Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
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-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 10,213,545 | |
Subordinated Units [Member] | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 10,463,545 | |
Class A Units [Member] | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 220,000 | |
General Partner [Member] | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 427,083 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $2,041 | ($846) |
Other comprehensive income — foreign currency translation, net of income tax expense of $138 thousand and $29 thousand, respectively | 256 | 54 |
Comprehensive income (loss) | $2,297 | ($792) |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | ||
Railroad incentives | $9 | $0 |
Fleet leases | 1,878 | 2,174 |
Freight and other reimbursables | 956 | 1,088 |
Total revenues | 13,508 | 5,485 |
Operating costs | ||
Subcontracted rail services | 2,227 | 480 |
Pipeline fees | 1,943 | 0 |
Fleet leases | 3,088 | 2,174 |
Freight and other reimbursables | 996 | 1,278 |
Selling, general and administrative | 2,217 | 534 |
Depreciation | 1,093 | 126 |
Total operating costs | 12,743 | 5,477 |
Operating income | 765 | 8 |
Interest expense | 992 | 943 |
Gain associated with derivative instruments | -1,949 | 0 |
Foreign currency transaction loss (gain) | -341 | 130 |
Income (loss) from continuing operations before provision for income taxes | 2,063 | -1,065 |
Provision for income taxes | 22 | 6 |
Income (loss) from continuing operations | 2,041 | -1,071 |
Discontinued operations | 0 | 225 |
Net income (loss) | 2,041 | -846 |
Net income (loss) attributable to limited partner interest | ||
Income (loss) from continuing operations | 2,041 | -1,050 |
Income from discontinued operations | 0 | 221 |
Net income (loss) attributable to limited partner interest | 2,041 | -829 |
Basic and diluted earnings per limited partner unit: (in dollars per share) | ||
Weighted average limited partner units outstanding | 21,324,173 | |
Affiliated Entity [Member] | ||
Revenues | ||
Freight and other reimbursables | 40 | 190 |
Operating costs | ||
Selling, general and administrative | 1,179 | 885 |
Terminalling Services [Member] | ||
Revenues | ||
Services revenue | 8,387 | 1,578 |
Railroad incentives | 9 | |
Total revenues | 8,396 | 1,578 |
Operating costs | ||
Subcontracted rail services | 2,227 | 480 |
Pipeline fees | 1,943 | |
Depreciation | 1,093 | 126 |
Total operating costs | 6,557 | 1,670 |
Operating income | 1,839 | -92 |
Interest expense | 602 | 943 |
Gain associated with derivative instruments | -1,949 | |
Foreign currency transaction loss (gain) | 46 | 130 |
Provision for income taxes | 7 | 5 |
Income (loss) from continuing operations | 3,133 | -1,170 |
Fleet Leases [Member] | ||
Revenues | ||
Fleet leases | 1,878 | 2,174 |
Fleet Leases [Member] | Affiliated Entity [Member] | ||
Revenues | ||
Services revenue | 1,210 | 0 |
Fleet Services [Member] | ||
Revenues | ||
Services revenue | 156 | 101 |
Fleet leases | 101 | |
Freight and other reimbursables | 956 | 1,088 |
Total revenues | 5,112 | 3,907 |
Operating costs | ||
Fleet leases | 3,088 | 2,174 |
Freight and other reimbursables | 996 | 1,278 |
Depreciation | 0 | 0 |
Total operating costs | 4,343 | 3,714 |
Operating income | 769 | 193 |
Interest expense | 0 | |
Foreign currency transaction loss (gain) | 23 | 0 |
Provision for income taxes | 15 | 1 |
Income (loss) from continuing operations | 731 | 192 |
Fleet Services [Member] | Affiliated Entity [Member] | ||
Revenues | ||
Services revenue | 872 | 354 |
Freight and other reimbursables | $40 | $190 |
Common Units [Member] | ||
Basic and diluted earnings per limited partner unit: (in dollars per share) | ||
Income (loss) from continuing operations | $0.09 | ($0.09) |
Income from discontinued operations | $0 | $0.02 |
Net income (loss) per subordinated unit (basic and diluted) | $0.09 | ($0.07) |
Weighted average limited partner units outstanding | 10,214,000 | 1,094,000 |
Subordinated Units [Member] | ||
Basic and diluted earnings per limited partner unit: (in dollars per share) | ||
Income (loss) from continuing operations | $0.09 | ($0.09) |
Income from discontinued operations | $0 | $0.02 |
Net income (loss) per subordinated unit (basic and diluted) | $0.09 | ($0.07) |
Weighted average limited partner units outstanding | 10,464,000 | 10,464,000 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation tax amount | $138 | $29 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | $2,041 | ($846) |
Less: Income from discontinued operations | 0 | 225 |
Income (loss) from continuing operations | 2,041 | -1,071 |
Adjustments to reconcile income (loss) from continuing operations to net cash from operating activities: | ||
Depreciation | 1,093 | 126 |
Gain associated with derivative instruments | -1,949 | 0 |
Settlement of derivative contracts | 894 | 0 |
Amortization of deferred financing costs | 159 | 450 |
Unit based compensation expense | 727 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -806 | -562 |
Accounts receivable – related party | -3,226 | 402 |
Prepaid expenses and other current assets | -3,574 | -1,238 |
Accounts payable and accrued expenses | -526 | -1,124 |
Deferred revenue and other liabilities | 9,374 | 1,846 |
Deferred revenue – related party | 137 | 104 |
Change in restricted cash | 1,160 | 0 |
Net cash provided by (used in) operating activities | 5,504 | -1,067 |
Cash flows from investing activities: | ||
Additions of property and equipment | -422 | -13,776 |
Net cash used in investing activities | -422 | -13,776 |
Cash flows from financing activities: | ||
Payments for deferred financing costs | 0 | -757 |
Distributions | -5,195 | -23,926 |
Proceeds from long-term debt borrowing | 6,000 | 0 |
Repayment of long-term debt | -7,925 | 0 |
Proceeds of loan from parent | 0 | 17,714 |
Net cash used in financing activities | -7,120 | -6,969 |
Cash provided by (used in) discontinued operations: | ||
Net cash used in operating activities | 0 | -2,500 |
Net cash provided by investing activities | 0 | 29,473 |
Net cash used in financing activities | 0 | -225 |
Net cash provided by discontinued operations | 0 | 26,748 |
Effect of exchange rates on cash | -235 | -6 |
Net change in cash and cash equivalents | -2,273 | 4,930 |
Cash and cash equivalents – beginning of period | 40,249 | 6,151 |
Cash and cash equivalents – end of period | $37,976 | $11,081 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $37,976 | $40,249 |
Restricted cash | 4,833 | 6,490 |
Accounts receivable, net | 4,736 | 4,221 |
Accounts receivable - related party | 2,807 | 134 |
Prepaid expenses and other current assets | 14,954 | 10,370 |
Note receivable - related party | 2,274 | 2,472 |
Total current assets | 67,580 | 63,936 |
Property and equipment, net | 77,200 | 84,059 |
Other non-current assets | 5,123 | 5,657 |
Total assets | 149,903 | 153,652 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,137 | 3,875 |
Accounts payable - related party | 168 | 492 |
Deferred revenue, current portion | 24,160 | 15,540 |
Deferred revenue, current portion - related party | 5,029 | 5,256 |
Other current liabilities | 844 | 877 |
Total current liabilities | 33,338 | 26,040 |
Long-term debt | 72,921 | 81,358 |
Deferred revenue, net of current portion | 3,248 | 3,656 |
Deferred revenue, net of current portion - related party | 1,924 | 1,931 |
Total liabilities | 111,431 | 112,985 |
Commitments and contingencies (Note 9) | ||
General partners' capital account | 42 | 103 |
Accumulated other comprehensive income (loss) | 151 | -105 |
Total partners' capital | 38,472 | 40,667 |
Total liabilities and partners' capital | 149,903 | 153,652 |
Subordinated Units [Member] | ||
Current liabilities | ||
Limited partners' capital account | -89,524 | -87,978 |
Class A Units [Member] | ||
Current liabilities | ||
Limited partners' capital account | 1,063 | 550 |
Common Units [Member] | ||
Current liabilities | ||
Limited partners' capital account | $126,740 | $128,097 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2015 | Dec. 31, 2014 |
General Partners' Capital Account, Units Authorized | 427,083,000 | 427,083,000 |
Number of general partner units issued | 427,083,000 | 427,083,000 |
Common Units [Member] | ||
Limited Partners' Capital Account, Units Authorized | 10,213,545,000 | 10,213,545,000 |
Limited partners' capital account, units issued | 10,213,545,000 | 10,213,545,000 |
Class A Units [Member] | ||
Limited Partners' Capital Account, Units Authorized | 222,000,000 | 222,000,000 |
Limited partners' capital account, units issued | 222,000,000 | 222,000,000 |
Subordinated Units [Member] | ||
Limited Partners' Capital Account, Units Authorized | 10,463,545,000 | 10,463,545,000 |
Limited partners' capital account, units issued | 10,463,545,000 | 10,463,545,000 |
Consolidated_Statements_of_Par
Consolidated Statements of Partners' Capital Statement (USD $) | Total | Limited Partner [Member] | Limited Partner [Member] | Limited Partner [Member] | General Partner [Member] | Predecessor [Member] | Accumulated Other Comprehensive Income (Loss) [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, 2013 | $4,003 | ($1,400) | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net income | -829 | ||||||
Net income (loss) | -846 | -78 | 0 | -751 | -17 | -846 | |
Partners' Capital Account, Distributions | -24,151 | ||||||
Cumulative translation adjustment | 54 | 54 | |||||
Partners' capital account beginning balance at Mar. 31, 2014 | -22,340 | -20,994 | -1,346 | ||||
Partners' capital account ending balance at Dec. 31, 2014 | 40,667 | 128,097 | 550 | -87,978 | 103 | -105 | |
Partners' capital account beginning balance (in units) at Dec. 31, 2014 | 10,213,545 | 220,000 | 10,463,545 | 427,083 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net income | 2,041 | 980 | 16 | 1,004 | 41 | ||
Unit based compensation expense | 152 | 551 | |||||
Distributions, limited partners | -2,489 | -54 | -2,550 | ||||
Distributions, general partner | -102 | ||||||
Net income (loss) | 2,041 | 980 | 16 | 1,004 | 41 | ||
Cumulative translation adjustment | 256 | 256 | |||||
Partners' capital account beginning balance at Mar. 31, 2015 | $38,472 | $126,740 | $1,063 | ($89,524) | $42 | $151 | |
Partners' capital account ending balance (in units) at Mar. 31, 2015 | 10,213,545 | 220,000 | 10,463,545 | 427,083 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION |
USD Partners LP and its consolidated subsidiaries, collectively referred to herein as "we," "us," "our," "the Partnership" and "USDP," is 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 substantially all of our operating cash flow by providing terminalling services such as loading various grades of crude oil into railcars and transloading ethanol from railcars, as well as related logistics services. Our terminalling services are primarily provided under multi-year, take-or-pay contracts. We also provide customers access to railcars, as well as railcar-specific services, related to the transportation of crude oil, ethanol and other liquid hydrocarbons through the management of a railcar fleet that is committed to customers under long-term, take-or-pay contracts. We do not take ownership of the products that we handle nor do we receive any payments from our customers based on the value of such products. Since we do not own nor engage in the trading of any of the products that we handle, 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. | |
Basis of Presentation | |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, they contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary to present fairly our financial position as of March 31, 2015, our results of operations for the three months ended March 31, 2015 and 2014, and our cash flows for the three months ended March 31, 2015 and 2014. We derived our consolidated balance sheet as of December 31, 2014, from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Our results of operations for the three months ended March 31, 2015 and 2014, should not be taken as indicative of the results to be expected for the full year due to seasonal fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying footnotes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. | |
Prior to the completion of our initial public offering ("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. | |
Initial Public Offering | |
On October 15, 2014, we completed the initial public offering of 9,120,000 of our common units, currently representing a 42.8% limited partner interest in us, for proceeds of approximately $145 million after underwriting discounts, commissions and structuring fees. USD Group LLC ("USDG"), a wholly-owned subsidiary of US Development Group LLC ("USD"), retained a significant ownership interest in us through its current ownership of an aggregate 54.2% limited partner interest and its ownership of our general partner, USD Partners GP LLC, which owns all of our general partner units and all of our incentive distribution rights. Our common units began trading on October 9, 2014, on the New York Stock Exchange ("NYSE"), under the ticker symbol USDP. | |
Comparative Amounts | |
We have made certain reclassifications to the amounts reported in the prior year to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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 into during 2014 with Gibson Energy Partnership (“Gibson”). The collaborative arrangement is further discussed in Note 8. Collaborative Arrangement. As of March 31, 2015 and December 31, 2014 we had restricted cash balances of $4.8 million and $6.5 million, respectively, for undistributed amounts retained in our joint revenue collection bank account. | |
Accounts Receivable | |
Accounts receivable are derived from amounts we have billed to 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, as well as 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 $23 thousand and $24 thousand at March 31, 2015 and December 31, 2014, respectively. We did not have any bad debt expense for the three months ended March 31, 2015 and 2014. | |
Recent Accounting Pronouncements Not Yet Adopted | |
EPU Calculations for MLPs | |
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-06, which amends the FASB Accounting Standards Codification section 260 as it relates to the application of the two-class method of computing earnings per share by master limited partnerships. The guidance specifically requires that earnings or losses of a transferred business prior to the date of a dropdown transaction be allocated entirely to the general partner in computing earnings per unit and provide qualitative disclosures about how the rights to the earnings or losses before and after the dropdown differ for purposes of computing earnings per unit. This pronouncement is effective for fiscal years beginning after December 15, 2015 and should be applied retrospectively for all financial statements presented, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. | |
Interest - Imputation of Interest | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03 which simplifies the presentation of debt issuance costs. Under the new standard, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. Applicable disclosures for a change in accounting principle are required in the year of adoption. We do not expect that the adoption of this pronouncement will have a material impact on our consolidated financial statements. | |
Consolidation | |
In February 2015, the FASB issued Accounting Standards Update No. 2015-02 which changes the consolidation analysis for all reporting entities, but primarily affects the consolidation of limited partnerships and their equivalents. All reporting entities that hold a variable interest in other legal entities will be required to reassess their consolidation conclusions and potentially revise their disclosures. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, that this pronouncement will have on our consolidated financial statements. |
NET_INCOME_PER_LIMITED_PARTNER
NET INCOME PER LIMITED PARTNER INTEREST | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||
NET INCOME PER LIMITED PARTNER INTEREST | NET INCOME PER LIMITED 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 holder 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. We allocate any distributions in excess of earnings for the period to our limited partners and general partner 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) (1) | |||||||||||||||||||||
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 | > $0.359375 to $0.431250 | 75% | 25% | ||||||||||||||||||
Over Third Target Distribution | In excess of $0.431250 | 50% | 50% | ||||||||||||||||||
(1) Assumes our general partner maintains a 2% general partner interest in us. | |||||||||||||||||||||
We determined basic and diluted net income (loss) per limited partner unit as set forth in the following tables: | |||||||||||||||||||||
For the three months ended March 31, 2015 | |||||||||||||||||||||
Common | Subordinated | Class A | General | Total | |||||||||||||||||
Units | Units | Units | Partner | ||||||||||||||||||
(in thousands, except per unit amounts) | |||||||||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP (1) | $ | 980 | $ | 1,004 | $ | 16 | $ | 41 | $ | 2,041 | |||||||||||
Less: Distributable earnings (2) | 2,990 | 3,063 | 64 | 125 | 6,242 | ||||||||||||||||
Distributions in excess of earnings | $ | (2,010 | ) | $ | (2,059 | ) | $ | (49 | ) | $ | (84 | ) | $ | (4,201 | ) | ||||||
Weighted average units outstanding (3) | 10,214 | 10,464 | 220 | 427 | 21,324 | ||||||||||||||||
Distributable earnings per unit (4) | $ | 0.29 | $ | 0.29 | $ | 0.29 | |||||||||||||||
Overdistributed earnings per unit (5) | (0.20 | ) | (0.20 | ) | (0.22 | ) | |||||||||||||||
Net income per limited partner unit (basic and diluted) | $ | 0.09 | $ | 0.09 | $ | 0.07 | |||||||||||||||
(1) | Represents earnings allocated to each class of units based on the percentage ownership in the partnership. Calculation of the percentage ownership for earnings per unit uses the actual units outstanding. | ||||||||||||||||||||
(2) | Represents the distributions payable for the period based upon the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $111 thousand distributable to the Phantom Units accounted for as equity pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. | ||||||||||||||||||||
(3) | Represents the weighted average units outstanding during the period. | ||||||||||||||||||||
(4) | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
(5) | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
For the three months ended March 31, 2014 | |||||||||||||||||||||
Common | Subordinated | Class A | General | Total | |||||||||||||||||
Units | Units | Units | Partner | ||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Net loss attributable to general and limited partner interests (1) | $ | (78 | ) | $ | (751 | ) | $ | — | $ | (17 | ) | $ | (846 | ) | |||||||
Less: Income from discontinued operations attributable to general and limited partner interests (1) | 21 | 200 | — | 4 | 225 | ||||||||||||||||
Loss from continuing operations attributable to general and limited partner interests (1) | (99 | ) | (951 | ) | — | (21 | ) | (1,071 | ) | ||||||||||||
Less: Distributable earnings (2) | 314 | 3,008 | — | 68 | 3,390 | ||||||||||||||||
Distributions in excess of earnings | $ | (413 | ) | $ | (3,959 | ) | $ | — | $ | (89 | ) | $ | (4,461 | ) | |||||||
Weighted average units outstanding (3) | 1,094 | 10,464 | — | 427 | |||||||||||||||||
Distributable earnings per unit (4) | $ | 0.29 | $ | 0.29 | $ | — | |||||||||||||||
Overdistributed earnings per unit (5) | (0.38 | ) | (0.38 | ) | — | ||||||||||||||||
Net loss 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) | 0.02 | 0.02 | — | ||||||||||||||||||
Net loss per limited partner unit (basic and diluted) | $ | (0.07 | ) | $ | (0.07 | ) | $ | — | |||||||||||||
(1) | Represents earnings (loss) allocated to each class of units on a retrospective basis using the percentage ownership in the partnership as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the three months ended March 31, 2014 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the three months ended March 31, 2014. | ||||||||||||||||||||
(2) | Represents the distributions that would have been payable for the quarter assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period. | ||||||||||||||||||||
(3) | 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 period. | ||||||||||||||||||||
(4) | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
(5) | 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 | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT | ||||||||
Our property and equipment consist of the following: | |||||||||
31-Mar-15 | 31-Dec-14 | Estimated | |||||||
Useful Lives | |||||||||
(in thousands) | (Years) | ||||||||
Land | $ | 3,016 | $ | 3,279 | N/A | ||||
Trackage and facilities | 73,584 | 78,938 | 20 | ||||||
Equipment | 5,271 | 5,611 | 10-May | ||||||
Furniture | 47 | 51 | 5 | ||||||
Total property and equipment | 81,918 | 87,879 | |||||||
Accumulated depreciation | (5,234 | ) | (4,326 | ) | |||||
Construction in progress | 516 | 506 | |||||||
Property and equipment, net | $ | 77,200 | $ | 84,059 | |||||
The cost of property and equipment classified as “Construction in progress” is excluded from costs being depreciated. These amounts represent property that is not yet ready to be placed into productive service as of the respective balance sheet date. |
DEBT
DEBT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
DEBT | DEBT | |||||||
Credit Agreement | ||||||||
In connection with our IPO, we entered into a five year, $300.0 million senior secured credit agreement (the "Credit Agreement") comprised of a $200.0 million revolving credit facility (the "Revolving Credit Facility") and a $100.0 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 in the maximum amount of credit available under 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 is guaranteed by USDG. The guaranty by USDG includes a covenant that USDG 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 1.0%. 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 our 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 Revolving Credit Facility 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 Agreement. The actual average interest rate on our outstanding indebtedness was 3.80% at March 31, 2015, and 3.87% at December 31, 2014. | ||||||||
Our Credit Agreement 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 certain financial ratios. As of March 31, 2015, we were in compliance with the covenants set forth in our Credit Agreement. | ||||||||
The capacity available to us under the terms of our Credit Agreement was determined as follows: | ||||||||
March 31, 2015 | 31-Dec-14 | |||||||
(in millions) | ||||||||
Aggregate borrowing capacity under Credit Agreement | $ | 300 | $ | 300 | ||||
Less: Term Loan Facility amounts outstanding | 66.9 | 81.4 | ||||||
Revolving Credit Facility amounts outstanding | 6 | — | ||||||
Letters of credit outstanding | — | — | ||||||
Available under Credit Agreement | $ | 227.1 | $ | 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 to $97.8 million after borrowing approximately $67.8 million in April 2014 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 BOK Credit Agreement at LIBOR plus a margin based on USDG’s leverage ratio, as defined in the BOK Credit Agreement. In addition, a fee of 0.50% was charged on the unused portion of the BOK Credit Agreement. | ||||||||
Interest expense for continuing operations was as follows: | ||||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Interest expense on the BOK Credit Agreement | $ | — | $ | 493 | ||||
Interest expense on the Credit Agreement | 833 | — | ||||||
Amortization of deferred financing costs | 159 | 450 | ||||||
Total interest expense | $ | 992 | $ | 943 | ||||
Average interest rate | 3.8 | % | 3.9 | % | ||||
DEFERRED_REVENUE
DEFERRED REVENUE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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. During the three months ended March 31, 2015, we deferred approximately $12.2 million of amounts associated with minimum monthly commitment fees we received as payment from our customers and recognized revenue of $2.6 million for previously deferred amounts collected in prior periods. | ||||||||
Our deferred revenues also include amounts collected from customers of our Fleet services segment, which will be recognized as revenue when earned pursuant to the terms of our contractual arrangements. 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: | ||||||||
March 31, 2015 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Customer prepayments | $ | 3,530 | $ | 3,505 | ||||
Minimum commitment fees | 20,630 | 12,035 | ||||||
Total deferred revenue, current portion | $ | 24,160 | $ | 15,540 | ||||
Customer prepayments | $ | 3,248 | $ | 3,656 | ||||
Total deferred revenue, net of current portion | $ | 3,248 | $ | 3,656 | ||||
TRANSACTIONS_WITH_RELATED_PART
TRANSACTIONS WITH RELATED PARTIES | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
TRANSACTIONS WITH RELATED PARTIES | TRANSACTIONS WITH RELATED PARTIES | |||||||||||
Nature of Relationship with Related Parties | ||||||||||||
USD is engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and other energy and midstream infrastructure assets across North America, 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. Prior to the IPO, USDG held a 98.0% limited partner interest in us and currently retains an aggregate 54.2% limited partner interest. 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, holds a 2.0% general partner interest in us and all of our incentive distribution rights. 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, as well as the application of the proceeds from the IPO. We also completed other transactions in connection with the closing of our IPO pursuant to which USDG 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 $30.0 million of borrowings under the BOK Credit Agreement and (3) distributed $100.0 million to USDG. 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 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 sold land in close proximity to our Hardisty rail terminal on October 15, 2014, to USD Terminals Canada II ULC, a wholly-owned subsidiary of USDG, in exchange for a demand note receivable, denominated in Canadian dollars, of $2.9 million CAD. As a transaction among entities under common control, we did not recognize any gain or loss upon the sale. The note receivable balance was $2.3 million and $2.5 million as of March 31, 2015, and December 31, 2014, respectively. | ||||||||||||
Omnibus Agreement | ||||||||||||
At the closing of our IPO, we entered into an omnibus agreement with USD and USDG, and certain of their subsidiaries including our general partner that provide for the following matters: | ||||||||||||
• | our payment of an annual amount to USDG, initially in the amount of approximately $4.9 million, for providing certain general and administrative services by USDG 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 USDG 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 midstream infrastructure assets and businesses that USD and USDG may construct or acquire in the future; | |||||||||||
• | our obligation to reimburse USDG for any out-of-pocket costs and expenses incurred by USDG 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 USDG on our behalf; | |||||||||||
• | an indemnity by USDG for certain environmental and other liabilities, and our obligation to indemnify USDG 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 USDG is not required to indemnify us; and | |||||||||||
• | so long as USDG controls our general partner, the omnibus agreement will remain in full force and effect. If USDG 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 USDG, in equal monthly installments, the annual amount USDG estimates will be payable by us 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 USDG for any out-of-pocket costs and expenses incurred on our behalf by USDG 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 three months ended March 31, 2015, was $1.2 million and is recorded in "Selling, general and administrative — related party" in our consolidated statement of operations. | ||||||||||||
Assignment of costs | ||||||||||||
During the first quarter of 2015, USDG assumed the obligation to pay a portion of the freight costs associated with the movement of empty railcars related to a customer contract initially entered into in June 2013, prior to the formation of the Partnership. The assumption was effective as of January 1, 2015 and included reimbursement of the Partnership for any amounts paid by the Partnership subsequent to the effective date. As of March 31, 2015, we had a receivable balance of $1.7 million in respect of these costs recorded as “Accounts receivable — related party.” | ||||||||||||
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 entities in which we have a variable interest (the “VIEs”). The managing member of the VIEs is majority-owned by related parties. 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 between us and the VIEs as reflected 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. | ||||||||||||
As of March 31, 2015 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in thousands) | ||||||||||||
Accounts receivable - related party | $ | 546 | $ | — | $ | — | ||||||
Deferred revenue, current portion - related party | — | 924 | — | |||||||||
Deferred revenue, net of current portion - related party | — | 1,924 | — | |||||||||
$ | 546 | $ | 2,848 | $ | — | |||||||
As of December 31, 2014 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in thousands) | ||||||||||||
Accounts receivable - related party | $ | 134 | $ | — | $ | — | ||||||
Deferred revenue, current portion - related party | — | 591 | — | |||||||||
Deferred revenue, net of current portion - related party | — | 1,931 | — | |||||||||
$ | 134 | $ | 2,522 | $ | — | |||||||
Related party sales to the VIEs were $0.6 million and $0.4 million during the three months ended March 31, 2015 and 2014, respectively. These sales are recorded in "Fleet services — related party" in the accompanying consolidated statements of operations. | ||||||||||||
Related Party Revenue and Deferred Revenue | ||||||||||||
We have 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 ceased to be a principal shareholder of USDG in October 2014, and as a result, in 2015, J. Aron is no longer considered to be a related party. The terms and conditions of these agreements are similar to the terms and conditions of third-party agreements at the Hardisty rail terminal. J. Aron has entered into assignment arrangements with third parties in respect to portions of these services and may do so again in the future. | ||||||||||||
Related party sales to J. Aron were $0.2 million for the three months ended March 31, 2014. These sales were recorded in "Freight and other reimbursables — related party" in the accompanying consolidated statements of operations. No outstanding balance was due from J. Aron as of December 31, 2014. | ||||||||||||
The following table presents our related party sales to USD Marketing for the periods indicated. | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2015 | 2014 | |||||||||||
(in thousands) | ||||||||||||
Fleet leases — related party | $ | 1,210 | $ | — | ||||||||
Fleet services — related party | 258 | — | ||||||||||
Freight and other reimbursables — related party | 40 | — | ||||||||||
We received payments totaling $1.8 million from USD Marketing during the three months ended March 31, 2015, in connection with their minimum monthly volume commitments at our Hardisty rail terminal, all of which have been deferred. As of March 31, 2015, and December 31, 2014, the balances recorded as "Deferred revenue, current portion — related party" in our consolidated balance sheets related to USD Marketing were $4.1 million and $2.6 million, respectively. We did not receive similar payments in the three months ended March 31, 2014. | ||||||||||||
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 three months ended March 31, 2014, which is recorded in "Selling, general and administrative — related party" in the consolidated statements of operations, was $0.9 million. | ||||||||||||
Cash Distributions | ||||||||||||
On February 13, 2015, we paid an aggregate cash distribution of $2.8 million to USDG as a holder of our common units and all of our subordinated units and $102 thousand to USD Partners GP LLC for their general partner interest. These amounts are included in "Distributions" in our consolidated statements cash flows. |
COLLABORATIVE_ARRANGEMENTS
COLLABORATIVE ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATIVE ARRANGEMENTS | COLLABORATIVE ARRANGEMENT |
We entered into a facilities connection agreement in 2014 with Gibson under which Gibson developed, constructed and operates a pipeline and related facilities connecting their storage terminal 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 three months ended March 31, 2015 and 2014, we recorded $1.9 million and $0, respectively, as "Pipeline fees" in our consolidated statements of operations. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
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 | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
SEGMENT REPORTING | SEGMENT REPORTING | |||||||||||||||
We manage our business in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges fees to load various grades of crude oil into railcars and transload ethanol from railcars, including related logistics services. Our terminalling services are primarily provided under multi-year, take-or-pay contracts. The Fleet services segment provides customers with access to railcars, as well as railcar-specific services associated with the transportation of crude oil, ethanol and other liquid hydrocarbons under long-term, take-or-pay contracts. | ||||||||||||||||
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 programs, 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 Three Months Ended March 31, 2015 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 8,387 | $ | — | $ | — | $ | 8,387 | ||||||||
Railroad incentives | 9 | — | — | 9 | ||||||||||||
Fleet leases | — | 1,878 | — | 1,878 | ||||||||||||
Fleet leases - related party | — | 1,210 | — | 1,210 | ||||||||||||
Fleet services | — | 156 | — | 156 | ||||||||||||
Fleet services – related party | — | 872 | — | 872 | ||||||||||||
Freight and other reimbursables | — | 956 | — | 956 | ||||||||||||
Freight and other reimbursables - related party | — | 40 | — | 40 | ||||||||||||
Total revenue | 8,396 | 5,112 | — | 13,508 | ||||||||||||
Operating costs | ||||||||||||||||
Subcontracted rail services | 2,227 | — | — | 2,227 | ||||||||||||
Pipeline fees | 1,943 | — | — | 1,943 | ||||||||||||
Fleet leases | — | 3,088 | — | 3,088 | ||||||||||||
Freight and other reimbursables | — | 996 | — | 996 | ||||||||||||
Selling, general and administrative | 1,294 | 259 | 1,843 | 3,396 | ||||||||||||
Depreciation | 1,093 | — | — | 1,093 | ||||||||||||
Total operating costs | 6,557 | 4,343 | 1,843 | 12,743 | ||||||||||||
Operating income (loss) | 1,839 | 769 | (1,843 | ) | 765 | |||||||||||
Interest expense | 602 | — | 390 | 992 | ||||||||||||
Gain associated with derivative instruments | (1,949 | ) | — | — | (1,949 | ) | ||||||||||
Foreign currency transaction loss (gain) | 46 | 23 | (410 | ) | (341 | ) | ||||||||||
Provision for income taxes | 7 | 15 | — | 22 | ||||||||||||
Income (loss) from continuing operations | $ | 3,133 | $ | 731 | $ | (1,823 | ) | $ | 2,041 | |||||||
Capital expenditures | $ | 422 | $ | — | $ | — | $ | 422 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 1,578 | $ | — | $ | — | $ | 1,578 | ||||||||
Fleet leases | — | 2,174 | — | 2,174 | ||||||||||||
Fleet services | — | 101 | — | 101 | ||||||||||||
Fleet services – related party | — | 354 | — | 354 | ||||||||||||
Freight and other reimbursables | — | 1,088 | — | 1,088 | ||||||||||||
Freight and other reimbursables - related party | — | 190 | — | 190 | ||||||||||||
Total revenue | 1,578 | 3,907 | — | 5,485 | ||||||||||||
Operating costs | ||||||||||||||||
Subcontracted rail services | 480 | — | — | 480 | ||||||||||||
Fleet leases | — | 2,174 | — | 2,174 | ||||||||||||
Freight and other reimbursables | — | 1,278 | — | 1,278 | ||||||||||||
Selling, general and administrative | 1,064 | 262 | 93 | 1,419 | ||||||||||||
Depreciation | 126 | — | — | 126 | ||||||||||||
Total operating costs | 1,670 | 3,714 | 93 | 5,477 | ||||||||||||
Operating income (loss) | (92 | ) | 193 | (93 | ) | 8 | ||||||||||
Interest expense | 943 | — | — | 943 | ||||||||||||
Foreign currency transaction loss (gain) | 130 | — | — | 130 | ||||||||||||
Provision for income taxes | 5 | 1 | — | 6 | ||||||||||||
Income (loss) from continuing operations | $ | (1,170 | ) | $ | 192 | $ | (93 | ) | $ | (1,071 | ) | |||||
Capital expenditures | $ | 13,776 | $ | — | $ | — | $ | 13,776 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
The following tables summarize total assets of our reportable segments from continuing operations: | ||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||
(in thousands) | ||||||||||||||||
Terminalling services | $ | 97,865 | $ | 105,093 | ||||||||||||
Fleet services | 11,865 | 7,692 | ||||||||||||||
Corporate | 40,173 | 40,867 | ||||||||||||||
Total assets | $ | 149,903 | $ | 153,652 | ||||||||||||
Segment Adjusted EBITDA | ||||||||||||||||
The following table provides a reconciliation of Adjusted EBITDA to income (loss) from continuing operations: | ||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
(in thousands) | ||||||||||||||||
Adjusted EBITDA | ||||||||||||||||
Terminalling services | $ | 10,656 | $ | 34 | ||||||||||||
Fleet services | 769 | 193 | ||||||||||||||
Corporate activties (1) | (1,116 | ) | (93 | ) | ||||||||||||
Total Adjusted EBITDA | 10,309 | 134 | ||||||||||||||
Add (deduct): | ||||||||||||||||
Interest expense | (992 | ) | (943 | ) | ||||||||||||
Depreciation | (1,093 | ) | (126 | ) | ||||||||||||
Provision for income taxes | (22 | ) | (6 | ) | ||||||||||||
Gain associated with derivative instruments | 1,949 | — | ||||||||||||||
Settlement of derivative contracts | (894 | ) | — | |||||||||||||
Unit based compensation expense | (727 | ) | — | |||||||||||||
Foreign currency transaction gain (loss) (2) | 341 | (130 | ) | |||||||||||||
Deferred revenue associated with minimum commitment fees (3) | (6,830 | ) | — | |||||||||||||
Income (loss) from continuing operations | $ | 2,041 | $ | (1,071 | ) | |||||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
(2) | Represents foreign exchange transactional expenses associated with our Canadian subsidiaries. | |||||||||||||||
(3) | 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: (a) corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) approximately $2.6 million of previously deferred revenue generated in prior periods; and (c) approximately $0.7 million of previously prepaid Gibson pipeline fees. Refer to additional discussion of these items in Notes 6 and 8 of our consolidated financial statements. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
INCOME TAXES | INCOME TAXES | |||||||
As of March 31, 2015, and December 31, 2014, 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 be passed down to 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 March 31, 2015, and December 31, 2014, neither we nor our Canadian operations were 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 periods presented includes franchise taxes and taxes on USD Rail LP and our Canadian operations. For the three months ended March 31, 2015 and 2014, our provision for U.S. income taxes consisted of current expense for state franchise and foreign minimum taxes of $22 thousand and $6 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 was approximately $1.9 million and $0.7 million as of March 31, 2015, and December 31, 2014, respectively, and will start expiring in 2034. The Canadian loss carryover was approximately $6.5 million and $8.5 million as of March 31, 2015, and December 31, 2014, respectively, and will start expiring in 2033. We did not have any unrecognized tax benefits or any tax reserves for uncertain tax positions as of March 31, 2015, and December 31, 2014. | ||||||||
Our deferred income taxes reflect the tax effect of differences between the carrying amounts of our assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Major components of deferred income tax assets associated with our continuing operations are as follows: | ||||||||
March 31, 2015 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Deferred income tax assets | ||||||||
Deferred revenues | $ | 1,751 | $ | 1,939 | ||||
Property and equipment | 846 | — | ||||||
Capital and operating loss carryovers | 640 | 1,496 | ||||||
3,237 | 3,435 | |||||||
Deferred income tax liabilities | ||||||||
Valuation allowance | 2,145 | 1,391 | ||||||
Prepaid expense | 1,092 | 1,098 | ||||||
Property and equipment | — | 946 | ||||||
3,237 | 3,435 | |||||||
Net deferred income tax asset | $ | — | $ | — | ||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |
Mar. 31, 2015 | ||
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASURMENTS | |
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 our 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 facilities as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and, with respect to our credit facilities, 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_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||||||||||||||||||||
Our net income and cash flows are subject to volatility caused by 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 March 31, 2015, and December 31, 2014, 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 | |||||||||||||||||||||||||||
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 expire at various dates through 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 three months ended March 31, 2015, we recognized gains of $1.9 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 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, and record in "Prepaid expenses and other current assets" in our consolidated balance sheets. The following table presents summarized information about the fair values of our outstanding foreign currency contracts: | |||||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||
Notional (CAD) | Strike Price (1) | Market Price (1) | Asset | Liability | Asset | Liability | |||||||||||||||||||||
Portion of option contracts maturing in 2015 | |||||||||||||||||||||||||||
Puts (purchased) | $ | 22,391,900 | 0.91 | 0.788 | $ | 2,715 | $ | — | $ | 1,660 | $ | — | |||||||||||||||
Calls (written) | $ | 22,391,900 | 0.93 | 0.788 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
(1) Strike and market price is denoted in CAD/USD. |
UNIT_BASED_COMPENSATION
UNIT BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
UNIT BASED COMPENSATION | UNIT BASED COMPENSATION |
Class A units | |
As of March 31, 2015, we had 220,000 non-voting Class A units outstanding which were granted to certain executive officers and other key employees in connection with our IPO. None of the Class A units are vested as of March 31, 2015. We have not modified any of the key assumptions underlying our estimate of fair value of the Class A units. We recognized approximately $551 thousand as compensation expense for the three months ended March 31, 2015, related to the Class A units granted, which cost is included in “Selling, general and administrative” in our consolidated statements of operations. | |
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, which we refer to as the "LTIP." The Phantom Units are subject to all of the terms and conditions of the LTIP and the Phantom Unit award agreements, which are referred to as the "Award Agreements." Phantom Unit awards generally represent rights to receive our common units, or with respect to the awards granted to our Canadian directors and employees, 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 ("DER"), 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 generally contemplate that the 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 a significant majority of the 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 $17.00 per common unit. | |
The fair value of each Phantom Unit on the grant date is equal to the market price of our common units on the grant date. We account for the Phantom Unit grants to independent directors and employees of our general partner domiciled in Canada that are paid out in cash upon vesting, throughout the requisite vesting period, by revaluing the unvested Phantom Units outstanding at each reporting period and recording a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of operations and recognizing a liability in "Accounts payable and accrued expenses" in our consolidated balance sheets. With respect to the Phantom Units granted to employees of our general partner domiciled in the United States, we amortize the initial grant date fair value over the requisite service period using the straight line method with a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of operations, with an offset to common units within the Partners' Capital section of our consolidated balance sheet. With respect to the Phantom Units granted to independent directors of our general partner domiciled in the United States, throughout the requisite vesting period we revalue the unvested Phantom Units outstanding at each reporting period and record a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of operations, with an offset to common units within the Partners' Capital section of our consolidated balance sheet. For the three months ended March 31, 2015, we recognized approximately $176 thousand as compensation expense related to the Phantom Units granted. As of March 31, 2015, the unrecognized compensation expense related to Phantom Units was $5.2 million |
SUPPLEMENTAL_CASH_FLOW_INFORMA
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION | |||||||
The following table provides supplemental cash flow information: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Cash paid for income taxes | $ | 15 | $ | 5 | ||||
Cash paid for interest | $ | 1,014 | $ | 446 | ||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS | |||||||
Continuing Cash Flows from Discontinued Operations | ||||||||
On December 12, 2012, USDG sold all of its membership interests in five of its subsidiaries included in our Terminalling services segment to a large energy transportation, terminalling and pipeline company, which we refer to as the "Acquirer." In conjunction with this 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 this sale, USDS assigned or terminated any obligations it had in relation to its operations but continued 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 following table shows the results from our Discontinued Operations: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Revenues and other income | $ | — | $ | 226 | ||||
Income before provision for income taxes | — | 226 | ||||||
Provision for income taxes | — | 1 | ||||||
Net income | $ | — | $ | 225 | ||||
In the three months ended March 31, 2014, we received approximately $29.5 million that was held in escrow related to the sale. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
Distribution to Partners | |
On April 28, 2015, the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a cash distribution payable of $0.2875 per unit for the three months ended March 31, 2015. The distribution will be paid on May 15, 2015 to unitholders of record on May 11, 2015. The cash distribution represents our targeted minimum quarterly distribution of $0.28750 per unit, or $1.15 per unit on an annualized basis, for the period from January 1, 2015 through March 31, 2015. The distribution will include payment of $2.6 million to our public common unitholders, $63,250 to the Class A unitholders, an aggregate of $3.3 million to USDG as the holders of common units and our subordinated units and $122,786 to USD Partners GP LLC for their general partner interest. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
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 into during 2014 with Gibson Energy Partnership (“Gibson”). The collaborative arrangement is further discussed in Note 8. Collaborative Arrangement. | |
Accounts Receivable | Accounts Receivable |
Accounts receivable are derived from amounts we have billed to 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, as well as other pertinent factors. Accounts are written-off against the allowance when significantly past due and deemed uncollectible by management. | |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted |
EPU Calculations for MLPs | |
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-06, which amends the FASB Accounting Standards Codification section 260 as it relates to the application of the two-class method of computing earnings per share by master limited partnerships. The guidance specifically requires that earnings or losses of a transferred business prior to the date of a dropdown transaction be allocated entirely to the general partner in computing earnings per unit and provide qualitative disclosures about how the rights to the earnings or losses before and after the dropdown differ for purposes of computing earnings per unit. This pronouncement is effective for fiscal years beginning after December 15, 2015 and should be applied retrospectively for all financial statements presented, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. | |
Interest - Imputation of Interest | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03 which simplifies the presentation of debt issuance costs. Under the new standard, debt issuance costs will be presented as a reduction of the carrying amount of the related liability, rather than as an asset. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. Applicable disclosures for a change in accounting principle are required in the year of adoption. We do not expect that the adoption of this pronouncement will have a material impact on our consolidated financial statements. | |
Consolidation | |
In February 2015, the FASB issued Accounting Standards Update No. 2015-02 which changes the consolidation analysis for all reporting entities, but primarily affects the consolidation of limited partnerships and their equivalents. All reporting entities that hold a variable interest in other legal entities will be required to reassess their consolidation conclusions and potentially revise their disclosures. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, that this pronouncement will have on our consolidated financial statements. |
NET_INCOME_PER_LIMITED_PARTNER1
NET INCOME PER LIMITED PARTNER INTEREST (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
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) (1) | |||||||||||||||||||||
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 | > $0.359375 to $0.431250 | 75% | 25% | ||||||||||||||||||
Over Third Target Distribution | In excess of $0.431250 | 50% | 50% | ||||||||||||||||||
(1) Assumes our general partner maintains a 2% general partner interest in us. | |||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | We determined basic and diluted net income (loss) per limited partner unit as set forth in the following tables: | ||||||||||||||||||||
For the three months ended March 31, 2015 | |||||||||||||||||||||
Common | Subordinated | Class A | General | Total | |||||||||||||||||
Units | Units | Units | Partner | ||||||||||||||||||
(in thousands, except per unit amounts) | |||||||||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP (1) | $ | 980 | $ | 1,004 | $ | 16 | $ | 41 | $ | 2,041 | |||||||||||
Less: Distributable earnings (2) | 2,990 | 3,063 | 64 | 125 | 6,242 | ||||||||||||||||
Distributions in excess of earnings | $ | (2,010 | ) | $ | (2,059 | ) | $ | (49 | ) | $ | (84 | ) | $ | (4,201 | ) | ||||||
Weighted average units outstanding (3) | 10,214 | 10,464 | 220 | 427 | 21,324 | ||||||||||||||||
Distributable earnings per unit (4) | $ | 0.29 | $ | 0.29 | $ | 0.29 | |||||||||||||||
Overdistributed earnings per unit (5) | (0.20 | ) | (0.20 | ) | (0.22 | ) | |||||||||||||||
Net income per limited partner unit (basic and diluted) | $ | 0.09 | $ | 0.09 | $ | 0.07 | |||||||||||||||
(1) | Represents earnings allocated to each class of units based on the percentage ownership in the partnership. Calculation of the percentage ownership for earnings per unit uses the actual units outstanding. | ||||||||||||||||||||
(2) | Represents the distributions payable for the period based upon the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $111 thousand distributable to the Phantom Units accounted for as equity pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. | ||||||||||||||||||||
(3) | Represents the weighted average units outstanding during the period. | ||||||||||||||||||||
(4) | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
(5) | Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
For the three months ended March 31, 2014 | |||||||||||||||||||||
Common | Subordinated | Class A | General | Total | |||||||||||||||||
Units | Units | Units | Partner | ||||||||||||||||||
(in thousands, except unit and per unit amounts) | |||||||||||||||||||||
Net loss attributable to general and limited partner interests (1) | $ | (78 | ) | $ | (751 | ) | $ | — | $ | (17 | ) | $ | (846 | ) | |||||||
Less: Income from discontinued operations attributable to general and limited partner interests (1) | 21 | 200 | — | 4 | 225 | ||||||||||||||||
Loss from continuing operations attributable to general and limited partner interests (1) | (99 | ) | (951 | ) | — | (21 | ) | (1,071 | ) | ||||||||||||
Less: Distributable earnings (2) | 314 | 3,008 | — | 68 | 3,390 | ||||||||||||||||
Distributions in excess of earnings | $ | (413 | ) | $ | (3,959 | ) | $ | — | $ | (89 | ) | $ | (4,461 | ) | |||||||
Weighted average units outstanding (3) | 1,094 | 10,464 | — | 427 | |||||||||||||||||
Distributable earnings per unit (4) | $ | 0.29 | $ | 0.29 | $ | — | |||||||||||||||
Overdistributed earnings per unit (5) | (0.38 | ) | (0.38 | ) | — | ||||||||||||||||
Net loss 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) | 0.02 | 0.02 | — | ||||||||||||||||||
Net loss per limited partner unit (basic and diluted) | $ | (0.07 | ) | $ | (0.07 | ) | $ | — | |||||||||||||
(1) | Represents earnings (loss) allocated to each class of units on a retrospective basis using the percentage ownership in the partnership as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the three months ended March 31, 2014 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the three months ended March 31, 2014. | ||||||||||||||||||||
(2) | Represents the distributions that would have been payable for the quarter assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period. | ||||||||||||||||||||
(3) | 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 period. | ||||||||||||||||||||
(4) | Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. | ||||||||||||||||||||
(5) | 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) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Our property and equipment consist of the following: | ||||||||
31-Mar-15 | 31-Dec-14 | Estimated | |||||||
Useful Lives | |||||||||
(in thousands) | (Years) | ||||||||
Land | $ | 3,016 | $ | 3,279 | N/A | ||||
Trackage and facilities | 73,584 | 78,938 | 20 | ||||||
Equipment | 5,271 | 5,611 | 10-May | ||||||
Furniture | 47 | 51 | 5 | ||||||
Total property and equipment | 81,918 | 87,879 | |||||||
Accumulated depreciation | (5,234 | ) | (4,326 | ) | |||||
Construction in progress | 516 | 506 | |||||||
Property and equipment, net | $ | 77,200 | $ | 84,059 | |||||
DEBT_Tables
DEBT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Line of Credit Facilities | The capacity available to us under the terms of our Credit Agreement was determined as follows: | |||||||
March 31, 2015 | 31-Dec-14 | |||||||
(in millions) | ||||||||
Aggregate borrowing capacity under Credit Agreement | $ | 300 | $ | 300 | ||||
Less: Term Loan Facility amounts outstanding | 66.9 | 81.4 | ||||||
Revolving Credit Facility amounts outstanding | 6 | — | ||||||
Letters of credit outstanding | — | — | ||||||
Available under Credit Agreement | $ | 227.1 | $ | 218.6 | ||||
Schedule of Interest Expense, Net | Interest expense for continuing operations was as follows: | |||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Interest expense on the BOK Credit Agreement | $ | — | $ | 493 | ||||
Interest expense on the Credit Agreement | 833 | — | ||||||
Amortization of deferred financing costs | 159 | 450 | ||||||
Total interest expense | $ | 992 | $ | 943 | ||||
Average interest rate | 3.8 | % | 3.9 | % | ||||
DEFERRED_REVENUE_Tables
DEFERRED REVENUE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Revenue Disclosure [Abstract] | ||||||||
Summary of Deferred Revenue, Current Portion | The following table provides a detail of deferred revenue as reflected in our consolidated balance sheets: | |||||||
March 31, 2015 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Customer prepayments | $ | 3,530 | $ | 3,505 | ||||
Minimum commitment fees | 20,630 | 12,035 | ||||||
Total deferred revenue, current portion | $ | 24,160 | $ | 15,540 | ||||
Customer prepayments | $ | 3,248 | $ | 3,656 | ||||
Total deferred revenue, net of current portion | $ | 3,248 | $ | 3,656 | ||||
TRANSACTIONS_WITH_RELATED_PART1
TRANSACTIONS WITH RELATED PARTIES (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Related Party Transactions [Abstract] | ||||||||||||
Schedule of Variable Interest Entities | The following table summarizes the total assets and liabilities between us and the VIEs as reflected 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. | |||||||||||
As of March 31, 2015 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in thousands) | ||||||||||||
Accounts receivable - related party | $ | 546 | $ | — | $ | — | ||||||
Deferred revenue, current portion - related party | — | 924 | — | |||||||||
Deferred revenue, net of current portion - related party | — | 1,924 | — | |||||||||
$ | 546 | $ | 2,848 | $ | — | |||||||
As of December 31, 2014 | ||||||||||||
Total assets | Total liabilities | Maximum exposure to loss | ||||||||||
(in thousands) | ||||||||||||
Accounts receivable - related party | $ | 134 | $ | — | $ | — | ||||||
Deferred revenue, current portion - related party | — | 591 | — | |||||||||
Deferred revenue, net of current portion - related party | — | 1,931 | — | |||||||||
$ | 134 | $ | 2,522 | $ | — | |||||||
Schedule of Deferred Revenue, Current Portion - Related Party | The following table presents our related party sales to USD Marketing for the periods indicated. | |||||||||||
Three Months Ended March 31, | ||||||||||||
2015 | 2014 | |||||||||||
(in thousands) | ||||||||||||
Fleet leases — related party | $ | 1,210 | $ | — | ||||||||
Fleet services — related party | 258 | — | ||||||||||
Freight and other reimbursables — related party | 40 | — | ||||||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 Three Months Ended March 31, 2015 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 8,387 | $ | — | $ | — | $ | 8,387 | ||||||||
Railroad incentives | 9 | — | — | 9 | ||||||||||||
Fleet leases | — | 1,878 | — | 1,878 | ||||||||||||
Fleet leases - related party | — | 1,210 | — | 1,210 | ||||||||||||
Fleet services | — | 156 | — | 156 | ||||||||||||
Fleet services – related party | — | 872 | — | 872 | ||||||||||||
Freight and other reimbursables | — | 956 | — | 956 | ||||||||||||
Freight and other reimbursables - related party | — | 40 | — | 40 | ||||||||||||
Total revenue | 8,396 | 5,112 | — | 13,508 | ||||||||||||
Operating costs | ||||||||||||||||
Subcontracted rail services | 2,227 | — | — | 2,227 | ||||||||||||
Pipeline fees | 1,943 | — | — | 1,943 | ||||||||||||
Fleet leases | — | 3,088 | — | 3,088 | ||||||||||||
Freight and other reimbursables | — | 996 | — | 996 | ||||||||||||
Selling, general and administrative | 1,294 | 259 | 1,843 | 3,396 | ||||||||||||
Depreciation | 1,093 | — | — | 1,093 | ||||||||||||
Total operating costs | 6,557 | 4,343 | 1,843 | 12,743 | ||||||||||||
Operating income (loss) | 1,839 | 769 | (1,843 | ) | 765 | |||||||||||
Interest expense | 602 | — | 390 | 992 | ||||||||||||
Gain associated with derivative instruments | (1,949 | ) | — | — | (1,949 | ) | ||||||||||
Foreign currency transaction loss (gain) | 46 | 23 | (410 | ) | (341 | ) | ||||||||||
Provision for income taxes | 7 | 15 | — | 22 | ||||||||||||
Income (loss) from continuing operations | $ | 3,133 | $ | 731 | $ | (1,823 | ) | $ | 2,041 | |||||||
Capital expenditures | $ | 422 | $ | — | $ | — | $ | 422 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||||
Terminalling | Fleet | Corporate (1) | Total | |||||||||||||
services | services | |||||||||||||||
(in thousands) | ||||||||||||||||
Revenues | ||||||||||||||||
Terminalling services | $ | 1,578 | $ | — | $ | — | $ | 1,578 | ||||||||
Fleet leases | — | 2,174 | — | 2,174 | ||||||||||||
Fleet services | — | 101 | — | 101 | ||||||||||||
Fleet services – related party | — | 354 | — | 354 | ||||||||||||
Freight and other reimbursables | — | 1,088 | — | 1,088 | ||||||||||||
Freight and other reimbursables - related party | — | 190 | — | 190 | ||||||||||||
Total revenue | 1,578 | 3,907 | — | 5,485 | ||||||||||||
Operating costs | ||||||||||||||||
Subcontracted rail services | 480 | — | — | 480 | ||||||||||||
Fleet leases | — | 2,174 | — | 2,174 | ||||||||||||
Freight and other reimbursables | — | 1,278 | — | 1,278 | ||||||||||||
Selling, general and administrative | 1,064 | 262 | 93 | 1,419 | ||||||||||||
Depreciation | 126 | — | — | 126 | ||||||||||||
Total operating costs | 1,670 | 3,714 | 93 | 5,477 | ||||||||||||
Operating income (loss) | (92 | ) | 193 | (93 | ) | 8 | ||||||||||
Interest expense | 943 | — | — | 943 | ||||||||||||
Foreign currency transaction loss (gain) | 130 | — | — | 130 | ||||||||||||
Provision for income taxes | 5 | 1 | — | 6 | ||||||||||||
Income (loss) from continuing operations | $ | (1,170 | ) | $ | 192 | $ | (93 | ) | $ | (1,071 | ) | |||||
Capital expenditures | $ | 13,776 | $ | — | $ | — | $ | 13,776 | ||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
Summary of Predecessor's Total Assets by Segment from Continuing Operations | The following tables summarize total assets of our reportable segments from continuing operations: | |||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||
(in thousands) | ||||||||||||||||
Terminalling services | $ | 97,865 | $ | 105,093 | ||||||||||||
Fleet services | 11,865 | 7,692 | ||||||||||||||
Corporate | 40,173 | 40,867 | ||||||||||||||
Total assets | $ | 149,903 | $ | 153,652 | ||||||||||||
Reconciliation of Adjusted EBITDA to Loss from Continuing Operations | Segment Adjusted EBITDA | |||||||||||||||
The following table provides a reconciliation of Adjusted EBITDA to income (loss) from continuing operations: | ||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
(in thousands) | ||||||||||||||||
Adjusted EBITDA | ||||||||||||||||
Terminalling services | $ | 10,656 | $ | 34 | ||||||||||||
Fleet services | 769 | 193 | ||||||||||||||
Corporate activties (1) | (1,116 | ) | (93 | ) | ||||||||||||
Total Adjusted EBITDA | 10,309 | 134 | ||||||||||||||
Add (deduct): | ||||||||||||||||
Interest expense | (992 | ) | (943 | ) | ||||||||||||
Depreciation | (1,093 | ) | (126 | ) | ||||||||||||
Provision for income taxes | (22 | ) | (6 | ) | ||||||||||||
Gain associated with derivative instruments | 1,949 | — | ||||||||||||||
Settlement of derivative contracts | (894 | ) | — | |||||||||||||
Unit based compensation expense | (727 | ) | — | |||||||||||||
Foreign currency transaction gain (loss) (2) | 341 | (130 | ) | |||||||||||||
Deferred revenue associated with minimum commitment fees (3) | (6,830 | ) | — | |||||||||||||
Income (loss) from continuing operations | $ | 2,041 | $ | (1,071 | ) | |||||||||||
(1) | Corporate activities represents corporate and financing activities that are not allocated to the established reporting segments. | |||||||||||||||
(2) | Represents foreign exchange transactional expenses associated with our Canadian subsidiaries. | |||||||||||||||
(3) | 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: (a) corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) approximately $2.6 million of previously deferred revenue generated in prior periods; and (c) approximately $0.7 million of previously prepaid Gibson pipeline fees. |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred income tax assets associated with our continuing operations are as follows: | |||||||
March 31, 2015 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Deferred income tax assets | ||||||||
Deferred revenues | $ | 1,751 | $ | 1,939 | ||||
Property and equipment | 846 | — | ||||||
Capital and operating loss carryovers | 640 | 1,496 | ||||||
3,237 | 3,435 | |||||||
Deferred income tax liabilities | ||||||||
Valuation allowance | 2,145 | 1,391 | ||||||
Prepaid expense | 1,092 | 1,098 | ||||||
Property and equipment | — | 946 | ||||||
3,237 | 3,435 | |||||||
Net deferred income tax asset | $ | — | $ | — | ||||
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||
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: | ||||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||
Notional (CAD) | Strike Price (1) | Market Price (1) | Asset | Liability | Asset | Liability | |||||||||||||||||||||
Portion of option contracts maturing in 2015 | |||||||||||||||||||||||||||
Puts (purchased) | $ | 22,391,900 | 0.91 | 0.788 | $ | 2,715 | $ | — | $ | 1,660 | $ | — | |||||||||||||||
Calls (written) | $ | 22,391,900 | 0.93 | 0.788 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
(1) Strike and market price is denoted in CAD/USD. |
SUPPLEMENTAL_CASH_FLOW_INFORMA1
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||
Schedule of Supplemental Cash Flow Disclosures | The following table provides supplemental cash flow information: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Cash paid for income taxes | $ | 15 | $ | 5 | ||||
Cash paid for interest | $ | 1,014 | $ | 446 | ||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Summary of Operating Results from Discontinued Operations | The following table shows the results from our Discontinued Operations: | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Revenues and other income | $ | — | $ | 226 | ||||
Income before provision for income taxes | — | 226 | ||||||
Provision for income taxes | — | 1 | ||||||
Net income | $ | — | $ | 225 | ||||
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) (USD $) | 0 Months Ended | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Oct. 15, 2014 | Oct. 14, 2014 |
Partnership Organization And Basis Of Presentation [Line Items] | ||
Proceeds from initial public offering | 145 | |
IPO [Member] | ||
Partnership Organization And Basis Of Presentation [Line Items] | ||
Common units issued | 9,120,000 | |
Limited Partner [Member] | USD Group LLC [Member] | ||
Partnership Organization And Basis Of Presentation [Line Items] | ||
Limited partner interest, percentage | 42.80% | 98.00% |
Limited Partner [Member] | USDG [Member] | ||
Partnership Organization And Basis Of Presentation [Line Items] | ||
Limited partner interest, percentage | 54.20% |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ||
Restricted cash balance | $4,833 | $6,490 |
Allowance for doubtful accounts | $23 | $24 |
NET_INCOME_PER_LIMITED_PARTNER2
NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Distribution Method to Limited and General Partners (Details) (USD $) | 3 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
USD Partners GP LLC [Member] | General Partner [Member] | ||
Distribution Targets For General Partners and Limited Partners [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 2.00% | |
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 INTEREST - Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Limited Partners' Capital Account [Line Items] | ||||
Net income (loss) | $2,041 | ($846) | ||
Less: Income from discontinued operations attributable to general and limited partner interests | 0 | 225 | ||
Loss from continuing operations attributable to general and limited partner interests | 2,041 | -1,071 | ||
Less: Distributable earnings | 6,242 | 3,390 | ||
Distributions in excess of earnings | 4,201 | 4,461 | ||
Weighted average common units outstanding | 21,324,173 | |||
Targeted quarterly distribution amount (USD per share) | $0.29 | $0.29 | ||
Targeted annual distribution amount (USD per share) | $1.15 | $1.15 | ||
Phantom Share Units (PSUs) [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Partners' capital account, distributions, phantom units | 111 | |||
Common Units [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Weighted average common units outstanding | 10,214,000 | 1,094,000 | ||
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share) | $0.09 | ($0.09) | ||
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share) | $0 | $0.02 | ||
Net income (loss) per subordinated unit (basic and diluted) | $0.09 | ($0.07) | ||
Subordinated Units [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Weighted average common units outstanding | 10,464,000 | 10,464,000 | ||
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share) | $0.09 | ($0.09) | ||
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share) | $0 | $0.02 | ||
Net income (loss) per subordinated unit (basic and diluted) | $0.09 | ($0.07) | ||
Limited Partner [Member] | Common Units [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Net income (loss) | 980 | -78 | ||
Less: Income from discontinued operations attributable to general and limited partner interests | 21 | |||
Loss from continuing operations attributable to general and limited partner interests | -99 | |||
Less: Distributable earnings | 2,990 | 314 | ||
Distributions in excess of earnings | 2,010 | 413 | ||
Weighted average common units outstanding | 10,213,545 | 1,093,545 | ||
Distributable earnings per unit | $0.29 | $0.29 | ||
Overdistributed earnings per unit | ($0.20) | ($0.38) | ||
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share) | $0.09 | ($0.09) | ||
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share) | $0.02 | |||
Net income (loss) per subordinated unit (basic and diluted) | ($0.07) | |||
Limited Partner [Member] | Subordinated Units [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Net income (loss) | 1,004 | -751 | ||
Less: Income from discontinued operations attributable to general and limited partner interests | 200 | |||
Loss from continuing operations attributable to general and limited partner interests | -951 | |||
Less: Distributable earnings | 3,063 | 3,008 | ||
Distributions in excess of earnings | 2,059 | 3,959 | ||
Weighted average common units outstanding | 10,463,545 | 10,463,545 | ||
Distributable earnings per unit | $0.29 | $0.29 | ||
Overdistributed earnings per unit | ($0.20) | ($0.38) | ||
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share) | $0.09 | ($0.09) | ||
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share) | $0.02 | |||
Net income (loss) per subordinated unit (basic and diluted) | ($0.07) | |||
Limited Partner [Member] | Class A Units [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Net income (loss) | 16 | 0 | ||
Less: Income from discontinued operations attributable to general and limited partner interests | 0 | |||
Loss from continuing operations attributable to general and limited partner interests | 0 | |||
Less: Distributable earnings | 64 | 0 | ||
Distributions in excess of earnings | 49 | 0 | ||
Weighted average common units outstanding | 220,000 | 0 | ||
Distributable earnings per unit | $0.29 | $0 | ||
Overdistributed earnings per unit | ($0.22) | $0 | ||
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share) | $0.07 | $0 | ||
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share) | $0 | |||
Net income (loss) per subordinated unit (basic and diluted) | $0 | |||
General Partner [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Net income (loss) | 41 | -17 | ||
Less: Income from discontinued operations attributable to general and limited partner interests | 4 | |||
Loss from continuing operations attributable to general and limited partner interests | -21 | |||
Less: Distributable earnings | 125 | 68 | ||
Distributions in excess of earnings | $84 | $89 | ||
Weighted average common units outstanding | 427,083 | 427,083 |
PROPERTY_AND_EQUIPMENT_Schedul
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $81,918 | $87,879 |
Accumulated depreciation | -5,234 | -4,326 |
Construction in progress | 516 | 506 |
Property and equipment, net | 77,200 | 84,059 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,016 | 3,279 |
Trackage and Facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 73,584 | 78,938 |
Property plant and equipment, useful life | 20 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,271 | 5,611 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 5 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 10 years | |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $47 | $51 |
Property plant and equipment, useful life | 5 years |
DEBT_Narrative_Details
DEBT - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
Oct. 15, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | Nov. 30, 2008 | |
Credit Facility [Member] | Secured Debt [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Term of agreement | 5 years | |||||
Maximum borrowing capacity | $300,000,000 | |||||
Credit Facility [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 200,000,000 | |||||
Line of credit facility, pay-down feature, higher borrowing capacity option | 300,000,000 | |||||
Line of credit facility, accordion feature, increase limit | 100,000,000 | |||||
Line of credit facility, accordion feature, higher borrowing capacity option | 400,000,000 | |||||
Debt instrument, interest rate during the period | 3.80% | 3.87% | ||||
Amount outstanding under the credit facility | 6,000,000 | 0 | ||||
Credit Facility [Member] | Secured Debt [Member] | Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 100,000,000 | |||||
Line of credit facility, covenant noncompliance, increase interest rate | 1.00% | |||||
Credit Facility [Member] | Secured Debt [Member] | Standby Letters of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 20,000,000 | |||||
Credit Facility [Member] | Secured Debt [Member] | Swingline Sub-facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 20,000,000 | |||||
BOK Credit Agreement [Member] | Revolving Credit Facility [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 lines of credit | $67,800,000 | |||||
Revolving credit facility, unused portion, fee percentage | 0.50% | |||||
Minimum [Member] | Credit Facility [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, commitment fee, percentage | 0.38% | |||||
Maximum [Member] | Credit Facility [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, commitment fee, percentage | 0.50% | |||||
Scenario 1 [Member] | Minimum [Member] | Base Rate [Member] | Credit Facility [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 1.25% | |||||
Scenario 1 [Member] | Minimum [Member] | Base Rate [Member] | Credit Facility [Member] | Secured Debt [Member] | Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 1.35% | |||||
Scenario 1 [Member] | Maximum [Member] | Base Rate [Member] | Credit Facility [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 2.25% | |||||
Scenario 1 [Member] | Maximum [Member] | Base Rate [Member] | Credit Facility [Member] | Secured Debt [Member] | Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 2.35% | |||||
Scenario 3 [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Facility [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 2.25% | |||||
Scenario 3 [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Facility [Member] | Secured Debt [Member] | Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 2.35% | |||||
Scenario 3 [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Facility [Member] | Secured Debt [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 3.25% | |||||
Scenario 3 [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Facility [Member] | Secured Debt [Member] | Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread of variable rate | 3.35% |
DEBT_Schedule_of_Line_of_Credi
DEBT - Schedule of Line of Credit Facilities (Details) (Secured Debt [Member], Credit Agreement [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 15, 2014 |
Line of Credit Facility [Line Items] | |||
Aggregate borrowing capacity under Credit Agreement | $300,000,000 | ||
Secured Debt [Member] | |||
Line of Credit Facility [Line Items] | |||
Aggregate borrowing capacity under Credit Agreement | 300,000,000 | 300,000,000 | |
Term Loan Facility amounts outstanding | 66,900,000 | 81,400,000 | |
Available under Credit Agreement | 227,100,000 | 218,600,000 | |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Aggregate borrowing capacity under Credit Agreement | 200,000,000 | ||
Term Loan Facility amounts outstanding | 6,000,000 | 0 | |
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Term Loan Facility amounts outstanding | $0 | $0 |
Schedule_of_Interest_Expense_N
- Schedule of Interest Expense, Net (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Amortization of deferred financing costs | $159 | $450 |
Total interest expense | 992 | 943 |
Average interest rate | 3.80% | 3.90% |
BOK Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest expense | 0 | 493 |
Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest expense | $833 | $0 |
DEFERRED_REVENUE_Summary_of_De
DEFERRED REVENUE - Summary of Deferred Revenue, Current Portion (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $12,200,000 | |
Recognized prior period deferred revenue | 2,600,000 | |
Total deferred revenue, current portion | 24,160,000 | 15,540,000 |
Total deferred revenue, net of current portion | 3,248,000 | 3,656,000 |
Customer Prepayments [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | 3,530,000 | 3,505,000 |
Total deferred revenue, net of current portion | 3,248,000 | 3,656,000 |
Minimum Commitment Fees [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | $20,630,000 | $12,035,000 |
TRANSACTIONS_WITH_RELATED_PART2
TRANSACTIONS WITH RELATED PARTIES - Narrative (Details) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Oct. 15, 2014 | Oct. 14, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Oct. 15, 2014 | Feb. 13, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 13, 2015 | Oct. 15, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
USD ($) | USD ($) | USD ($) | Affiliated Entity [Member] | Affiliated Entity [Member] | USD Group LLC [Member] | USD Group LLC [Member] | USD Partners GP LLC [Member] | Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | IPO [Member] | IPO [Member] | IPO [Member] | IPO [Member] | IPO [Member] | USDG [Member] | USDG [Member] | USD Marketing [Member] | USD Marketing [Member] | USD Marketing [Member] | J. Aron [Member] | USD Group LLC [Member] | USD Group LLC [Member] | USD Group LLC [Member] | Variable Interest Entity, Not Primary Beneficiary [Member] | Variable Interest Entity, Not Primary Beneficiary [Member] | |
USD ($) | USD ($) | Limited Partner [Member] | Limited Partner [Member] | General Partner [Member] | USD ($) | Subsidiary of Common Parent [Member] | USD Partners GP LLC [Member] | Common Units [Member] | Subordinated Units [Member] | USD ($) | Limited Partner [Member] | USD ($) | USD ($) | Minimum Commitment Fees [Member] | Affiliated Entity [Member] | USD ($) | Omnibus Agreement [Member] | Omnibus Agreement [Member] | USD ($) | USD ($) | ||||||||
CAD | General Partner [Member] | USD Group LLC [Member] | USD Group LLC [Member] | USD ($) | Affiliated Entity [Member] | USD ($) | Limited Partner [Member] | Limited Partner [Member] | ||||||||||||||||||||
Limited Partner [Member] | Limited Partner [Member] | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||
Limited partner interest, percentage | 42.80% | 98.00% | ||||||||||||||||||||||||||
General partner interest | 2.00% | |||||||||||||||||||||||||||
Limited partners' capital account, units issued | 10,213,545,000 | 10,213,545,000 | 10,463,545,000 | 10,463,545,000 | 1,093,545 | 10,463,545 | ||||||||||||||||||||||
Assumed debt | $30,000,000 | |||||||||||||||||||||||||||
Borrowings under term loan facility | 100,000,000 | |||||||||||||||||||||||||||
Number of general partner units issued | 427,083,000 | 427,083,000 | 427,083 | |||||||||||||||||||||||||
Notes receivable, related parties | 2,900,000 | |||||||||||||||||||||||||||
Current notes receivable from related parties | 2,300,000 | 2,500,000 | ||||||||||||||||||||||||||
Selling, general and administrative expenses from transactions with related party | 900,000 | 4,900,000 | ||||||||||||||||||||||||||
Executive management costs included in selling, general and administrative expenses from transactions with related party | 2,500,000 | |||||||||||||||||||||||||||
Selling, general and administrative costs | 2,217,000 | 534,000 | 1,179,000 | 885,000 | 1,200,000 | |||||||||||||||||||||||
Accounts receivable - related party | 2,807,000 | 134,000 | 1,700,000 | |||||||||||||||||||||||||
Revenue from related parties | 200,000 | 600,000 | 400,000 | |||||||||||||||||||||||||
Payments received from related parties | 1,800,000 | |||||||||||||||||||||||||||
Deferred revenue, current portion - related party | 5,029,000 | 5,256,000 | 4,105,000 | 2,551,000 | ||||||||||||||||||||||||
General Partners' cumulative cash distributions | $2,800,000 | $102,000 |
TRANSACTIONS_WITH_RELATED_PART3
TRANSACTIONS WITH RELATED PARTIES - Schedule of Variable Interest Entities (Details) (Variable Interest Entity, Not Primary Beneficiary [Member], USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Variable Interest Entity [Line Items] | |||
Total assets | $546 | $134 | |
Total liabilities | 2,848 | 2,522 | |
Maximum exposure to loss | 0 | 0 | |
Revenue from related parties | 600 | 400 | |
Accounts Receivable - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 546 | 134 | |
Maximum exposure to loss | 0 | 0 | |
Deferred Revenue, Current Portion - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total liabilities | 924 | 591 | |
Maximum exposure to loss | 0 | 0 | |
Deferred Revenue, Noncurrent Portion - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total liabilities | 1,924 | 1,931 | |
Maximum exposure to loss | $0 | $0 |
TRANSACTIONS_WITH_RELATED_PART4
TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) (USD Marketing [Member], Affiliated Entity [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fleet Leases [Member] | ||
Schedule of Other Related Party Transactions [Line Items] | ||
Revenue from related parties | $1,210 | $0 |
Fleet Services [Member] | ||
Schedule of Other Related Party Transactions [Line Items] | ||
Revenue from related parties | 258 | 0 |
Freight And Other Reimbursables [Member] | ||
Schedule of Other Related Party Transactions [Line Items] | ||
Revenue from related parties | $40 | $0 |
COLLABORATIVE_ARRANGEMENTS_Nar
COLLABORATIVE ARRANGEMENTS - Narrative (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Pipeline fees | $1,943 | $0 |
SEGMENT_REPORTING_Narrative_De
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT_REPORTING_Summary_of_P
SEGMENT REPORTING - Summary of Predecessor's Reportable Segment Data for Continuing Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | ||
Railroad incentives | $9 | $0 |
Fleet leases | 1,878 | 2,174 |
Freight and other reimbursables | 956 | 1,088 |
Total revenues | 13,508 | 5,485 |
Subcontracted rail services | 2,227 | 480 |
Pipeline fees | 1,943 | 0 |
Fleet leases | 3,088 | 2,174 |
Freight and other reimbursables | 996 | 1,278 |
Selling, general and administrative | 3,396 | 1,419 |
Depreciation | 1,093 | 126 |
Total operating costs | 12,743 | 5,477 |
Operating Income (Loss) | 765 | 8 |
Total interest expense | 992 | 943 |
Gain associated with derivative instruments | -1,949 | 0 |
Foreign currency transaction loss (gain) | -341 | 130 |
Provision for income taxes | 22 | 6 |
Income (loss) from continuing operations | 2,041 | -1,071 |
Capital expenditures | 422 | 13,776 |
Affiliated Entity [Member] | ||
Revenues | ||
Freight and other reimbursables | 40 | 190 |
Corporate [Member] | ||
Revenues | ||
Selling, general and administrative | 1,843 | 93 |
Depreciation | 0 | |
Total operating costs | 1,843 | 93 |
Operating Income (Loss) | -1,843 | -93 |
Total interest expense | 390 | 0 |
Foreign currency transaction loss (gain) | -410 | 0 |
Provision for income taxes | 0 | |
Income (loss) from continuing operations | -1,823 | -93 |
Capital expenditures | 0 | |
Terminalling Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Services revenue | 8,387 | 1,578 |
Revenues | ||
Railroad incentives | 9 | |
Total revenues | 8,396 | 1,578 |
Subcontracted rail services | 2,227 | 480 |
Pipeline fees | 1,943 | |
Selling, general and administrative | 1,294 | 1,064 |
Depreciation | 1,093 | 126 |
Total operating costs | 6,557 | 1,670 |
Operating Income (Loss) | 1,839 | -92 |
Total interest expense | 602 | 943 |
Gain associated with derivative instruments | -1,949 | |
Foreign currency transaction loss (gain) | 46 | 130 |
Provision for income taxes | 7 | 5 |
Income (loss) from continuing operations | 3,133 | -1,170 |
Capital expenditures | 422 | 13,776 |
Fleet Leases [Member] | ||
Revenues | ||
Fleet leases | 1,878 | 2,174 |
Fleet Leases [Member] | Affiliated Entity [Member] | ||
Segment Reporting Information [Line Items] | ||
Services revenue | 1,210 | 0 |
Fleet Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Services revenue | 156 | 101 |
Revenues | ||
Fleet leases | 101 | |
Freight and other reimbursables | 956 | 1,088 |
Total revenues | 5,112 | 3,907 |
Fleet leases | 3,088 | 2,174 |
Freight and other reimbursables | 996 | 1,278 |
Selling, general and administrative | 259 | 262 |
Depreciation | 0 | 0 |
Total operating costs | 4,343 | 3,714 |
Operating Income (Loss) | 769 | 193 |
Total interest expense | 0 | |
Foreign currency transaction loss (gain) | 23 | 0 |
Provision for income taxes | 15 | 1 |
Income (loss) from continuing operations | 731 | 192 |
Capital expenditures | 0 | |
Fleet Services [Member] | Affiliated Entity [Member] | ||
Segment Reporting Information [Line Items] | ||
Services revenue | 872 | 354 |
Revenues | ||
Freight and other reimbursables | $40 | $190 |
Summary_of_Predecessors_Total_
- Summary of Predecessor's Total Assets by Segment from Continuing Operations (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Total assets | $149,903 | $153,652 |
Predecessor [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 149,903 | 153,652 |
Predecessor [Member] | Terminalling Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 97,865 | 105,093 |
Predecessor [Member] | Fleet Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 11,865 | 7,692 |
Predecessor [Member] | Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $40,173 | $40,867 |
SEGMENT_REPORTING_Reconciliati
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Loss from Continuing Operations (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Adjusted EBITDA | ||
Services Adjusted EBITDA | $10,309,000 | $134,000 |
Interest expense | -992,000 | -943,000 |
Depreciation | -1,093,000 | -126,000 |
Provision for income taxes | -22,000 | -6,000 |
Gain associated with derivative instruments | 1,949,000 | 0 |
Gain (Loss) on Sale of Derivatives | -894,000 | 0 |
Unit based compensation expense | -727,000 | 0 |
Foreign currency transaction loss (gain) | 341,000 | -130,000 |
Deferred revenue related to minimum commitment fees | -6,830,000 | 0 |
Income (loss) from continuing operations | 2,041,000 | -1,071,000 |
Recognized prior period deferred revenue | 2,600,000 | |
Prepaid rent noncurrent | 700,000 | |
Segment Reconciling Items [Member] | ||
Adjusted EBITDA | ||
Services Adjusted EBITDA | -1,116,000 | -93,000 |
Terminalling Services [Member] | ||
Adjusted EBITDA | ||
Services Adjusted EBITDA | 10,656,000 | 34,000 |
Interest expense | -602,000 | -943,000 |
Provision for income taxes | -7,000 | -5,000 |
Foreign currency transaction loss (gain) | -46,000 | -130,000 |
Income (loss) from continuing operations | 3,133,000 | -1,170,000 |
Fleet Services [Member] | ||
Adjusted EBITDA | ||
Services Adjusted EBITDA | 769,000 | 193,000 |
Interest expense | 0 | |
Provision for income taxes | -15,000 | -1,000 |
Foreign currency transaction loss (gain) | -23,000 | 0 |
Income (loss) from continuing operations | $731,000 | $192,000 |
INCOME_TAXES_Narrative_Details
INCOME TAXES - Narrative (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Provision for income taxes | $22,000 | $6,000 | |
U.S. [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 1,900,000 | 700,000 | |
Canada [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $6,500,000 | $8,500,000 |
INCOME_TAXES_Schedule_of_Defer
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Deferred income tax assets | ||
Deferred revenues | $1,751 | $1,939 |
Property and equipment | 846 | 0 |
Capital and operating loss carryovers | 640 | 1,496 |
Total deferred tax assets | 3,237 | 3,435 |
Deferred income tax liabilities | ||
Valuation allowance | 2,145 | 1,391 |
Prepaid expense | 1,092 | 1,098 |
Property and equipment | 0 | 946 |
Total deferred tax liabilities | 3,237 | 3,435 |
Net deferred income tax asset | $0 | $0 |
DERIVATIVE_FINANCIAL_INSTRUMEN2
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | 30-May-14 | 30-May-14 | |
USD ($) | USD ($) | USD ($) | Foreign Exchange Contract [Member] | |
CAD | ||||
Derivative [Line Items] | ||||
Notional amount | 37,200,000 | |||
Exchange rate floor | 0.91 | |||
Exchange rate cap | 0.93 | |||
Gain associated with derivative instruments | $1,949,000 | $0 |
DERIVATIVE_FINANCIAL_INSTRUMEN3
DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Fair Values of Expected Cash Flows of Outstanding Foreign Currency Options (Details) (Foreign Exchange Option [Member]) | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Puts (Purchased) [Member] | Puts (Purchased) [Member] | Puts (Purchased) [Member] | Calls (Written) [Member] | Calls (Written) [Member] | Calls (Written) [Member] | |
USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | |
Derivative [Line Items] | ||||||
Notional | 22,391,900 | 22,391,900 | ||||
Strike Price | 0.91 | 0.91 | 0.93 | 0.93 | ||
Market Price | 0.788 | 0.788 | 0.788 | 0.788 | ||
Asset | 2,715,000 | 1,660,000 | 0 | 0 | ||
Liability | $0 | $0 | $0 | $0 |
UNIT_BASED_COMPENSATION_Narrat
UNIT BASED COMPENSATION - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 16, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit based compensation expense | $727,000 | $0 | |
IPO [Member] | Common Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Price per common unit | $17 | ||
Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period | 415,608 | ||
Number of annual vesting periods | 4 | ||
Phantom Share Units (PSUs) [Member] | Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Class A Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-voting Class A unit grants in period | 220,000 | ||
Unit based compensation expense | 551,000 | ||
Phantom Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit based compensation expense | 176,000 | ||
Unit based compensation expense, unrecognized | $5,200,000 |
SUPPLEMENTAL_CASH_FLOW_INFORMA2
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for income taxes | $15 | $5 |
Cash paid for interest | $1,014 | $446 |
DISCONTINUED_OPERATIONS_Narrat
DISCONTINUED OPERATIONS - Narrative (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Dec. 12, 2012 | Mar. 31, 2014 |
Subsidiary | ||
Discontinued Operations and Disposal Groups [Abstract] | ||
Number of subsidiaries | 5 | |
Cash proceeds in escrow related sale | $29.50 |
DISCONTINUED_OPERATIONS_Summar
DISCONTINUED OPERATIONS - Summary of Operating Results from Discontinued Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Discontinued operations: | ||
Net income | $0 | ($225) |
Predecessor [Member] | ||
Discontinued operations: | ||
Revenues and other income | 0 | 226 |
Income before provision for income taxes | 0 | 226 |
Provision for income taxes | 0 | 1 |
Net income | $0 | $225 |
SUBSEQUENT_EVENTS_Narrative_De
SUBSEQUENT EVENTS - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 28, 2015 | |
Subsequent Event [Line Items] | |||
Targeted quarterly distribution amount (USD per share) | $0.29 | $0.29 | |
Targeted annual distribution amount (USD per share) | $1.15 | $1.15 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Partners' Capital, Distribution Amount Per Share | $0.29 | ||
General Partner Distributions | $122,786.36 | ||
Subsequent Event [Member] | Common Units [Member] | |||
Subsequent Event [Line Items] | |||
Distribution made to limited partner, cash distributions paid | 2,600,000 | ||
Subsequent Event [Member] | Class A Units [Member] | |||
Subsequent Event [Line Items] | |||
Distribution made to limited partner, cash distributions paid | 63,250 | ||
Subsequent Event [Member] | Common Units and Subordinated Units [Member] | |||
Subsequent Event [Line Items] | |||
Distribution made to limited partner, cash distributions paid | $3,300,000 |