income taxes consisted of current expense for state franchise and foreign minimum taxes of $186 thousand, $30 thousand and $26 thousand, respectively. We have not recognized a benefit for losses associated with our U.S. and Canadian operations, since we currently consider it to be more likely than not that the benefit from the loss carryover will not be realized. Our U.S. loss carryover is approximately $0.7 million at December 31, 2014, which will expire in 2034. The Canadian loss carryover was approximately $8.5 million and $0.2 million, respectively, as of December 31, 2014 and 2013, which will start expiring in 2033. We did not have any unrecognized tax benefits or any tax reserves for uncertain tax positions at December 31, 2014 or 2013. | ||||||||||||
The components of income (loss) before taxes with reconciliation between tax at the federal statutory rate and actual income tax expense for continuing operations follow: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Domestic | $ | (2,374 | ) | $ | (1,527 | ) | $ | 1,081 | ||||
Foreign | (5,118 | ) | (284 | ) | — | |||||||
Total income (loss) before taxes | $ | (7,492 | ) | $ | (1,811 | ) | $ | 1,081 | ||||
Tax expense (benefit) at the statutory rate | $ | (2,547 | ) | $ | (634 | ) | $ | 378 | ||||
Loss (income) attributable to partnership not subject to tax | 933 | 536 | (378 | ) | ||||||||
Foreign tax rate differential | 313 | 28 | — | |||||||||
Other | — | 10 | — | |||||||||
State income tax | 156 | 30 | 26 | |||||||||
Change in valuation allowance | 1,331 | 60 | — | |||||||||
Provision for income taxes | $ | 186 | $ | 30 | $ | 26 | ||||||
Our deferred income taxes reflect the tax effect of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Major components of deferred income tax assets for continuing operations follow: | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Deferred income tax assets | ||||||||||||
Property and equipment | $ | (946 | ) | $ | 25 | |||||||
Capital and operating loss carryovers | 1,496 | 35 | ||||||||||
Prepaid expense | (1,098 | ) | — | |||||||||
Deferred revenues | 1,939 | — | ||||||||||
Valuation allowance | (1,391 | ) | (60 | ) | ||||||||
Net deferred income tax assets | $ | — | $ | — | ||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||||||||||||
Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates, particularly with respect to the U.S. dollar and the Canadian dollar. At December 31, 2014 and 2013, we did not employ any derivative financial instruments to manage our exposure to fluctuations in interest rates, although we may use derivative financial instruments, including swaps, options and other financial instruments with similar characteristics to manage this exposure in the future. | |||||||||||||||||||
A majority of the cash flows we produce are derived from our Hardisty rail terminal operations in the province of Alberta, Canada. As a result, fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar could have a significant effect on our results of operations, cash flows and financial position. In order to manage our exposure to fluctuations in foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset these risks. We have a program that primarily utilizes foreign currency collar derivative contracts, representing written call options and purchased put options, to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash flows denominated in Canadian dollars. Under this program, our strategy is to employ derivative contracts to mitigate the foreign currency transaction gains or losses to the extent practical. Economically, the collars limit our exposure such that the exchange rate effectively lies between the floor and the ceiling rates set forth in the derivative contacts. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecasted transaction and are not entered into for speculative purposes. | |||||||||||||||||||
Derivative Positions | |||||||||||||||||||
We did not enter into any derivative contracts during the years ended December 31, 2013. In May 2014 we entered into collar arrangements with a notional value of $37.2 million CAD on the date executed, which uses put and call options to limit the amount of loss or gain that we will receive upon converting the notional value to U.S. dollars. These put and call options pertain to the three month periods ending December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015, and December 31, 2015. The collar was executed to secure $37.2 million CAD at an exchange rate range between 0.91 and 0.93 U.S. dollars to 1.00 Canadian dollar. We have not designated these derivative financial instruments as hedges of our foreign currency rate exposures, but instead we mark these contracts to fair value quarterly with the change in fair value recorded to "Gain associated with derivative instruments" in our consolidated statements of operations. For the year ended December 31, 2014, we recognized gains of $1.5 million in our consolidated statements of operations related to changes in the fair value of our derivative contracts. The gains or losses associated with changes in the fair value of our foreign currency derivative contracts do not affect our cash flows until the underlying contract is settled by making or receiving a payment to or from the counterparty. | |||||||||||||||||||
We have presented the fair value of our derivative financial instruments in "Prepaid expenses and other current assets" in our consolidated balance sheet at December 31, 2014. We determine the fair value of our derivative financial instruments using third party pricing information that is derived from observable market inputs, which we classify as level 2 with respect to the fair value hierarchy. The following table presents summarized information about the fair values of our outstanding foreign currency contracts at December 31, 2014: | |||||||||||||||||||
Fair Value | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Notional (CAD) | Strike Price (1) | Market Price (1) | Asset | Liability | |||||||||||||||
Portion of option contracts maturing in 2015 | |||||||||||||||||||
Puts (purchased) | $ | 29,722,200 | 0.91 | 0.8606 | $ | 1,660 | $ | — | |||||||||||
Calls (written) | $ | 29,722,200 | 0.93 | 0.8606 | $ | — | $ | — | |||||||||||
(1) Strike and market price is denoted in CAD/USD. |
Unit_Based_Compensation
Unit Based Compensation | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unit Based Compensation | UNIT BASED COMPENSATION |
Class A units | |
In connection with our IPO and as provided for in our partnership agreement, we granted 250,000 non-voting Class A units to certain executive officers and other key employees of our general partner who provide services to us, of which 30,000 were forfeited in December 2014. None of the Class A units granted in 2014 are vested as of December 31, 2014. | |
The Class A units vest over a four year period depending upon the attainment of established distribution target thresholds for each year in the four year vesting period. If distributions exceed the threshold by more than the target amount, the Class A units in that tranche vest and become convertible into more than one common unit (1.25 to 2.0 times common units per Class A unit, depending on the tranche). Each of the Class A units have distribution equivalent rights (“DERs”) until they are forfeited, expire or are terminated. However, distributions over the vesting period are not paid in arrearage if the Class A units become convertible into more than one common unit. | |
We measure the compensation cost associated with the Class A units based on the fair value at the effective date of the grant, representing the October 8, 2014 date our common units began trading on the NYSE. We determined the fair value of our Class A units the grant date to be $25.71 per Class A unit based on the market price of the underlying common units on the date of our IPO, adjusted for vesting probabilities associated with the performance-based vesting requirements and the present value of the expected distributions. We assumed distribution rates ranging from $0.24375 per quarter to $0.4905 per quarter during the vesting period which we discounted assuming a 13% annual cost of equity. | |
The ultimate percentage of units vesting in each tranche depends on a performance condition: specifically, the distributions paid in the last year of the vesting period for each tranche. If distributions meet or fall below a threshold, the Class A units in that tranche are forfeited. If distributions exceed a threshold by less than a target amount, the Class A units in that tranche vest and become convertible into one common unit. If distributions exceed the threshold by more than the target amount, the Class A units in that tranche vest and become convertible into more than one common unit (1.25 to 2.0 times common units per Class A unit, depending on the tranche). We did not assume any forfeitures in our determination of fair value. | |
We estimated the expense for each tranche as the number of unit equity awards, multiplied by the per unit grant date fair value of those awards less estimated forfeitures in the probable vesting scenario for each tranche (equaling the applicable conversion multiple times the value of the stock excluding the expected distributions paid over the vesting period (the common unit price at IPO less the present value of the expected distributions) plus the present value of the expected distributions for any tranches that vest). The estimated fair value of our Class A units is amortized over the four-year vesting period using the accelerated attribution model. The Class A units awards will convert into our common units upon the vesting. We recognized approximately $0.6 million as compensation expense for the year ended December 31, 2014, related to the Class A units granted, which costs are included in “Selling, general and administrative” in our consolidated statements of operations. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||
The following table provides supplemental cash flow information: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Cash paid for income taxes | $ | 101 | $ | 26 | $ | 38 | ||||||
Cash paid for interest | $ | 3,588 | $ | 1,829 | $ | 2,563 | ||||||
NON-CASH INVESTING ACTIVITIES | ||||||||||||
Sale of land for note receivable - related party | $ | 2,472 | $ | — | $ | — | ||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Discontinued Operations | DISCONTINUED OPERATIONS | |||||||
On December 12, 2012, USDG sold all of its membership interests in five of its subsidiaries previously included in our Terminalling services segment to the Acquirer. The sales price of the subsidiaries was $502.6 million, net of working capital adjustments. USDG used a portion of these proceeds to pay down its bank debt to $30.0 million at the time of the sale and for distributions to its members during the periods presented. For the years ended December 31, 2013 and 2012, the we have $7.3 million and $394.3 million, respectively, recorded as gain on sale of discontinued operations. | ||||||||
Assets and liabilities of our Discontinued Operations are as follows: | ||||||||
As of December 31, 2013 | ||||||||
(in thousands) | ||||||||
Assets: | ||||||||
Cash | $ | — | ||||||
Receivables | 603 | |||||||
Cash proceeds placed in escrow related to the sale | 29,473 | |||||||
Total assets | $ | 30,076 | ||||||
Liabilities: | ||||||||
Payables | $ | — | ||||||
Bonus accrued for payment to employees | 5,835 | |||||||
Total liabilities | $ | 5,835 | ||||||
The following table shows results from our Discontinued Operations: | ||||||||
For the year ended December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Discontinued operations: | ||||||||
Revenues | $ | 951 | $ | 107,714 | ||||
Income before provision for income taxes | 951 | 65,245 | ||||||
Provision for income taxes | 3 | 41 | ||||||
Net income (loss) | $ | 948 | $ | 65,204 | ||||
The following table provides a reconciliation of our sales price for the Discontinued Operations to our gain on sale of discontinued operations: | ||||||||
For the Year Ended | ||||||||
December 31, 2012 | ||||||||
(in thousands) | ||||||||
Sales price | $ | 502,554 | ||||||
Subsidiaries sold at cost | (72,564 | ) | ||||||
Transaction costs and other | (35,672 | ) | ||||||
Gain on sale of discontinued operations | $ | 394,318 | ||||||
The following table provides a reconciliation of the our sales price for the Discontinued Operations to the net cash provided by investing activities for the Discontinued Operations: | ||||||||
For the Year Ended | ||||||||
December 31, 2012 | ||||||||
(in thousands) | ||||||||
Sales price | $ | 502,554 | ||||||
Gross cash proceeds placed in escrow | (40,000 | ) | ||||||
Additions of property and equipment | (26,644 | ) | ||||||
Working capital adjustment | 852 | |||||||
Net cash provided by investing activities | $ | 436,762 | ||||||
During 2013, $10.0 million of escrow payments were received. | ||||||||
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 us until the expiration of the Contract. We received these cash flows through September of 2013. These proceeds are recorded as income from discontinued operations prior to the Sale and in gain on sale of discontinued operations after the Sale as the remittance of the Incremental Throughput Fee after the Sale is deemed a resolution of a purchase price adjustment with the Acquirer. During the years ended December 31, 2013 and 2012, $7.3 million and $0.9 million, respectively, are recorded in gain on sale of discontinued operations. | ||||||||
In conjunction with the Sale, we ceased the operations of another subsidiary, USDS, which primarily provided loading and unloading services to the Acquirer, pursuant to a service agreement. 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. We have not participated in any revenue producing activities with respect to USDS and the cash flows terminated upon the expiration of the assigned service agreement on February 15, 2015. The earnings from the assigned service agreement are recorded as income from discontinued operations are $0, $1.0 million and $46 thousand for the years ended December 31, 2014, 2013 and 2012, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
Distribution to Partners | |
On January 29, 2015, the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a cash distribution payable of $0.24375 per unit for the quarter ended December 31, 2014. We paid the distribution on February 13, 2015 to unitholders of record on February 9, 2015. The cash distribution represents the prorated amount of our targeted minimum quarterly distribution of $0.28750 per unit, or $1.15 per unit on an annualized basis, for the period from October 15, 2014, the completion of our IPO, through December 31, 2014. We paid $2.2 million to our public Common unitholders, $53,625 to the Class A unitholders, an aggregate of $2.8 million to USD Group LLC as the holders of Common units and our Subordinated units and $104 thousand to USD Partners GP LLC for their general partner interest. | |
Long-term Incentive Plan | |
On February 16, 2015, the board of directors of our general partner, acting in its capacity as the general partner of USDP approved the grant of 415,608 phantom unit awards ("Phantom Units") in the aggregate to directors and employees of our general partner and its affiliates under the USD Partners LP 2014 Long-Term Incentive Plan (the "LTIP"). The Phantom Units are subject to all of the terms and conditions of the LTIP and the Phantom Unit award agreements (the "Award Agreements"). Phantom Unit awards generally represent rights to receive our common units, or with respect to certain of the awards, cash equal to the fair value of our common units, upon vesting. | |
The Award Agreements set forth the terms of grants of Phantom Units to participants under the LTIP. Each Phantom Unit granted under the Award Agreement includes an accompanying distribution equivalent right, which entitles the grantee to receive payments equal in amount to any distributions we make with respect to our common units underlying the Phantom Units. The Award Agreements granted to employees of our general partner contemplate that individual grants of Phantom Units will vest in four equal annual installments based on the grantee’s continued employment through the vesting dates specified in the Award Agreements, subject to acceleration upon the grantee’s death or disability, or involuntary termination in connection with a change in control of the Partnership or our general partner. Awards to independent directors of the board of our general partner typically vest over a one year period following the grant date. Award amounts for these grants were generally determined by reference to a specified dollar amount determined based on an allocation formula which included a percentage multiplier of the grantee's base salary, among other factors, converted to a number of units based on the initial public offering price of our common units in October 2014 of $17.00 per unit. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
First | Second | Third | Fourth | Total | ||||||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||||||
2014 Quarters | ||||||||||||||||||||
Operating revenue | $ | 5,485 | $ | 5,436 | $ | 12,986 | $ | 12,191 | $ | 36,098 | ||||||||||
Operating expense | $ | 5,477 | $ | 7,216 | $ | 10,963 | $ | 11,795 | $ | 35,451 | ||||||||||
Operating income (loss) | $ | 8 | $ | (1,780 | ) | $ | 2,023 | $ | 396 | $ | 647 | |||||||||
Loss from continuing operations | $ | (1,071 | ) | $ | (4,199 | ) | $ | (1,179 | ) | $ | (1,229 | ) | $ | (7,678 | ) | |||||
Income (loss) from discontinued operations | $ | 225 | $ | (194 | ) | $ | (183 | ) | $ | 152 | $ | — | ||||||||
Net loss | $ | (846 | ) | $ | (4,393 | ) | $ | (1,362 | ) | $ | (1,077 | ) | $ | (7,678 | ) | |||||
Net loss attributable to limited partner ownership interests in USD Partners LP | $ | (829 | ) | $ | (4,305 | ) | $ | (1,335 | ) | $ | (1,055 | ) | $ | (7,524 | ) | |||||
Net loss per limited partner unit | $ | (0.02 | ) | $ | (0.37 | ) | $ | (0.12 | ) | $ | (0.06 | ) | $ | (0.55 | ) | |||||
2013 Quarters | ||||||||||||||||||||
Operating revenue | $ | 8,061 | $ | 5,319 | $ | 5,133 | $ | 7,788 | $ | 26,301 | ||||||||||
Operating expense | $ | 7,552 | $ | 5,001 | $ | 5,018 | $ | 7,261 | $ | 24,832 | ||||||||||
Operating income | $ | 509 | $ | 318 | $ | 115 | $ | 527 | $ | 1,469 | ||||||||||
Loss from continuing operations | $ | (264 | ) | $ | (571 | ) | $ | (770 | ) | $ | (236 | ) | $ | (1,841 | ) | |||||
Income from discontinued operations | $ | 4,049 | $ | 2,854 | $ | 1,098 | $ | 242 | $ | 8,243 | ||||||||||
Net income | $ | 3,785 | $ | 2,283 | $ | 328 | $ | 6 | $ | 6,402 | ||||||||||
Net income attributable to limited partner ownership interests in USD Partners LP | $ | 3,709 | $ | 2,237 | $ | 321 | $ | 6 | $ | 6,274 | ||||||||||
Net income (loss) per limited partner unit | $ | 0.32 | $ | 0.19 | $ | 0.03 | $ | (0.02 | ) | $ | 0.54 | |||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
Prior to the completion of our IPO on October 15, 2014, our financial position, results of operations and cash flows consisted of the Predecessor, which represented a combined reporting entity. Subsequent to the IPO, our financial position, results of operations and cash flows consist of consolidated USDP activities and balances. The assets and liabilities in our consolidated financial statements have been reflected on a historical cost basis, as prior to the IPO all of the assets and liabilities presented were wholly-owned by USDG and its affiliates and were transferred within the USDG consolidated group. | ||
The consolidated statements of operations for periods prior to the IPO included expense allocations for certain corporate functions historically 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. Those allocations were based primarily on direct usage when identifiable, budgeted volumes or projected revenues, the remainder allocated evenly across the number of operating entities. The consolidated statements of operations for periods prior to the IPO include amounts allocated to the Predecessor for general corporate expenses incurred by USDG within "Selling, general and administrative ". 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 prior to the IPO. The allocations may not, however, reflect the expenses the Predecessor would have incurred as an independent company for the periods presented prior to the IPO. Actual costs that may have been incurred if the Predecessor had been a standalone 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 prior to the IPO. Effective with the IPO, our general partner and its affiliates provide services to us 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. | ||
Comparative Amounts | Comparative Amounts | |
We have made certain reclassifications to the amounts reported in prior years to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. | ||
Use of Estimates | Use of Estimates | |
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the 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. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include the estimated lives of depreciable property and equipment, recoverability of long-lived assets, and the allowance for doubtful accounts. | ||
Principles of Consolidation | Principles of Consolidation | |
The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. | ||
Restricted Cash | Restricted Cash | |
We include in restricted cash on our consolidated balance sheets, amounts representing a cash account for which the use of funds is restricted by the collaborative agreement we entered in 2014 with Gibson Energy Partnership (“Gibson”). The collaborative arrangement is further discussed in Note 9. Collaborative Arrangements. | ||
Accounts Receivable | Accounts Receivable | |
Accounts receivable are primarily due from our customers, which include oil producing and petroleum refining companies, as well as marketers of petroleum, petroleum products and biofuels, for services we have provided. We perform ongoing credit evaluations of our customers. When appropriate, we use the specific identification method to estimate allowances for doubtful accounts based on our 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. | ||
Deferred Financing Costs | Deferred Financing Costs | |
Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the effective interest method over the life of the related debt. | ||
Capitalization Policies and Depreciation Methods | Capitalization Policies and Depreciation Methods | |
We record property and equipment at its original cost, which we depreciate on a straight-line basis over the estimated useful lives of the assets that range from five to 20 years. Our determination of the useful lives of property and equipment requires us to make various assumptions when the assets are placed into service about the expected usage, normal wear and tear and the extent and frequency of maintenance programs. Expenditures for repairs and maintenance are charged to expense as incurred, while improvements that extend the service life or capacity of existing property and equipment are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. | ||
During construction we capitalize direct costs, such as labor, materials and overhead, as well as interest cost we may incur on indebtedness at our incremental borrowing rate. | ||
Impairment of Long-lived Assets | Impairment of Long-lived Assets | |
We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include a significant decrease in the fair value of the asset, operating or cash flow losses associated with the use of the asset and a significant change in the asset’s physical condition or use. Our estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration. We recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the long-lived asset following our determination that the carrying amount of a long-lived asset is not recoverable based on the estimated future undiscounted cash flows. We determined there were no asset impairment indicators in 2014, 2013 and 2012. | ||
Fair Value Measurements | Fair Value Measurements | |
We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. | ||
We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: | ||
• | 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). | |
We use the cost, income or market valuation approach to estimate the fair value of our assets and liabilities when insufficient market-observable data is available to support our valuation assumptions. | ||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and our credit facility as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and with respect to the credit facility, the frequent re-pricing of the underlying obligations. The fair value of our historical accounts receivable with affiliates and payables with affiliates cannot be determined due to the related party nature of these items. | ||
Derivative Financial Instruments | Derivative Financial Instruments | |
Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. At December 31, 2014, we do not employ any derivative financial instruments to manage our exposure to fluctuations in interest rates, although we intend to use derivative financial instruments, including swaps, options and other financial instruments with similar characteristics to manage this exposure in the future. In order to manage our exposure to fluctuations in foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset these risks. We have a program that primarily utilizes foreign currency collar derivative contracts, representing written call options and purchased put options, to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash flows 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 rates set forth in the derivative contacts. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecasted transaction and are not entered into for speculative purposes. | ||
In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair value as current or noncurrent assets or liabilities on a net basis by counterparty. We do not designate, nor have we historically designated, any of our derivative financial instruments as hedges of an underlying asset, liability and/or forecasted transaction. To qualify for hedge accounting treatment as set forth in the authoritative accounting guidance, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation. As a result, changes in the fair value of our derivative financial instruments and the related cash settlement of matured contracts are recognized in "Gain associated with derivative instruments" on our consolidated statements of operations. | ||
Unit-Based Compensation | Unit Based Compensation | |
In connection with our IPO and as provided for in our partnership agreement, we granted non-voting Class A units to certain executive officers and other key employees of our general partner who provide services to us. We determined the fair value of our Class A units based on the market price of the underlying common units on the date of our IPO, adjusted for vesting probabilities associated with performance-based vesting requirements and the present value of the expected distributions. The ultimate percentage of units vesting in each tranche depends on a performance condition: specifically, the distributions paid in the last year of the vesting period for each tranche. If distributions meet or fall below a threshold, the Class A units in that tranche are forfeited. If distributions exceed a threshold by less than a target amount, the Class A units in that tranche vest and become convertible into one common unit. If distributions exceed the threshold by more than the target amount, the Class A units in that tranche vest and become convertible into more than one common unit (1.25 to 2.0 times common units per Class A unit, depending on the tranche). Distributions over the vesting period are not paid in arrearage if the Class A units become convertible into more than one common unit. we estimated the expense for each tranche as the number of unit equity awards, multiplied by the per unit grant date fair value of those awards less estimated forfeitures in the probable vesting scenario for each tranche (equaling the applicable conversion multiple times the value of the stock excluding the expected distributions paid over the vesting period (the common unit price at IPO less the present value of the expected distributions) plus the present value of the expected distributions for any tranches that vest). The estimated fair value of our Class A units is amortized over the four-year vesting period using the straight-line method. The Class A units awards will convert into our common units upon the vesting. | ||
Revenue Recognition | Revenue Recognition | |
We derive our revenues 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. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with the applicable accounting guidance, we record revenues for fleet leases on a gross basis, since we are deemed the primary obligor for the services. We also recognize as revenue on our consolidated statements of operations in "Freight and other reimbursables," on a gross basis, the amounts we charge to our customers for the out-of-pocket expenses we have incurred to provide our railcar fleet services. | ||
We recognize terminalling services revenue when services are provided based on the contractual rates set forth in our agreements related to throughput volumes. Substantially all of the capacity at our Hardisty rail terminal is contracted under multi-year agreements that contain “take-or-pay” provisions where we are entitled to payment from our customer of a minimum monthly commitment fee, regardless of whether the specified throughput to which the customer committed is achieved. These agreements grant the customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. The make-up rights typically expire, if unused, in subsequent periods up to six months following the period for which the volumes were originally committed. We defer recognition of the revenue associated with volumes that are below the minimum monthly commitments until the earlier of (1) the throughput is utilized, (2) the customer’s ability to make up the minimum volume has expired in accordance with the terms of the agreements, or (3) we determine that the likelihood that the customer will be able to make up the minimum volume is remote. Revenue for fleet leases and related party administrative services is recognized ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. We have deferred revenues for amounts collected from customers in our Fleet services segment, which will be recognized as revenue when earned pursuant to the terms of our contracts. We have prepaid rent associated with these deferred revenues on our railcar leases, which we will recognize as expense as these railcars are used. | ||
Income Taxes | Income Taxes | |
We are not a taxable entity for United States federal income tax purposes, or for a majority of the states that impose an income tax. Taxes on our net income are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP which, on October 7, 2014, elected to be classified as an entity taxable as a corporation. Our income tax expense partially results from the enactment of state income tax laws that apply to entities organized as partnerships by the State of Texas. This tax is computed on our modified gross margin and we have determined the tax to be an income tax as set forth in the authoritative accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP and our Canadian operations. | ||
We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. | ||
Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. | ||
Net income for financial statement purposes may differ significantly from taxable income of unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available. | ||
Foreign Currency | Foreign Currency | |
The functional currency for our Canadian operations is the Canadian dollar. We translate the results of operations for our foreign subsidiaries from their local currencies to the U.S. dollar using average exchange rates during the period, while we translate assets and liabilities at the exchange rate in effect on the reporting date. We report the cumulative amount of gains and losses resulting from translating foreign currency financial statements in "Accumulated other comprehensive income," which is shown as a separate component of Partners' Capital on our consolidated balance sheets. | ||
Asset Retirement Obligations | Asset Retirement Obligations | |
We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying value of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. | ||
Legal obligations exist for our SART and WCRT facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We own the land on which our Hardisty rail terminal and related facilities reside and as a result, similar legal obligations do not exist that would require us to remove our Hardisty rail facilities at final abandonment. Sufficient data exists to estimate the cost of abandoning or retiring our SART and WCRT facilities. However, insufficient information exists to reasonably determine the timing and/or method of settlement for estimating the fair value of the ARO. In these cases, the asset retirement obligation cost is considered indeterminate because there is no data or information that can be derived from past practice, industry practice, our intentions or the estimated economic life of the asset. Useful lives of our terminal facilities are primarily derived from available supply resources and ultimate consumption of those resources by end users. Many variables can affect the remaining lives of the assets, which preclude us from making a reasonable estimate of the ARO. We will recognize the fair value of an ARO for each of these facilities in the period in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. | ||
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted | |
The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to “opt out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. | ||
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern | ||
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-15 which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This accounting update is effective for annual and interim periods beginning on or after December 15, 2016, with early adoption permitted. We do not expect that the adoption of this pronouncement will have a material impact on our consolidated financial statements. | ||
Revenue from Contracts with Customers | ||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This accounting update is effective for annual and interim periods beginning on or after December 15, 2016 and may be applied on either a full or modified retrospective basis. We are currently evaluating which transition approach we will apply and the impact that this pronouncement will have on our consolidated financial statements. | ||
Reporting Discontinued Operations and Disclosure of Disposals | ||
In April 2014, the FASB, issued Accounting Standards Update No. 2014-08 that changes the criteria and requires expanded disclosures for reporting discontinued operations. This accounting update is effective for annual and interim periods beginning after December 15, 2014 and is to be applied prospectively. We do not expect that the adoption of this pronouncement will have a material impact on our consolidated financial statements. |
Organization_and_Description_o1
Organization and Description of Business (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Schedule of net proceeds used from Initial Public Offering | We used the net proceeds from our IPO as follows (in millions): | ||||
Net Proceeds from the IPO | $ | 145 | |||
Less: | |||||
Reimbursement of USD for IPO expenses | (7.5 | ) | |||
Payment of debt issuance costs | (2.9 | ) | |||
Repayment of Bank of Oklahoma debt | (30.0 | ) | |||
Repayment of bank indebtedness of subsidiary | (67.8 | ) | |||
Net cash retained | $ | 36.8 | |||
Schedule of capital accounts | At December 31, 2014, our capital accounts were distributed as follows: | ||||
2014 | |||||
Common units held by the Public | 42.8 | % | |||
Common units held by USDG | 5.1 | % | |||
Subordinated units held by USDG | 49.1 | % | |||
Class A units held by management | 1 | % | |||
General partner interest held by USD Partners GP LLC | 2 | % | |||
100 | % |
Net_Income_Per_Limited_Partner1
Net Income Per Limited Partner and General Partner Interest (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||
Schedule of Distribution Method to Limited and General Partners | |||||||||||||||||||||
Distribution Targets | Portion of Quarterly | Percentage Distributed to Limited Partners | Percentage Distributed to | ||||||||||||||||||
Distribution Per Unit | General Partner | ||||||||||||||||||||
(including IDRs) | |||||||||||||||||||||
Minimum Quarterly Distribution | Up to $0.2875 | 98% | 2% | ||||||||||||||||||
First Target Distribution | > $0.2875 to $0.330625 | 98% | 2% | ||||||||||||||||||
Second Target Distribution | > $0.330625 to $0.359375 | 85% | 15% | ||||||||||||||||||
Third Target Distribution | > $0.359375to $0.431250 | 75% | 25% | ||||||||||||||||||
Over Third Target Distribution | In excess of $0.431250 | 50% | 50% | ||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | We determined basic and diluted net income (loss) per limited partner unit as as set forth in the following tables: | ||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||
Limited | Limited | Class A | General | Total | |||||||||||||||||
Partner | Partner | Units | Partner | ||||||||||||||||||
Common | Subordinated | Management | USD Partners GP LLC | ||||||||||||||||||
Units | Units | ||||||||||||||||||||
USDG | |||||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Predecessor net loss allocation to general and limited partner interests | $ | (668 | ) | $ | (6,394 | ) | $ | — | $ | (144 | ) | $ | (7,206 | ) | |||||||
Net loss attributable to general and limited partner interests in USD Partners LP | (228 | ) | (234 | ) | — | (10 | ) | (472 | ) | ||||||||||||
Distributable earnings (1) | 3,499 | 12,033 | 61 | 318 | 15,911 | ||||||||||||||||
Distributions in excess of earnings | $ | (4,395 | ) | $ | (18,661 | ) | $ | (61 | ) | $ | (472 | ) | $ | (23,589 | ) | ||||||
Weighted average units outstanding(2) | 3,042,477 | 10,463,545 | 53,425 | 427,083 | |||||||||||||||||
Distributable earnings per unit (3) | $ | 1.15 | $ | 1.15 | $ | 1.14 | |||||||||||||||
Overdistributed earnings per unit (4) | (1.44 | ) | (1.78 | ) | (1.14 | ) | |||||||||||||||
Net loss per limited partner (basic and diluted) | $ | (0.29 | ) | $ | (0.63 | ) | $ | — | |||||||||||||
-1 | Represents the distributions that would have been paid during the year assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed based on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period and the common units issued to the public and Class A units issued to certain members of management were were outstanding from October 15, 2014, the date of the IPO. | ||||||||||||||||||||
-2 | Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire year and the common units issued to the public and Class A units were outstanding from the October 15, 2014 closing of the IPO transaction. | ||||||||||||||||||||
-3 | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
-4 | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||
Limited | Limited | Class A | General | Total | |||||||||||||||||
Partner | Partner | Units | Partner | ||||||||||||||||||
Common | Subordinated | Management | USD Partners GP LLC | ||||||||||||||||||
Units | Units | ||||||||||||||||||||
USDG | |||||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Net income attributable to general and limited partner interests | $ | 594 | $ | 5,680 | $ | — | $ | 128 | $ | 6,402 | |||||||||||
Less: Income from discontinued operations attributable to general and limited partner interests | 765 | 7,314 | — | 164 | 8,243 | ||||||||||||||||
Income from continuing operations attributable to general and limited partner interests | (171 | ) | (1,634 | ) | — | (36 | ) | (1,841 | ) | ||||||||||||
Distributable earnings (1) | 1,258 | 12,033 | — | 271 | 13,562 | ||||||||||||||||
Distributions in excess of earnings | $ | (1,429 | ) | $ | (13,667 | ) | $ | — | $ | (307 | ) | $ | (15,403 | ) | |||||||
Weighted average units outstanding (2) | 1,093,545 | 10,463,545 | — | 427,083 | |||||||||||||||||
Distributable earnings per unit (3) | $ | 1.15 | $ | 1.15 | $ | — | |||||||||||||||
Overdistributed earnings per unit (4) | (1.31 | ) | (1.31 | ) | — | ||||||||||||||||
Net loss per limited partner unit from continuing operations (basic and diluted) | $ | (0.16 | ) | $ | (0.16 | ) | $ | — | |||||||||||||
Net income per limited partner unit from discontinued operations (basic and diluted) | 0.7 | 0.7 | — | ||||||||||||||||||
Net income per limited partner unit (basic and diluted) | $ | 0.54 | $ | 0.54 | $ | — | |||||||||||||||
-1 | Represents the distributions that would have been paid during the year assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed based on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period and the common units issued to the public and Class A units issued to certain members of management were were outstanding from October 15, 2014, the date of the IPO. | ||||||||||||||||||||
-2 | Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire year and the common units issued to the public and Class A units were outstanding from the October 15, 2014 closing of the IPO transaction. | ||||||||||||||||||||
-3 | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
-4 | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||||||||||
Limited | Limited | Class A | General | Total | |||||||||||||||||
Partner | Partner | Units | Partner | ||||||||||||||||||
Common | Subordinated | Management | USD Partners GP LLC | ||||||||||||||||||
Units | Units | ||||||||||||||||||||
USDG | |||||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Net income attributable to general and limited partner interests | $ | 42,709 | $ | 408,657 | $ | — | $ | 9,211 | 460,577 | ||||||||||||
Less: Income from discontinued operations attributable to general and limited partner interests | 42,611 | 407,721 | — | 9,190 | 459,522 | ||||||||||||||||
Income from continuing operations attributable to general and limited partner interests | 98 | 936 | — | 21 | 1,055 | ||||||||||||||||
Distributable earnings (1) | 1,258 | 12,033 | — | 271 | 13,562 | ||||||||||||||||
Distributions in excess of earnings | $ | (1,160 | ) | $ | (11,097 | ) | $ | — | $ | (250 | ) | $ | (12,507 | ) | |||||||
Weighted average units outstanding (2) | 1,093,545 | 10,463,545 | — | 427,083 | |||||||||||||||||
Distributable earnings per unit (3) | $ | 1.15 | $ | 1.15 | $ | — | |||||||||||||||
Overdistributed earnings per unit (4) | (1.06 | ) | (1.06 | ) | — | ||||||||||||||||
Net income per limited partner unit from continuing operations (basic and diluted) | $ | 0.09 | $ | 0.09 | $ | — | |||||||||||||||
Net income per limited partner unit from discontinued operations (basic and diluted) | 38.97 | 38.97 | — | ||||||||||||||||||
Net income per limited partner unit (basic and diluted) | $ | 39.06 | $ | 39.06 | $ | — | |||||||||||||||
-1 | Represents the distributions that would have been paid during the year assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed based on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period and the common units issued to the public and Class A units issued to certain members of management were were outstanding from October 15, 2014, the date of the IPO. | ||||||||||||||||||||
-2 | Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire year and the common units issued to the public and Class A units were outstanding from the October 15, 2014 closing of the IPO transaction. | ||||||||||||||||||||
-3 | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
-4 | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Schedule of property and equipment | Our property and equipment is comprised of the following: | |||||||||
As of December 31, | Estimated | |||||||||
Useful Lives | ||||||||||
2014 | 2013 | (Years) | ||||||||
(in thousands) | ||||||||||
Land | $ | 3,279 | $ | 6,148 | N/A | |||||
Trackage and facilities | 78,938 | 8,007 | 20 | |||||||
Equipment | 5,611 | 488 | 10-May | |||||||
Furniture | 51 | 5 | 5 | |||||||
Total property and equipment | 87,879 | 14,648 | ||||||||
Accumulated depreciation | (4,326 | ) | (1,803 | ) | ||||||
Construction in progress | 506 | 48,519 | ||||||||
Property and equipment, net | $ | 84,059 | $ | 61,364 | ||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of capacity on Credit Facility | At December 31, 2014, the capacity on our Credit Facility available to us was approximately $218.6 million, determined as follows: | |||||||||||
(in millions) | ||||||||||||
Aggregate borrowing capacity under Credit Facility | $ | 300 | ||||||||||
Less: Term Loan Facility amounts outstanding | 81.4 | |||||||||||
Revolving Credit Facility amounts outstanding | — | |||||||||||
Letters of credit outstanding | — | |||||||||||
Available Credit Facility capacity | $ | 218.6 | ||||||||||
Schedule of interest expense from continuing operations | A detail of interest expense from continuing operations is as follows: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Interest expense on BOK Credit Agreement | $ | 2,819 | $ | 1,821 | $ | 834 | ||||||
Interest expense on Credit Facility | 950 | — | — | |||||||||
Amortization of deferred financing costs | 1,056 | 1,420 | 1,216 | |||||||||
Total interest expense | $ | 4,825 | $ | 3,241 | $ | 2,050 | ||||||
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Deferred Revenue Disclosure [Abstract] | ||||||||
Summary of Deferred Revenue | The following table provides a detail of deferred revenue as reflected in our consolidated balance sheets : | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Customer prepayments | $ | 3,505 | $ | 1,563 | ||||
Minimum monthly commitment fees | 12,035 | — | ||||||
Total deferred revenue, current portion | $ | 15,540 | $ | 1,563 | ||||
Customer prepayments | 3,656 | 4,585 | ||||||
Total deferred revenue, net of current portion | $ | 3,656 | $ | 4,585 | ||||
Transactions_with_Related_Part1
Transactions with Related Parties (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
Variable Interest Entities | The following table summarizes the total assets and liabilities related to our unconsolidated VIEs as refelected in our consolidated balance sheets, as well as our maximum exposure to losses in which we have a variable interest but are not the primary beneficiary. Generally, our maximum exposure to losses is limited to amounts receivable for services we provided, reduced by any unearned deferred revenues. | |||||||||||
At December 31, 2014 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in millions) | ||||||||||||
Accounts receivable — related party | $ | 0.1 | $ | — | $ | — | ||||||
Deferred revenue, current portion — related party | — | 0.6 | — | |||||||||
Deferred revenue — related party, net of current portion | — | 1.9 | — | |||||||||
$ | 0.1 | $ | 2.5 | $ | — | |||||||
At December 31, 2013 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in millions) | ||||||||||||
Accounts receivable — related party | $ | — | $ | — | $ | — | ||||||
Deferred revenue, current portion — related party | — | — | — | |||||||||
Deferred revenue — related party, net of current portion | — | 1 | — | |||||||||
$ | — | $ | 1 | $ | — | |||||||
Related Party Transactions | Information about related party sales to J. Aron is presented below: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in millions) | ||||||||||||
Terminalling services - related party | $ | 3.5 | $ | — | $ | — | ||||||
Freight and other reimbursables - related party | 0.5 | 2.6 | — | |||||||||
$ | 4 | $ | 2.6 | $ | — | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Schedule of contractual obligations, fiscal year maturities | The following table presents future minimum lease rentals due to us under non-cancelable railcar operating leases (in thousands): | |||
As of December 31, | ||||
2015 | $ | 9,006 | ||
2016 | 5,139 | |||
2017 | 4,961 | |||
2018 | 4,070 | |||
2019 | 4,070 | |||
Thereafter | 7,462 | |||
Total | $ | 34,708 | ||
The future minimum payments for these rail services agreements are as follows (in thousands): | ||||
As of December 31, | ||||
2015 | $ | 8,460 | ||
2016 | 7,549 | |||
2017 | 7,700 | |||
2018 | 7,854 | |||
2019 | 2,635 | |||
Total | $ | 34,198 | ||
The approximate amount of our future minimum lease payments under noncancelable operating leases are as follows (in thousands): | ||||
As of December 31 | ||||
2015 | $ | 9,273 | ||
2016 | 5,226 | |||
2017 | 5,051 | |||
2018 | 4,070 | |||
2019 | 4,070 | |||
Thereafter | 7,462 | |||
$ | 35,152 | |||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Summary of Predecessor's Reportable Segment Data for Continuing Operations | The following tables summarize our reportable segment data for continuing operations: | |||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues: | ||||||||||||||||
Terminalling services | $ | 18,266 | $ | — | $ | — | $ | 18,266 | ||||||||
Terminalling services - related party | 3,499 | — | — | 3,499 | ||||||||||||
Railroad incentives | 719 | — | — | 719 | ||||||||||||
Fleet leases | — | 8,788 | — | 8,788 | ||||||||||||
Fleet services | — | 720 | — | 720 | ||||||||||||
Fleet services – related party | — | 1,501 | — | 1,501 | ||||||||||||
Freight and other reimbursables | — | 2,141 | — | 2,141 | ||||||||||||
Freight and other reimbursables - related party | — | 464 | — | 464 | ||||||||||||
Total revenue | 22,484 | 13,614 | — | 36,098 | ||||||||||||
Operating costs: | ||||||||||||||||
Subcontracted rail services | 6,994 | — | — | 6,994 | ||||||||||||
Pipeline fees | 3,625 | — | — | 3,625 | ||||||||||||
Fleet leases | — | 8,788 | — | 8,788 | ||||||||||||
Freight and other reimbursables | — | 2,605 | — | 2,605 | ||||||||||||
Selling, general and administrative | 6,290 | 2,650 | 1,868 | 10,808 | ||||||||||||
Depreciation | 2,631 | — | — | 2,631 | ||||||||||||
Total operating costs | 19,540 | 14,043 | 1,868 | 35,451 | ||||||||||||
Operating income (loss) | 2,944 | (429 | ) | (1,868 | ) | 647 | ||||||||||
Interest expense | 3,600 | — | 1,225 | 4,825 | ||||||||||||
Gain associated with derivative instruments | (1,536 | ) | — | — | (1,536 | ) | ||||||||||
Foreign currency transaction loss (gain) | 4,406 | (17 | ) | 461 | 4,850 | |||||||||||
Provision (benefit) for income taxes | 47 | 140 | (1 | ) | 186 | |||||||||||
Loss from continuing operations | $ | (3,573 | ) | $ | (552 | ) | $ | (3,553 | ) | $ | (7,678 | ) | ||||
Total assets | $ | 105,093 | $ | 7,692 | $ | 40,867 | $ | 153,652 | ||||||||
Capital expenditures | $ | 33,736 | $ | — | $ | — | $ | 33,736 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 7,130 | $ | — | $ | — | $ | 7,130 | ||||||||
Fleet leases | — | 13,572 | — | 13,572 | ||||||||||||
Fleet services | — | 235 | — | 235 | ||||||||||||
Fleet services – related party | — | 962 | — | 962 | ||||||||||||
Freight and other reimbursables | — | 1,778 | — | 1,778 | ||||||||||||
Freight and other reimbursables - related party | — | 2,624 | — | 2,624 | ||||||||||||
Total revenue | 7,130 | 19,171 | — | 26,301 | ||||||||||||
Operating costs: | ||||||||||||||||
Subcontracted rail services | 1,898 | — | — | 1,898 | ||||||||||||
Fleet leases | — | 13,572 | — | 13,572 | ||||||||||||
Freight and other reimbursables | — | 4,402 | — | 4,402 | ||||||||||||
Selling, general and administrative | 3,704 | 380 | 374 | 4,458 | ||||||||||||
Depreciation | 502 | — | — | 502 | ||||||||||||
Total operating costs | 6,104 | 18,354 | 374 | 24,832 | ||||||||||||
Operating income (loss) | 1,026 | 817 | (374 | ) | 1,469 | |||||||||||
Interest expense | 3,241 | — | — | 3,241 | ||||||||||||
Other expense, net | 39 | — | — | 39 | ||||||||||||
Provision for income taxes | 21 | 9 | — | 30 | ||||||||||||
Income (loss) from continuing operations | $ | (2,275 | ) | $ | 808 | $ | (374 | ) | $ | (1,841 | ) | |||||
Total assets | $ | 68,995 | $ | 8,197 | $ | — | $ | 77,192 | ||||||||
Capital expenditures | $ | 56,114 | $ | — | $ | — | $ | 56,114 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
For The Year Ended December 31, 2012 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 8,703 | $ | — | $ | — | $ | 8,703 | ||||||||
Fleet leases | — | 15,964 | — | 15,964 | ||||||||||||
Fleet services | — | 5 | — | 5 | ||||||||||||
Freight and other reimbursables | — | 203 | — | 203 | ||||||||||||
Total revenue | 8,703 | 16,172 | — | 24,875 | ||||||||||||
Operating costs | ||||||||||||||||
Subcontracted rail services | 1,847 | — | — | 1,847 | ||||||||||||
Fleet leases | — | 15,964 | — | 15,964 | ||||||||||||
Freight and other reimbursables | — | 203 | — | 203 | ||||||||||||
Selling, general and administrative | 3,000 | 114 | 126 | 3,240 | ||||||||||||
Depreciation | 490 | — | — | 490 | ||||||||||||
Total operating costs | 5,337 | 16,281 | 126 | 21,744 | ||||||||||||
Operating income (loss) | 3,366 | (109 | ) | (126 | ) | 3,131 | ||||||||||
Interest expense | 2,050 | — | — | 2,050 | ||||||||||||
Provision for income taxes | 26 | — | — | 26 | ||||||||||||
Income (loss) from continuing operations | $ | 1,290 | $ | (109 | ) | $ | (126 | ) | $ | 1,055 | ||||||
Total assets | $ | 14,128 | $ | 3,505 | $ | — | $ | 17,633 | ||||||||
Capital expenditures | $ | 773 | $ | — | $ | — | $ | 773 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
Reconciliation of Adjusted EBITDA to Profit or Loss From Continuing Operations | The following table provides a reconciliation of Adjusted EBITDA to income (loss) from continuing operations: | |||||||||||||||
For the Years Ended December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
(in thousands) | ||||||||||||||||
Adjusted EBITDA | ||||||||||||||||
Terminalling services | $ | 15,397 | $ | 1,528 | $ | 3,856 | ||||||||||
Fleet services | 1,187 | 817 | (109 | ) | ||||||||||||
Corporate activties (1) | (1,318 | ) | (374 | ) | (126 | ) | ||||||||||
Total Adjusted EBITDA | 15,266 | 1,971 | 3,621 | |||||||||||||
Add (deduct): | ||||||||||||||||
Interest expense | 4,825 | 3,241 | 2,050 | |||||||||||||
Depreciation | 2,631 | 502 | 490 | |||||||||||||
Provision for income taxes | 186 | 30 | 26 | |||||||||||||
Unrealized gain associated with derivative instruments | (1,192 | ) | — | — | ||||||||||||
Unit based compensation expense | 550 | — | — | |||||||||||||
Foreign currency transaction loss | 4,850 | 39 | — | |||||||||||||
Unrecovered reimbursable freight costs | 1,616 | — | — | |||||||||||||
Deferred revenue associated with minimum commitment fees (2) | 9,478 | — | — | |||||||||||||
Income (loss) from continuing operations | $ | (7,678 | ) | $ | (1,841 | ) | $ | 1,055 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
(2) | Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to the customers. Amounts presented are net of corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with recognition of revenue. | |||||||||||||||
Summary of Predecessor's Total Assets by Segment from Continuing Operations | The following tables summarize the geographic data for our continuing operations: | |||||||||||||||
For The Year Ended December 31, 2014 | ||||||||||||||||
U.S. | Canada | Total | ||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Third party | $ | 17,049 | $ | 13,585 | $ | 30,634 | ||||||||||
Related party | 1,933 | 3,531 | 5,464 | |||||||||||||
Total assets | $ | 56,339 | $ | 97,313 | $ | 153,652 | ||||||||||
For The Year Ended December 31, 2013 | ||||||||||||||||
U.S. | Canada | Total | ||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Third party | $ | 22,715 | $ | — | $ | 22,715 | ||||||||||
Related party | 3,586 | — | 3,586 | |||||||||||||
Total assets | $ | 17,825 | $ | 59,367 | $ | 77,192 | ||||||||||
For The Year Ended December 31, 2012 | ||||||||||||||||
U.S. | Canada | Total | ||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Third party | $ | 24,875 | $ | — | $ | 24,875 | ||||||||||
Total assets | $ | 16,890 | $ | 743 | $ | 17,633 | ||||||||||
Major_Customers_and_Concentrat1
Major Customers and Concentration of Credit Risk (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Risks and Uncertainties [Abstract] | |||||||||
Schedule of Revenue Attributable to Major Customers | The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: | ||||||||
Percent of Total Revenues for Years Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Customer A | 28 | % | 52 | % | 43 | % | |||
Customer B | 18 | % | 23 | % | 25 | % | |||
Customer C | 10 | % | 10 | % | — | ||||
Customer D | 10 | % | 3 | % | 20 | % | |||
All Others | 34 | % | 12 | % | 12 | % | |||
100 | % | 100 | % | 100 | % |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Effective Income Tax Rate Reconciliation | The components of income (loss) before taxes with reconciliation between tax at the federal statutory rate and actual income tax expense for continuing operations follow: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Domestic | $ | (2,374 | ) | $ | (1,527 | ) | $ | 1,081 | ||||
Foreign | (5,118 | ) | (284 | ) | — | |||||||
Total income (loss) before taxes | $ | (7,492 | ) | $ | (1,811 | ) | $ | 1,081 | ||||
Tax expense (benefit) at the statutory rate | $ | (2,547 | ) | $ | (634 | ) | $ | 378 | ||||
Loss (income) attributable to partnership not subject to tax | 933 | 536 | (378 | ) | ||||||||
Foreign tax rate differential | 313 | 28 | — | |||||||||
Other | — | 10 | — | |||||||||
State income tax | 156 | 30 | 26 | |||||||||
Change in valuation allowance | 1,331 | 60 | — | |||||||||
Provision for income taxes | $ | 186 | $ | 30 | $ | 26 | ||||||
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before taxes with reconciliation between tax at the federal statutory rate and actual income tax expense for continuing operations follow: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Domestic | $ | (2,374 | ) | $ | (1,527 | ) | $ | 1,081 | ||||
Foreign | (5,118 | ) | (284 | ) | — | |||||||
Total income (loss) before taxes | $ | (7,492 | ) | $ | (1,811 | ) | $ | 1,081 | ||||
Tax expense (benefit) at the statutory rate | $ | (2,547 | ) | $ | (634 | ) | $ | 378 | ||||
Loss (income) attributable to partnership not subject to tax | 933 | 536 | (378 | ) | ||||||||
Foreign tax rate differential | 313 | 28 | — | |||||||||
Other | — | 10 | — | |||||||||
State income tax | 156 | 30 | 26 | |||||||||
Change in valuation allowance | 1,331 | 60 | — | |||||||||
Provision for income taxes | $ | 186 | $ | 30 | $ | 26 | ||||||
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred income tax assets for continuing operations follow: | |||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Deferred income tax assets | ||||||||||||
Property and equipment | $ | (946 | ) | $ | 25 | |||||||
Capital and operating loss carryovers | 1,496 | 35 | ||||||||||
Prepaid expense | (1,098 | ) | — | |||||||||
Deferred revenues | 1,939 | — | ||||||||||
Valuation allowance | (1,391 | ) | (60 | ) | ||||||||
Net deferred income tax assets | $ | — | $ | — | ||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Summary of fair values of expected cash flows of outstanding foreign currency options | The following table presents summarized information about the fair values of our outstanding foreign currency contracts at December 31, 2014: | ||||||||||||||||||
Fair Value | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Notional (CAD) | Strike Price (1) | Market Price (1) | Asset | Liability | |||||||||||||||
Portion of option contracts maturing in 2015 | |||||||||||||||||||
Puts (purchased) | $ | 29,722,200 | 0.91 | 0.8606 | $ | 1,660 | $ | — | |||||||||||
Calls (written) | $ | 29,722,200 | 0.93 | 0.8606 | $ | — | $ | — | |||||||||||
(1) Strike and market price is denoted in CAD/USD. |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Cash paid for income taxes | $ | 101 | $ | 26 | $ | 38 | ||||||
Cash paid for interest | $ | 3,588 | $ | 1,829 | $ | 2,563 | ||||||
NON-CASH INVESTING ACTIVITIES | ||||||||||||
Sale of land for note receivable - related party | $ | 2,472 | $ | — | $ | — | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Summary of Disposal Group Disclosures | Assets and liabilities of our Discontinued Operations are as follows: | |||||||
As of December 31, 2013 | ||||||||
(in thousands) | ||||||||
Assets: | ||||||||
Cash | $ | — | ||||||
Receivables | 603 | |||||||
Cash proceeds placed in escrow related to the sale | 29,473 | |||||||
Total assets | $ | 30,076 | ||||||
Liabilities: | ||||||||
Payables | $ | — | ||||||
Bonus accrued for payment to employees | 5,835 | |||||||
Total liabilities | $ | 5,835 | ||||||
The following table shows results from our Discontinued Operations: | ||||||||
For the year ended December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Discontinued operations: | ||||||||
Revenues | $ | 951 | $ | 107,714 | ||||
Income before provision for income taxes | 951 | 65,245 | ||||||
Provision for income taxes | 3 | 41 | ||||||
Net income (loss) | $ | 948 | $ | 65,204 | ||||
The following table provides a reconciliation of our sales price for the Discontinued Operations to our gain on sale of discontinued operations: | ||||||||
For the Year Ended | ||||||||
December 31, 2012 | ||||||||
(in thousands) | ||||||||
Sales price | $ | 502,554 | ||||||
Subsidiaries sold at cost | (72,564 | ) | ||||||
Transaction costs and other | (35,672 | ) | ||||||
Gain on sale of discontinued operations | $ | 394,318 | ||||||
The following table provides a reconciliation of the our sales price for the Discontinued Operations to the net cash provided by investing activities for the Discontinued Operations: | ||||||||
For the Year Ended | ||||||||
December 31, 2012 | ||||||||
(in thousands) | ||||||||
Sales price | $ | 502,554 | ||||||
Gross cash proceeds placed in escrow | (40,000 | ) | ||||||
Additions of property and equipment | (26,644 | ) | ||||||
Working capital adjustment | 852 | |||||||
Net cash provided by investing activities | $ | 436,762 | ||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Schedule of quarterly financial data (unaudited) | ||||||||||||||||||||
First | Second | Third | Fourth | Total | ||||||||||||||||
(in thousands, except per unit amounts) | ||||||||||||||||||||
2014 Quarters | ||||||||||||||||||||
Operating revenue | $ | 5,485 | $ | 5,436 | $ | 12,986 | $ | 12,191 | $ | 36,098 | ||||||||||
Operating expense | $ | 5,477 | $ | 7,216 | $ | 10,963 | $ | 11,795 | $ | 35,451 | ||||||||||
Operating income (loss) | $ | 8 | $ | (1,780 | ) | $ | 2,023 | $ | 396 | $ | 647 | |||||||||
Loss from continuing operations | $ | (1,071 | ) | $ | (4,199 | ) | $ | (1,179 | ) | $ | (1,229 | ) | $ | (7,678 | ) | |||||
Income (loss) from discontinued operations | $ | 225 | $ | (194 | ) | $ | (183 | ) | $ | 152 | $ | — | ||||||||
Net loss | $ | (846 | ) | $ | (4,393 | ) | $ | (1,362 | ) | $ | (1,077 | ) | $ | (7,678 | ) | |||||
Net loss attributable to limited partner ownership interests in USD Partners LP | $ | (829 | ) | $ | (4,305 | ) | $ | (1,335 | ) | $ | (1,055 | ) | $ | (7,524 | ) | |||||
Net loss per limited partner unit | $ | (0.02 | ) | $ | (0.37 | ) | $ | (0.12 | ) | $ | (0.06 | ) | $ | (0.55 | ) | |||||
2013 Quarters | ||||||||||||||||||||
Operating revenue | $ | 8,061 | $ | 5,319 | $ | 5,133 | $ | 7,788 | $ | 26,301 | ||||||||||
Operating expense | $ | 7,552 | $ | 5,001 | $ | 5,018 | $ | 7,261 | $ | 24,832 | ||||||||||
Operating income | $ | 509 | $ | 318 | $ | 115 | $ | 527 | $ | 1,469 | ||||||||||
Loss from continuing operations | $ | (264 | ) | $ | (571 | ) | $ | (770 | ) | $ | (236 | ) | $ | (1,841 | ) | |||||
Income from discontinued operations | $ | 4,049 | $ | 2,854 | $ | 1,098 | $ | 242 | $ | 8,243 | ||||||||||
Net income | $ | 3,785 | $ | 2,283 | $ | 328 | $ | 6 | $ | 6,402 | ||||||||||
Net income attributable to limited partner ownership interests in USD Partners LP | $ | 3,709 | $ | 2,237 | $ | 321 | $ | 6 | $ | 6,274 | ||||||||||
Net income (loss) per limited partner unit | $ | 0.32 | $ | 0.19 | $ | 0.03 | $ | (0.02 | ) | $ | 0.54 | |||||||||
Organization_and_Description_o2
Organization and Description of Business - Initial Public Offering (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | ||
Oct. 15, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Oct. 14, 2014 | Aug. 31, 2014 | |
Tranches | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
General partner units, issued | 427,083 | 427,083 | |||||
Net proceeds from the initial public offering | $145,000,000 | $137,495,000 | $0 | $0 | |||
Payment of debt issuance costs | -3,909,000 | -261,000 | -926,000 | ||||
Limited Partner [Member] | USD Group LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 54.20% | 98.00% | |||||
General Partner [Member] | USD Partners GP LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
General partnership interest and incentive distribution rights (as a percent) | 2.00% | 2.00% | |||||
Credit Facility [Member] | Secured Debt [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maximum borrowing capacity | 300,000,000 | ||||||
Secured Debt [Member] | Credit Facility [Member] | Secured Debt [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maximum borrowing capacity | 300,000,000 | 300,000,000 | |||||
Revolving Credit Facility [Member] | Credit Facility [Member] | Secured Debt [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maximum borrowing capacity | 200,000,000 | ||||||
Term Loan [Member] | Credit Facility [Member] | Secured Debt [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Maximum borrowing capacity | 100,000,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Assumed debt | 30,000,000 | ||||||
Borrowings under term loan facility | 100,000,000 | ||||||
Net proceeds from the initial public offering | 145,000,000 | ||||||
Reimbursement of USD for IPO expenses | -7,500,000 | ||||||
Payment of debt issuance costs | -2,900,000 | ||||||
Net cash retained | 36,800,000 | ||||||
IPO [Member] | Parent Company [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Repayment of bank indebtedness of subsidiary | -30,000,000 | ||||||
IPO [Member] | Subsidiaries [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Repayment of bank indebtedness of subsidiary | ($67,800,000) | ||||||
IPO [Member] | General Partner [Member] | USD Partners GP LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
General partner units, issued | 427,083 | ||||||
Class A Units [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares granted to employees | 250,000 | ||||||
Number of tranches | 4 | ||||||
Units granted conversion factor, minimum | $1 | ||||||
Units granted conversion factor, maximum | $2 | ||||||
Limited partnership units, issued | 220,000 | 220,000 | |||||
Common Units [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Limited partnership units, issued | 10,213,545 | 10,213,545 | |||||
Common Units [Member] | Limited Partner [Member] | USD Group LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 5.10% | ||||||
Common Units [Member] | IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common units issued | 9,120,000 | ||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 42.80% | ||||||
Common Units [Member] | IPO [Member] | Limited Partner [Member] | USD Group LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Limited partnership units, issued | 1,093,545 | ||||||
Subordinated Units [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Limited partnership units, issued | 10,463,545 | 10,463,545 | |||||
Subordinated Units [Member] | Limited Partner [Member] | USD Group LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 49.10% | ||||||
Subordinated Units [Member] | IPO [Member] | Limited Partner [Member] | USD Group LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Limited partnership units, issued | 10,463,545 |
Organization_and_Description_o3
Organization and Description of Business - General (Details) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2014 | Oct. 14, 2014 | |
Limited Partners' Capital Account [Line Items] | ||
Limited partnership, total (as a percent) | 100.00% | |
IPO [Member] | Common Units [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Aggregate percentage of limited partner interest in partnership (as a percent) | 42.80% | |
Management [Member] | Class A Units [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Aggregate percentage of limited partner interest in partnership (as a percent) | 1.00% | |
USD Group LLC [Member] | Limited Partner [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Aggregate percentage of limited partner interest in partnership (as a percent) | 54.20% | 98.00% |
USD Group LLC [Member] | Limited Partner [Member] | Common Units [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Aggregate percentage of limited partner interest in partnership (as a percent) | 5.10% | |
USD Group LLC [Member] | Limited Partner [Member] | Subordinated Units [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
Aggregate percentage of limited partner interest in partnership (as a percent) | 49.10% | |
USD Partners GP LLC [Member] | General Partner [Member] | ||
Limited Partners' Capital Account [Line Items] | ||
General partnership interest and incentive distribution rights (as a percent) | 2.00% | 2.00% |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | CAD | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Class A Units [Member] | Class A Units [Member] | Class A Units [Member] | |
USD ($) | Minimum [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unit conversion ratio, based on excessive distributions | 1.25 | 2 | |||||||
Award vesting period | 4 years | ||||||||
Restricted Cash | |||||||||
Restricted cash | $6,490,000 | $0 | |||||||
Accounts Receivable | |||||||||
Allowance for doubtful accounts | 24,500 | 0 | |||||||
Bad debt expense | 1,424,000 | 0 | 0 | ||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property and equipment, useful life | 5 years | 20 years | |||||||
Revenue Recognition | |||||||||
Average incentive payment amount per railcar shipped | 100 | 100 | |||||||
Maximum payment for railcar shipped | 12,500,000 | ||||||||
Unit-based compensation | 550,000 | 0 | 0 | 600,000 | |||||
Foreign Currency | |||||||||
Cumulative translation adjustments, representing losses | -105,000 | -1,400,000 | |||||||
Foreign currency transaction loss | $4,850,000 | $39,000 | $0 |
Net_Income_Per_Limited_Partner2
Net Income Per Limited Partner and General Partner Interest - Distributions to Limited and General Partners (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum Quarterly Distribution [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Percentage Distributed to Limited Partners | 98.00% |
Percentage Distributed to General Partner (including IDRs) | 2.00% |
Minimum Quarterly Distribution [Member] | Maximum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.2875 |
First Target Distribution [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Percentage Distributed to Limited Partners | 98.00% |
Percentage Distributed to General Partner (including IDRs) | 2.00% |
First Target Distribution [Member] | Minimum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.2875 |
First Target Distribution [Member] | Maximum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.330625 |
Second Target Distribution [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Percentage Distributed to Limited Partners | 85.00% |
Percentage Distributed to General Partner (including IDRs) | 15.00% |
Second Target Distribution [Member] | Minimum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.330625 |
Second Target Distribution [Member] | Maximum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.359375 |
Third Target Distribution [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Percentage Distributed to Limited Partners | 75.00% |
Percentage Distributed to General Partner (including IDRs) | 25.00% |
Third Target Distribution [Member] | Minimum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.359375 |
Third Target Distribution [Member] | Maximum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.43125 |
Over Third Target Distribution [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Percentage Distributed to Limited Partners | 50.00% |
Percentage Distributed to General Partner (including IDRs) | 50.00% |
Over Third Target Distribution [Member] | Minimum [Member] | |
Distribution Targets For General Partners and Limited Partners [Line Items] | |
Portion of Quarterly Distribution Per Unit | 0.43125 |
Net_Income_Per_Limited_Partner3
Net Income Per Limited Partner and General Partner Interest - Schedule of Earnings per Units by Class (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Oct. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | ($472) | ($1,077) | ($1,362) | ($4,393) | ($846) | $6 | $328 | $2,283 | $3,785 | ($7,206) | ($7,678) | $6,402 | $460,577 |
Less: Net income (loss) from discontinued operations | 152 | -183 | -194 | 225 | 242 | 1,098 | 2,854 | 4,049 | 0 | 8,243 | 459,522 | ||
Loss from continuing operations | -1,229 | -1,179 | -4,199 | -1,071 | -236 | -770 | -571 | -264 | -7,678 | -1,841 | 1,055 | ||
Distributable earnings | 15,911 | 13,562 | 13,562 | ||||||||||
Distributions in excess of earnings | 23,589 | 15,403 | 12,507 | ||||||||||
Targeted quarterly distribution amount (USD per share) | $0.29 | $0.29 | $0.29 | ||||||||||
Targeted annual distribution amount (USD per share) | $1.15 | $1.15 | $1.15 | ||||||||||
Common Units [Member] | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Weighted average units outstanding | 3,042,000 | 1,094,000 | 1,094,000 | ||||||||||
Net income (loss) from continuing operations attributable to our limited partner interests per limited partner unit (basic and diluted) | ($0.29) | ($0.16) | $0.09 | ||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) | $0 | $0.70 | $38.97 | ||||||||||
Net loss per limited partner (basic and diluted) | ($0.29) | $0.54 | $39.06 | ||||||||||
Subordinated Units [Member] | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Weighted average units outstanding | 10,464,000 | 10,464,000 | 10,464,000 | ||||||||||
Net income (loss) from continuing operations attributable to our limited partner interests per limited partner unit (basic and diluted) | ($0.63) | ($0.16) | $0.09 | ||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) | $0 | $0.70 | $38.97 | ||||||||||
Net loss per limited partner (basic and diluted) | ($0.63) | $0.54 | $39.06 | ||||||||||
Limited Partner [Member] | Common Units [Member] | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | -228 | -668 | 594 | 42,709 | |||||||||
Less: Net income (loss) from discontinued operations | 765 | 42,611 | |||||||||||
Loss from continuing operations | -171 | 98 | |||||||||||
Distributable earnings | 3,499 | 1,258 | 1,258 | ||||||||||
Distributions in excess of earnings | 4,395 | 1,429 | 1,160 | ||||||||||
Weighted average units outstanding | 3,042,477 | 1,093,545 | 1,093,545 | ||||||||||
Distributable earnings per unit | $1.15 | $1.15 | $1.15 | ||||||||||
Overdistributed earnings per unit | ($1.44) | ($1.31) | ($1.06) | ||||||||||
Net income (loss) from continuing operations attributable to our limited partner interests per limited partner unit (basic and diluted) | ($0.16) | $0.09 | |||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) | $0.70 | $38.97 | |||||||||||
Net loss per limited partner (basic and diluted) | ($0.29) | $0.54 | $39.06 | ||||||||||
Limited Partner [Member] | Subordinated Units [Member] | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | -234 | -6,394 | 5,680 | 408,657 | |||||||||
Less: Net income (loss) from discontinued operations | 7,314 | 407,721 | |||||||||||
Loss from continuing operations | -1,634 | 936 | |||||||||||
Distributable earnings | 12,033 | 12,033 | 12,033 | ||||||||||
Distributions in excess of earnings | 18,661 | 13,667 | 11,097 | ||||||||||
Weighted average units outstanding | 10,463,545 | 10,463,545 | 10,463,545 | ||||||||||
Distributable earnings per unit | $1.15 | $1.15 | $1.15 | ||||||||||
Overdistributed earnings per unit | ($1.78) | ($1.31) | ($1.06) | ||||||||||
Net income (loss) from continuing operations attributable to our limited partner interests per limited partner unit (basic and diluted) | ($0.16) | $0.09 | |||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) | $0.70 | $38.97 | |||||||||||
Net loss per limited partner (basic and diluted) | ($0.63) | $0.54 | $39.06 | ||||||||||
Limited Partner [Member] | Class A Units [Member] | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | 0 | 0 | 0 | 0 | |||||||||
Less: Net income (loss) from discontinued operations | 0 | 0 | |||||||||||
Loss from continuing operations | 0 | 0 | |||||||||||
Distributable earnings | 61 | 0 | 0 | ||||||||||
Distributions in excess of earnings | 61 | 0 | 0 | ||||||||||
Weighted average units outstanding | 53,425 | 0 | 0 | ||||||||||
Distributable earnings per unit | $1.14 | $0 | $0 | ||||||||||
Overdistributed earnings per unit | ($1.14) | $0 | $0 | ||||||||||
Net income (loss) from continuing operations attributable to our limited partner interests per limited partner unit (basic and diluted) | $0 | $0 | |||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) | $0 | $0 | |||||||||||
Net loss per limited partner (basic and diluted) | $0 | $0 | $0 | ||||||||||
General Partner [Member] | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | -10 | -144 | 128 | 9,211 | |||||||||
Less: Net income (loss) from discontinued operations | 164 | 9,190 | |||||||||||
Loss from continuing operations | -36 | 21 | |||||||||||
Distributable earnings | 318 | 271 | 271 | ||||||||||
Distributions in excess of earnings | $472 | $307 | $250 | ||||||||||
Weighted average units outstanding | 427,083 | 427,083 | 427,083 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $87,879 | $14,648 | |
Accumulated depreciation | -4,326 | -1,803 | |
Construction in progress | 506 | 48,519 | |
Property and equipment, net | 84,059 | 61,364 | |
Capitalized interest | 230 | 0 | 0 |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 20 years | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,279 | 6,148 | |
Trackage and Facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 78,938 | 8,007 | |
Property and equipment, useful life | 20 years | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 5,611 | 488 | |
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 10 years | ||
Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $51 | $5 | |
Property and equipment, useful life | 5 years |
Debt_Additional_Information_De
Debt - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 15, 2014 | Nov. 30, 2008 | |
Line of Credit Facility [Line Items] | |||||
Proceeds from Term Loan Facility | $67,845,000 | $0 | $0 | ||
Revolving Credit Facility [Member] | Credit Facility [Member] | Canadian Prime Rate [Member] | Scenario 2 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Revolving Credit Facility [Member] | Credit Facility [Member] | Canadian Prime Rate [Member] | Scenario 2 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Revolving Credit Facility [Member] | Credit Facility [Member] | Canadian Dealer Offered Rate [Member] | Scenario 4 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Revolving Credit Facility [Member] | Credit Facility [Member] | Canadian Dealer Offered Rate [Member] | Scenario 4 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 3.25% | ||||
Revolving Credit Facility [Member] | BOK Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 150,000,000 | ||||
Amount outstanding under the credit facility | 97,800,000 | 30,000,000 | |||
Proceeds from Term Loan Facility | 67,800,000 | ||||
Credit facility, interest rate | 3.90% | 3.92% | 3.96% | ||
Revolving credit facility, unused portion, fee percentage | 0.50% | ||||
Term Loan [Member] | Credit Facility [Member] | Canadian Prime Rate [Member] | Scenario 1 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.35% | ||||
Term Loan [Member] | Credit Facility [Member] | Canadian Prime Rate [Member] | Scenario 1 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.35% | ||||
Term Loan [Member] | Credit Facility [Member] | Canadian Dealer Offered Rate [Member] | Scenario 3 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.35% | ||||
Term Loan [Member] | Credit Facility [Member] | Canadian Dealer Offered Rate [Member] | Scenario 3 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 3.35% | ||||
Secured Debt [Member] | Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term of senior secured credit agreement | 5 years | ||||
Maximum borrowing capacity | 300,000,000 | ||||
Minimum interest coverage ratio | 2.5 | ||||
Maximum leverage ratio | 4.5 | ||||
Maximum alternative leverage ratio | 5 | ||||
Temporary adjustment of leverage ratio | 0.5 | ||||
Maximum consolidated senior secured leverage ratio | 3.5 | ||||
Available credit facility capacity | 218,600,000 | ||||
Secured Debt [Member] | Credit Facility [Member] | Material Acquisition Period [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum consolidated senior secured leverage ratio | 4 | ||||
Secured Debt [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 200,000,000 | ||||
Maximum borrowing capacity with pay-down feature | 300,000,000 | ||||
Limit increase under accordion feature | 100,000,000 | ||||
Maximum borrowing capacity with accordion feature | 400,000,000 | ||||
Interest rate during period | 3.87% | ||||
Amount outstanding under the credit facility | 0 | ||||
Secured Debt [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.38% | ||||
Secured Debt [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.50% | ||||
Secured Debt [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | Base Rate [Member] | Scenario 1 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Secured Debt [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | Base Rate [Member] | Scenario 1 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Secured Debt [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Scenario 3 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Secured Debt [Member] | Revolving Credit Facility [Member] | Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Scenario 3 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 3.25% | ||||
Secured Debt [Member] | Term Loan [Member] | Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 100,000,000 | ||||
Distribution paid | 100,000,000 | ||||
Increase in interest rate upon breach of covenant | 1.00% | ||||
Secured Debt [Member] | Term Loan [Member] | Credit Facility [Member] | Base Rate [Member] | Scenario 1 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.35% | ||||
Secured Debt [Member] | Term Loan [Member] | Credit Facility [Member] | Base Rate [Member] | Scenario 1 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.35% | ||||
Secured Debt [Member] | Term Loan [Member] | Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Scenario 3 [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.35% | ||||
Secured Debt [Member] | Term Loan [Member] | Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Scenario 3 [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 3.35% | ||||
Secured Debt [Member] | Letter of Credit [Member] | Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Amount outstanding under the credit facility | 0 | ||||
Secured Debt [Member] | Standby Letters of Credit [Member] | Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 20,000,000 | ||||
Secured Debt [Member] | Swingline Sub-facility [Member] | Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 20,000,000 | ||||
Unsecured Debt [Member] | Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 150,000,000 |
Debt_Capacity_on_Credit_Facili
Debt - Capacity on Credit Facility (Details) (Secured Debt [Member], Credit Facility [Member], USD $) | Dec. 31, 2014 | Oct. 15, 2014 |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $300,000,000 | |
Available credit facility capacity | 218,600,000 | |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 300,000,000 | |
Amounts outstanding | 81,400,000 | |
Available credit facility capacity | 218,600,000 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 200,000,000 | |
Amounts outstanding | 0 | |
Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Amounts outstanding | $0 |
Debt_Schedule_of_Interest_Expe
Debt - Schedule of Interest Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Line of Credit Facility [Line Items] | |||
Amortization of deferred financing costs | $1,056 | $1,420 | $1,216 |
Total interest expense | 4,825 | 3,241 | 2,050 |
BOK Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest expense | 2,819 | 1,821 | 834 |
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest expense | $950 | $0 | $0 |
Deferred_Revenue_Details
Deferred Revenue (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | $15,540 | $1,563 |
Total deferred revenue, net of current portion | 3,656 | 4,585 |
Customer prepayments [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | 3,505 | 1,563 |
Total deferred revenue, net of current portion | 3,656 | 4,585 |
Minimum commitment fees [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | $12,035 | $0 |
Transactions_with_Related_Part2
Transactions with Related Parties - Nature of Relationship (Details) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2014 | Oct. 14, 2014 | |
Limited Partner [Member] | USD Group LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Limited partner interest (as a percent) | 54.20% | 98.00% |
General Partner [Member] | USD Partners GP LLC [Member] | ||
Related Party Transaction [Line Items] | ||
General partner interest (as a percent) | 2.00% | 2.00% |
Transactions_with_Related_Part3
Transactions with Related Parties - Initial Public Offering Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended |
Dec. 31, 2014 | Oct. 14, 2014 | Oct. 15, 2014 | |
Related Party Transaction [Line Items] | |||
General partner units, issued | 427,083 | ||
Common Units [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partnership units, issued | 10,213,545 | ||
Subordinated Units [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partnership units, issued | 10,463,545 | ||
Limited Partner [Member] | USD Group LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partner interest (as a percent) | 54.20% | 98.00% | |
Limited Partner [Member] | USD Group LLC [Member] | Common Units [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partner interest (as a percent) | 5.10% | ||
Limited Partner [Member] | USD Group LLC [Member] | Subordinated Units [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partner interest (as a percent) | 49.10% | ||
IPO [Member] | |||
Related Party Transaction [Line Items] | |||
Assumed debt | $30,000,000 | ||
Borrowings under term loan facility | 100,000,000 | ||
IPO [Member] | Common Units [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partner interest (as a percent) | 42.80% | ||
IPO [Member] | Limited Partner [Member] | USD Group LLC [Member] | Common Units [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partnership units, issued | 1,093,545 | ||
IPO [Member] | Limited Partner [Member] | USD Group LLC [Member] | Subordinated Units [Member] | |||
Related Party Transaction [Line Items] | |||
Limited partnership units, issued | 10,463,545 | ||
IPO [Member] | General Partner [Member] | USD Partners GP LLC [Member] | |||
Related Party Transaction [Line Items] | |||
General partner units, issued | 427,083 | ||
IPO [Member] | Subsidiary of Common Parent [Member] | |||
Related Party Transaction [Line Items] | |||
Notes receivable | 2,500,000 |
Transactions_with_Related_Part4
Transactions with Related Parties - Omnibus Agreement (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 15, 2014 | |
Related Party Transaction [Line Items] | ||||
Related party, initial amount for certain general and administrative services | $3,500,000 | $3,000,000 | $1,200,000 | |
Selling, general & administrative - related party | 6,905,000 | 1,475,000 | 2,080,000 | |
Limited Partner [Member] | USD Group LLC [Member] | Omnibus Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party, initial amount for certain general and administrative services | 4,900,000 | |||
Related party, fixed annual fee | 2,500,000 | |||
Selling, general & administrative - related party | $400,000 | |||
Contract agreement, term | 7 years | |||
Notification period for sale of assets | 60 days | |||
Good faith negotiation period | 60 days | |||
Period for transfer of assets to third party buyer, after good faith negotiation | 180 days |
Transactions_with_Related_Part5
Transactions with Related Parties - Indemnification (Details) (USD Group LLC [Member], Limited Partner [Member], Omnibus Agreement [Member], USD $) | 0 Months Ended | |
Oct. 15, 2014 | Oct. 15, 2014 | |
USD Group LLC [Member] | Limited Partner [Member] | Omnibus Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Aggregate deductible | $500,000 | |
Maximum exposure, undiscounted | $10,000,000 | $10,000,000 |
Transactions_with_Related_Part6
Transactions with Related Parties - Variable Interest Entities (Details) (Variable Interest Entity, Not Primary Beneficiary [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Variable Interest Entity [Line Items] | |||
Total assets | $100,000 | $0 | |
Total liabilities | 2,500,000 | 1,000,000 | |
Maximum exposure to loss | 0 | 0 | |
Related party sales | 1,500,000 | 1,000,000 | 0 |
Accounts Receivable - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 100,000 | 0 | |
Maximum exposure to loss | 0 | 0 | |
Deferred Revenue, Current Portion - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total liabilities | 600,000 | 0 | |
Maximum exposure to loss | 0 | 0 | |
Deferred Revenue, Noncurrent Portion - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total liabilities | 1,900,000 | 1,000,000 | |
Maximum exposure to loss | $0 | $0 |
Transactions_with_Related_Part7
Transactions with Related Parties - Related Party Revenue and Deferred Revenue (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Accounts payable b related party | $492,000 | $0 | |
Related Party [Member] | J. Aron [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 4,000,000 | 2,600,000 | 0 |
Accounts payable b related party | 0 | 400,000 | |
Related Party [Member] | J. Aron [Member] | Terminalling Services [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 3,500,000 | 0 | 0 |
Related Party [Member] | J. Aron [Member] | Freight and other reimbursables [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 500,000 | 2,600,000 | 0 |
Related Party [Member] | USD Marketing [Member] | Minimum commitment fees [Member] | |||
Related Party Transaction [Line Items] | |||
Payments received | $2,000,000 |
Transactions_with_Related_Part8
Transactions with Related Parties - Cost Allocations (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transactions [Abstract] | |||
Related party, initial amount for certain general and administrative services | $3.50 | $3 | $1.20 |
Transactions_with_Related_Part9
Transactions with Related Parties - Loan from USDG (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
USD ($) | USD ($) | USDG Loan [Member] | |
USDTC [Member] | |||
Subsidiary of Common Parent [Member] | |||
CAD | |||
Related Party Transaction [Line Items] | |||
Initial loan amount of unsecured loan facility | 45,200,000 | ||
Capacity to increase unsecured loan facility | 70,000,000 | ||
Loan from parent | $0 | $50,991,000 |
Partners_Capital_Details
Partners' Capital (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Limited Partners' Capital Account [Line Items] | |||
Targeted quarterly distribution amount (USD per share) | $0.29 | $0.29 | $0.29 |
Targeted annual distribution amount (USD per share) | $1.15 | $1.15 | $1.15 |
Limited Partner [Member] | Class A Units [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Tranche percentage of units | 20.00% | ||
Limited Partner [Member] | Class A Units [Member] | First vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1.25 | ||
Limited Partner [Member] | Class A Units [Member] | Second vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1.5 | ||
Limited Partner [Member] | Class A Units [Member] | Third vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1.75 | ||
Limited Partner [Member] | Class A Units [Member] | Last vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 2 |
Collaborative_Arrangements_Det
Collaborative Arrangements (Details) (Gibson Energy Partnership [Member], Collaborative Arrangement [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Gibson Energy Partnership [Member] | Collaborative Arrangement [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Pipeline fees recorded | $3,600 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Railcar Operating Leases (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease revenue | $8,788 | $13,572 | $15,964 |
Railcar [Member] | |||
Operating Leased Assets [Line Items] | |||
2015 | 9,006 | ||
2016 | 5,139 | ||
2017 | 4,961 | ||
2018 | 4,070 | ||
2019 | 4,070 | ||
Thereafter | 7,462 | ||
Total | $34,708 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Rail Service Agreements (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Commitments [Line Items] | |||
Subcontracted rail services | $6,994 | $1,898 | $1,847 |
Service Agreements, Labor Service Providers [Member] | |||
Other Commitments [Line Items] | |||
2015 | 8,460 | ||
2016 | 7,549 | ||
2017 | 7,700 | ||
2018 | 7,854 | ||
2019 | 2,635 | ||
Total | $34,198 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Operating Leases (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leased Assets [Line Items] | |||
Fleet leases | $8,788,000 | $13,572,000 | $15,964,000 |
Property, Plant and Equipment [Member] | |||
Operating Leased Assets [Line Items] | |||
2015 | 9,273,000 | ||
2016 | 5,226,000 | ||
2017 | 5,051,000 | ||
2018 | 4,070,000 | ||
2019 | 4,070,000 | ||
Thereafter | 7,462,000 | ||
Total | 35,152,000 | ||
Property, Plant and Equipment [Member] | Selling, General and Administrative Expenses [Member] | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $300,000 | $300,000 | $200,000 |
Commitments_and_Contingencies_4
Commitments and Contingencies - Additional Information (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ||
Construction contracts | $67,900,000 | |
Construction contracts, completed | 45,000,000 | |
Construction contracts, to be incurred in future periods | 22,900,000 | |
Other current liabilities | 877,000 | 3,656,000 |
Retention balance, build-out of Hardistry rail terminal | $3,600,000 |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment_Reporting_Reportable_S
Segment Reporting - Reportable Segment (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | |||||||||||
Railroad incentives | $719 | $0 | $0 | ||||||||
Fleet leases | 8,788 | 13,572 | 15,964 | ||||||||
Freight and other reimbursables | 2,141 | 1,778 | 203 | ||||||||
Operating revenue | 12,191 | 12,986 | 5,436 | 5,485 | 7,788 | 5,133 | 5,319 | 8,061 | 36,098 | 26,301 | 24,875 |
Operating costs: | |||||||||||
Subcontracted rail services | 6,994 | 1,898 | 1,847 | ||||||||
Pipeline fees | 3,625 | 0 | 0 | ||||||||
Fleet leases | 8,788 | 13,572 | 15,964 | ||||||||
Freight and other reimbursables | 2,605 | 4,402 | 203 | ||||||||
Selling, general and administrative | 10,808 | 4,458 | 3,240 | ||||||||
Depreciation | 2,631 | 502 | 490 | ||||||||
Total operating costs | 11,795 | 10,963 | 7,216 | 5,477 | 7,261 | 5,018 | 5,001 | 7,552 | 35,451 | 24,832 | 21,744 |
Operating income (loss) | 396 | 2,023 | -1,780 | 8 | 527 | 115 | 318 | 509 | 647 | 1,469 | 3,131 |
Interest expense | 4,825 | 3,241 | 2,050 | ||||||||
Gain associated with derivative instruments | -1,536 | 0 | 0 | ||||||||
Foreign currency transaction loss | 4,850 | 39 | 0 | ||||||||
Provision for income taxes | 186 | 30 | 26 | ||||||||
Loss from continuing operations | -1,229 | -1,179 | -4,199 | -1,071 | -236 | -770 | -571 | -264 | -7,678 | -1,841 | 1,055 |
Total assets | 153,652 | 107,268 | 153,652 | 107,268 | |||||||
Capital expenditures | 33,736 | 56,114 | 773 | ||||||||
Continuing Operations [Member] | |||||||||||
Operating costs: | |||||||||||
Total assets | 153,652 | 77,192 | 153,652 | 77,192 | 17,633 | ||||||
Related Party [Member] | |||||||||||
Revenues | |||||||||||
Freight and other reimbursables | 464 | 2,624 | 0 | ||||||||
Terminalling Services [Member] | |||||||||||
Revenues | |||||||||||
Revenues | 18,266 | 7,130 | 8,703 | ||||||||
Railroad incentives | 719 | ||||||||||
Operating revenue | 22,484 | 7,130 | 8,703 | ||||||||
Operating costs: | |||||||||||
Subcontracted rail services | 6,994 | 1,898 | 1,847 | ||||||||
Pipeline fees | 3,625 | ||||||||||
Selling, general and administrative | 6,290 | 3,704 | 3,000 | ||||||||
Depreciation | 2,631 | 502 | 490 | ||||||||
Total operating costs | 19,540 | 6,104 | 5,337 | ||||||||
Operating income (loss) | 2,944 | 1,026 | 3,366 | ||||||||
Interest expense | 3,600 | 3,241 | 2,050 | ||||||||
Gain associated with derivative instruments | -1,536 | ||||||||||
Foreign currency transaction loss | 4,406 | 39 | |||||||||
Provision for income taxes | 47 | 21 | 26 | ||||||||
Loss from continuing operations | -3,573 | -2,275 | 1,290 | ||||||||
Capital expenditures | 33,736 | 56,114 | 773 | ||||||||
Terminalling Services [Member] | Continuing Operations [Member] | |||||||||||
Operating costs: | |||||||||||
Total assets | 105,093 | 68,995 | 105,093 | 68,995 | 14,128 | ||||||
Terminalling Services [Member] | Related Party [Member] | |||||||||||
Revenues | |||||||||||
Revenues | 3,499 | 0 | 0 | ||||||||
Fleet Services [Member] | |||||||||||
Revenues | |||||||||||
Revenues | 720 | 235 | 5 | ||||||||
Fleet leases | 8,788 | 13,572 | 15,964 | ||||||||
Freight and other reimbursables | 2,141 | 1,778 | 203 | ||||||||
Operating revenue | 13,614 | 19,171 | 16,172 | ||||||||
Operating costs: | |||||||||||
Fleet leases | 8,788 | 13,572 | 15,964 | ||||||||
Freight and other reimbursables | 2,605 | 4,402 | 203 | ||||||||
Selling, general and administrative | 2,650 | 380 | 114 | ||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Total operating costs | 14,043 | 18,354 | 16,281 | ||||||||
Operating income (loss) | -429 | 817 | -109 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Foreign currency transaction loss | -17 | 0 | |||||||||
Provision for income taxes | 140 | 9 | 0 | ||||||||
Loss from continuing operations | -552 | 808 | -109 | ||||||||
Capital expenditures | 0 | 0 | 0 | ||||||||
Fleet Services [Member] | Continuing Operations [Member] | |||||||||||
Operating costs: | |||||||||||
Total assets | 7,692 | 8,197 | 7,692 | 8,197 | 3,505 | ||||||
Fleet Services [Member] | Related Party [Member] | |||||||||||
Revenues | |||||||||||
Revenues | 1,501 | 962 | 0 | ||||||||
Freight and other reimbursables | 464 | 2,624 | |||||||||
Corporate [Member] | |||||||||||
Operating costs: | |||||||||||
Selling, general and administrative | 1,868 | 374 | 126 | ||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Total operating costs | 1,868 | 374 | 126 | ||||||||
Operating income (loss) | -1,868 | -374 | -126 | ||||||||
Interest expense | 1,225 | 0 | 0 | ||||||||
Foreign currency transaction loss | 461 | 0 | |||||||||
Provision for income taxes | -1 | 0 | 0 | ||||||||
Loss from continuing operations | -3,553 | -374 | -126 | ||||||||
Capital expenditures | 0 | 0 | 0 | ||||||||
Corporate [Member] | Continuing Operations [Member] | |||||||||||
Operating costs: | |||||||||||
Total assets | $40,867 | $0 | $40,867 | $0 | $0 |
Segment_Reporting_Reconciliati
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | $15,266 | $1,971 | $3,621 | ||||||||
Interest expense | 4,825 | 3,241 | 2,050 | ||||||||
Depreciation | 2,631 | 502 | 490 | ||||||||
Provision for income taxes | 186 | 30 | 26 | ||||||||
Unrealized gain associated with derivative instruments | -1,192 | 0 | 0 | ||||||||
Unit based compensation expense | 550 | 0 | 0 | ||||||||
Foreign currency transaction loss | 4,850 | 39 | 0 | ||||||||
Unrecovered reimbursable freight costs | 1,616 | 0 | 0 | ||||||||
Deferred revenue associated with minimum commitment fees | 9,478 | 0 | 0 | ||||||||
Loss from continuing operations | -1,229 | -1,179 | -4,199 | -1,071 | -236 | -770 | -571 | -264 | -7,678 | -1,841 | 1,055 |
Corporate Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | -1,318 | -374 | -126 | ||||||||
Terminalling Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | 15,397 | 1,528 | 3,856 | ||||||||
Interest expense | 3,600 | 3,241 | 2,050 | ||||||||
Provision for income taxes | 47 | 21 | 26 | ||||||||
Foreign currency transaction loss | 4,406 | 39 | |||||||||
Loss from continuing operations | -3,573 | -2,275 | 1,290 | ||||||||
Fleet Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | 1,187 | 817 | -109 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Provision for income taxes | 140 | 9 | 0 | ||||||||
Foreign currency transaction loss | -17 | 0 | |||||||||
Loss from continuing operations | ($552) | $808 | ($109) |
Segment_Reporting_Revenue_and_
Segment Reporting - Revenue and Assets by Geographic Area (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $12,191 | $12,986 | $5,436 | $5,485 | $7,788 | $5,133 | $5,319 | $8,061 | $36,098 | $26,301 | $24,875 |
Total assets | 153,652 | 107,268 | 153,652 | 107,268 | |||||||
Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 153,652 | 77,192 | 153,652 | 77,192 | 17,633 | ||||||
Third Party [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 30,634 | 22,715 | 24,875 | ||||||||
Related Party [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 5,464 | 3,586 | |||||||||
United States [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 56,339 | 17,825 | 56,339 | 17,825 | 16,890 | ||||||
United States [Member] | Third Party [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 17,049 | 22,715 | 24,875 | ||||||||
United States [Member] | Related Party [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 1,933 | 3,586 | |||||||||
Canada [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 97,313 | 59,367 | 97,313 | 59,367 | 743 | ||||||
Canada [Member] | Third Party [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 13,585 | 0 | 0 | ||||||||
Canada [Member] | Related Party [Member] | Continuing Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $3,531 | $0 |
Major_Customers_and_Concentrat2
Major Customers and Concentration of Credit Risk (Details) (Customer Concentration Risk [Member], Customer Revenues [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | |||
Concentration risk (as a percentage) | 100.00% | 100.00% | 100.00% |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percentage) | 28.00% | 52.00% | 43.00% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percentage) | 18.00% | 23.00% | 25.00% |
Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percentage) | 10.00% | 10.00% | 0.00% |
Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percentage) | 10.00% | 3.00% | 20.00% |
All Others [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (as a percentage) | 34.00% | 12.00% | 12.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | Domestic Tax Authority [Member] | Foreign Tax Authority [Member] | Foreign Tax Authority [Member] | |
Internal Revenue Service [Member] | Canada Revenue Agency [Member] | Canada Revenue Agency [Member] | ||||
USD ($) | CAD | CAD | ||||
Income Tax Disclosure [Abstract] | ||||||
Provision for income taxes | $186,000 | $30,000 | $26,000 | |||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | $700,000 | 8,500,000 | 200,000 |
Income_Taxes_Schedule_of_Compo
Income Taxes - Schedule of Components of Income Tax and Effective Tax Reconciliation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
Domestic | ($2,374) | ($1,527) | $1,081 |
Foreign | -5,118 | -284 | 0 |
Total income (loss) before taxes | -7,492 | -1,811 | 1,081 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Tax expense (benefit) at the statutory rate | -2,547 | -634 | 378 |
Loss (income) attributable to partnership not subject to tax | 933 | 536 | -378 |
Foreign tax rate differential | 313 | 28 | 0 |
Other | 0 | 10 | 0 |
State income tax | 156 | 30 | 26 |
Change in valuation allowance | 1,331 | 60 | 0 |
Provision for income taxes | $186 | $30 | $26 |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Net [Abstract] | ||
Property and equipment | ($946) | $25 |
Capital and operating loss carryovers | 1,496 | 35 |
Prepaid expense | -1,098 | 0 |
Deferred revenues | 1,939 | 0 |
Valuation allowance | -1,391 | -60 |
Net deferred income tax assets | $0 | $0 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 14-May-14 | 14-May-14 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | USD ($) | Foreign Exchange Contract [Member] | Puts (purchased) [Member] | Puts (purchased) [Member] | Calls (written) [Member] | Calls (written) [Member] | |
CAD | Foreign Exchange Option [Member] | Foreign Exchange Option [Member] | Foreign Exchange Option [Member] | Foreign Exchange Option [Member] | |||||
USD ($) | CAD | USD ($) | CAD | ||||||
Derivative [Line Items] | |||||||||
Exchange rate floor | 0.91 | ||||||||
Exchange rate cap | 0.93 | ||||||||
Gain associated with derivative instruments | $1,536,000 | $0 | $0 | ||||||
Notional | 37,200,000 | 29,722,200 | 29,722,200 | ||||||
Strike Price | 0.91 | 0.91 | 0.93 | 0.93 | |||||
Market Price | 0.8606 | 0.8606 | 0.8606 | 0.8606 | |||||
Asset | 1,660,000 | 0 | |||||||
Liability | $0 | $0 |
Unit_Based_Compensation_Detail
Unit Based Compensation (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit based compensation expense | $550 | $0 | $0 | |
Maximum [Member] | Minimum Quarterly Distribution [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Assumed distribution rate (in dollars per unit) | $0.29 | |||
Class A Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted to employees | 250,000 | |||
Units forfeited | 30,000 | |||
Award vesting period | 4 years | |||
Weighted average grant date fair value (in dollars per share) | $25.71 | |||
Assumed annual cost of equity (as a percent) | 13.00% | |||
Unit based compensation expense | $600 | |||
Class A Units [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit conversion ratio, based on excessive distributions | 1.25 | |||
Class A Units [Member] | Minimum [Member] | Minimum Quarterly Distribution [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Assumed distribution rate (in dollars per unit) | $0.24 | |||
Class A Units [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit conversion ratio, based on excessive distributions | 2 | |||
Class A Units [Member] | Maximum [Member] | Minimum Quarterly Distribution [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Assumed distribution rate (in dollars per unit) | $0.49 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Cash paid for income taxes | $101 | $26 | $38 |
Cash paid for interest | 3,588 | 1,829 | 2,563 |
Related Party [Member] | |||
NON-CASH INVESTING ACTIVITIES | |||
Sale of land for note receivable - related party | $2,472 | $0 | $0 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Dec. 12, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 12, 2012 | |
Subsidiary | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of subsidiaries | 5 | ||||
Sales price | $502,600,000 | $502,554,000 | $502,600,000 | ||
Escrow received during period | 10,000,000 | ||||
Gain on sale of discontinued operations | 0 | 7,295,000 | 394,318,000 | ||
Income (loss) from discontinued operations | 0 | 948,000 | 65,204,000 | ||
USDS [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income (loss) from discontinued operations | 0 | 1,000,000 | 46,000 | ||
Revolving Credit Facility [Member] | BOK Credit Agreement [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Amount outstanding under the credit facility | 97,800,000 | 30,000,000 | |||
SJRT [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of discontinued operations | $7,300,000 | $900,000 |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Cash | $0 | |
Receivables | 603 | |
Cash proceeds placed in escrow related to the sale | 29,473 | |
Total assets | 0 | 30,076 |
Liabilities: | ||
Payables | 0 | |
Bonus accrued for payment to employees | 5,835 | |
Total liabilities | $0 | $5,835 |
Discontinued_Operations_Summar
Discontinued Operations - Summary of Operating Results from Discontinued Operations (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued operations: | |||
Revenues | $951 | $107,714 | |
Income before provision for income taxes | 951 | 65,245 | |
Provision for income taxes | 3 | 41 | |
Net income (loss) | $0 | $948 | $65,204 |
Discontinued_Operations_Reconc
Discontinued Operations - Reconciliation of Gain on Sale from Disposal Unit (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 12, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Sales price | $502,554 | $502,600 | ||
Subsidiaries sold at cost | -72,564 | |||
Transaction costs and other | -35,672 | |||
Gain on sale of discontinued operations | $0 | $7,295 | $394,318 |
Discontinued_Operations_Reconc1
Discontinued Operations - Reconciliation of Cash Proceeds Received from Disposal Unit (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 12, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Sales price | $502,554 | $502,600 | ||
Gross cash proceeds placed in escrow | -40,000 | |||
Additions of property and equipment | -26,644 | |||
Working capital adjustment | 852 | |||
Net cash provided by investing activities | $29,473 | $10,000 | $436,762 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 29, 2015 | Feb. 16, 2015 | Oct. 31, 2014 | |
Subsequent Event [Line Items] | ||||||
Targeted quarterly distribution amount (USD per share) | $0.29 | $0.29 | $0.29 | |||
Targeted annual distribution amount (USD per share) | $1.15 | $1.15 | $1.15 | |||
Common Units [Member] | IPO [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Price per common unit (USD per share) | $17 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Distribution amount per share (USD per share) | $0.24 | |||||
General partner distributions | $104,000 | |||||
Subsequent Event [Member] | Phantom Share Units [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Awards granted in period (in units) | 415,608 | |||||
Number of annual vesting periods | 4 | |||||
Subsequent Event [Member] | Phantom Share Units [Member] | Director [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Award vesting period | 1 year | |||||
Subsequent Event [Member] | Common Units [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total distributed earnings to our limited partners | 2,200,000 | |||||
Subsequent Event [Member] | Class A Units [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total distributed earnings to our limited partners | 53,625 | |||||
Subsequent Event [Member] | Common Units and Subordinated Units [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total distributed earnings to our limited partners | $2,800,000 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Oct. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Operating revenue | $12,191 | $12,986 | $5,436 | $5,485 | $7,788 | $5,133 | $5,319 | $8,061 | $36,098 | $26,301 | $24,875 | ||
Operating expense | 11,795 | 10,963 | 7,216 | 5,477 | 7,261 | 5,018 | 5,001 | 7,552 | 35,451 | 24,832 | 21,744 | ||
Operating income (loss) | 396 | 2,023 | -1,780 | 8 | 527 | 115 | 318 | 509 | 647 | 1,469 | 3,131 | ||
Loss from continuing operations | -1,229 | -1,179 | -4,199 | -1,071 | -236 | -770 | -571 | -264 | -7,678 | -1,841 | 1,055 | ||
Income (loss) from discontinued operations | 152 | -183 | -194 | 225 | 242 | 1,098 | 2,854 | 4,049 | 0 | 8,243 | 459,522 | ||
Net loss | -472 | -1,077 | -1,362 | -4,393 | -846 | 6 | 328 | 2,283 | 3,785 | -7,206 | -7,678 | 6,402 | 460,577 |
Net loss attributable to limited partner ownership interests in USD Partners LP | ($1,055) | ($1,335) | ($4,305) | ($829) | $6 | $321 | $2,237 | $3,709 | ($7,524) | $6,274 | $451,366 | ||
Net loss per limited partner unit (USD per share) | ($0.06) | ($0.12) | ($0.37) | ($0.02) | ($0.02) | $0.03 | $0.19 | $0.32 | ($0.55) | $0.54 |