Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 03, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | USD PARTNERS LP | ||
Trading Symbol | USDP | ||
Entity Central Index Key | 1,610,682 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-Known Seasoner Filer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 104,264,865 | ||
Common units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 14,181,996 | ||
Subordinated units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,370,836 | ||
Class A Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 138,750 | ||
General Partner | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 461,136 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | |||
Railroad incentives | $ 434 | $ 719 | $ 0 |
Fleet leases | 7,710 | 13,572 | |
Freight and other reimbursables | 1,880 | 2,141 | 1,778 |
Total revenues | 81,763 | 36,098 | 26,301 |
Operating costs | |||
Subcontracted rail services | 7,710 | 6,994 | 1,898 |
Pipeline fees | 17,249 | 3,625 | 0 |
Fleet leases | 11,833 | 8,788 | 13,572 |
Freight and other reimbursables | 1,965 | 2,605 | 4,402 |
Selling, general and administrative | 9,735 | 6,905 | 1,475 |
Depreciation and amortization | 6,110 | 2,631 | 502 |
Total operating costs | 59,309 | 35,451 | 24,832 |
Operating income | 22,454 | 647 | 1,469 |
Interest expense | 4,368 | 4,825 | 3,241 |
Gain associated with derivative instruments | (5,161) | (1,536) | 0 |
Foreign currency transaction loss (gain) | (201) | 4,850 | 39 |
Income (loss) from continuing operations before provision for income taxes | 23,448 | (7,492) | (1,811) |
Provision for income taxes | 5,755 | 186 | 30 |
Income (loss) from continuing operations | 17,693 | (7,678) | (1,841) |
Discontinued operations | |||
Income from discontinued operations | 0 | 0 | 948 |
Gain on sale of discontinued operations | 0 | 0 | 7,295 |
Net income (loss) | 17,693 | (7,678) | 6,402 |
Net income (loss) attributable to limited partner interest | |||
Income (loss) from continuing operations | 17,339 | (7,524) | (1,805) |
Income from discontinued operations | 0 | 0 | 8,079 |
Net income (loss) attributable to limited partner interest | $ 17,339 | $ (7,524) | $ 6,274 |
Common units | |||
Basic and diluted earnings per limited partner unit: (in dollars per share) | |||
Income (loss) from continuing operations (in dollars per share) | $ 0.83 | $ (0.29) | $ (0.16) |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.70 |
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.83 | $ (0.29) | $ 0.54 |
Weighted average limited partner units outstanding | 10,427 | 3,042 | 1,094 |
Subordinated units | |||
Basic and diluted earnings per limited partner unit: (in dollars per share) | |||
Income (loss) from continuing operations (in dollars per share) | $ 0.82 | $ (0.63) | $ (0.16) |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.70 |
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.82 | $ (0.63) | $ 0.54 |
Weighted average limited partner units outstanding | 10,464 | 10,464 | 10,464 |
Related party | |||
Revenues | |||
Revenues | $ 1,501 | ||
Fleet leases | $ 4,123 | ||
Freight and other reimbursables | 85 | 464 | $ 2,624 |
Operating costs | |||
Selling, general and administrative | 4,707 | 3,903 | 2,983 |
Terminalling services | |||
Revenues | |||
Revenues | 58,841 | 18,266 | 7,130 |
Terminalling services | Related party | |||
Revenues | |||
Revenues | 5,228 | 3,499 | 0 |
Fleet services | |||
Revenues | |||
Revenues | 622 | 720 | 235 |
Fleet leases | 7,710 | 8,788 | 13,572 |
Fleet services | Related party | |||
Revenues | |||
Revenues | 2,840 | 1,501 | 962 |
Fleet leases | $ 4,123 | 0 | 0 |
Predecessor | |||
Discontinued operations | |||
Net income (loss) | (7,206) | $ 6,402 | |
Successor | |||
Discontinued operations | |||
Net income (loss) | $ (472) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 17,693 | $ (7,678) | $ 6,402 |
Other comprehensive income (loss) — foreign currency translation | (120) | 1,382 | (1,395) |
Comprehensive income (loss) | $ 17,573 | $ (6,296) | $ 5,007 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 17,693 | $ (7,678) | $ 6,402 |
Income from discontinued operations | 0 | 0 | 948 |
Gain on sale of discontinued operations | 0 | 0 | 7,295 |
Income from continuing operations | 17,693 | (7,678) | (1,841) |
Adjustments to reconcile income (loss) from continuing operations to net cash provided (used) in operating activities: | |||
Depreciation and amortization | 6,110 | 2,631 | 502 |
Gain associated with derivative instruments | (5,161) | (1,536) | 0 |
Settlement of derivative contracts | 4,283 | 344 | 0 |
Bad debt expense | 0 | 1,424 | 0 |
Amortization of deferred financing costs | 659 | 1,056 | 1,420 |
Unit based compensation expense | 2,461 | 550 | 0 |
Deferred income taxes | 814 | 0 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | 1,647 | (4,264) | (602) |
Accounts receivable — related party | (2,349) | 268 | (402) |
Prepaid expenses and other current assets | (572) | (4,515) | (4,653) |
Accounts payable and accrued expenses | (336) | (2,372) | 6,590 |
Deferred revenue and other liabilities | 9,500 | 17,497 | 7,263 |
Deferred revenue — related party | 585 | 0 | 962 |
Change in restricted cash | 870 | (6,490) | 0 |
Net cash provided by (used in) operating activities | 36,204 | (3,085) | 9,239 |
Cash flows from investing activities: | |||
Additions of property and equipment | (1,671) | (33,736) | (56,114) |
Acquisitions, net of cash received | (210,445) | 0 | 0 |
Purchase of derivative instruments | (1,167) | (468) | 0 |
Net cash used in investing activities | (213,283) | (34,204) | (56,114) |
Cash flows from financing activities: | |||
Payments on BOK credit facility | 0 | (97,845) | 0 |
Proceeds from borrowings on BOK credit facility | 0 | 67,845 | 0 |
Payments for deferred financing costs | (854) | (3,909) | (261) |
Contributions | 0 | 14,329 | 0 |
Distributions | (24,032) | (107,828) | (7,547) |
Proceeds from issuance of units | 335 | 0 | 0 |
Proceeds from long-term debt | 203,000 | 100,000 | 0 |
Repayment of long-term debt | (30,492) | (14,992) | 0 |
Net proceeds from the initial public offering | 0 | 137,495 | 0 |
Proceeds (repayment) of loan from parent | 0 | (49,390) | 52,693 |
Net cash provided by financing activities | 147,957 | 45,705 | 44,885 |
Cash flows provided by discontinued operations: | |||
Net cash provided by operating activities | 0 | 0 | 3,411 |
Net cash provided by investing activities | 0 | 29,473 | 10,000 |
Net cash used in financing activities | 0 | (5,232) | (8,243) |
Net cash provided by discontinued operations | 0 | 24,241 | 5,168 |
Effect of exchange rates on cash | (627) | 1,441 | (1,498) |
Net change in cash and cash equivalents | (29,749) | 34,098 | 1,680 |
Cash and cash equivalents — beginning of year | 40,249 | 6,151 | 4,471 |
Cash and cash equivalents — end of year | $ 10,500 | $ 40,249 | $ 6,151 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 10,500 | $ 40,249 |
Restricted cash | 4,640 | 6,490 |
Accounts receivable, net | 4,333 | 4,221 |
Accounts receivable — related party | 1,889 | 134 |
Prepaid expenses | 10,191 | 4,248 |
Other current assets | 3,908 | 6,122 |
Total current assets | 35,461 | 61,464 |
Property and equipment, net | 133,010 | 84,059 |
Intangible assets, net | 124,581 | 0 |
Goodwill | 33,970 | 0 |
Other non-current assets | 1,376 | 2,757 |
Total assets | 328,398 | 148,280 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,092 | 3,875 |
Accounts payable and accrued expenses — related party | 232 | 492 |
Deferred revenue, current portion | 22,158 | 15,540 |
Deferred revenue, current portion — related party | 5,485 | 5,256 |
Other current liabilities | 2,914 | 877 |
Total current liabilities | 34,881 | 26,040 |
Long-term debt, net | 239,444 | 78,458 |
Deferred revenue, net of current portion | 2,022 | 3,656 |
Deferred revenue, net of current portion — related party | 1,542 | 1,931 |
Non-current deferred income tax liability | 749 | 0 |
Total liabilities | $ 278,638 | $ 110,085 |
Commitments and contingencies | ||
Partners’ capital | ||
Limited partners' capital | $ 38,195 | |
General partner units (461,136 authorized and issued at December 31, 2015 and 427,083 authorized and issued at December 31, 2014) | $ 220 | 12 |
Accumulated other comprehensive income (loss) | (138) | (18) |
Total partners' capital | 49,760 | 38,195 |
Total liabilities and partners' capital | 328,398 | 148,280 |
Common units | ||
Partners’ capital | ||
Limited partners' capital | 141,374 | 127,865 |
Class A units | ||
Partners’ capital | ||
Limited partners' capital | 1,749 | 550 |
Subordinated units | ||
Partners’ capital | ||
Limited partners' capital | $ (93,445) | $ (90,214) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
General partner units, authorized (in units) | 461,136 | 427,083 |
General partner units, issued (in units) | 461,136 | 427,083 |
Common units | ||
Limited partnership units, authorized (in units) | 11,947,127 | 10,213,545 |
Limited partnership units, issued (in units) | 11,947,127 | 10,213,545 |
Class A units | ||
Limited partnership units, authorized (in units) | 250,000 | 250,000 |
Limited partnership units, issued (in units) | 185,000 | 220,000 |
Subordinated units | ||
Limited partnership units, authorized (in units) | 10,463,545 | 10,463,545 |
Limited partnership units, issued (in units) | 10,463,545 | 10,463,545 |
Consolidated Statements of Part
Consolidated Statements of Partners' Capital Statement - USD ($) $ in Thousands | Total | Accumulated other comprehensive income (loss) | Limited PartnerCommon units | Limited PartnerClass A units | Limited PartnerSubordinated units | General Partner |
Partners' capital account beginning balance (Predecessor Partner Interest) at Dec. 31, 2013 | $ 4,003 | |||||
Partners' capital account beginning balance at Dec. 31, 2013 | 2,603 | $ (1,400) | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net income | Predecessor Partner Interest | 6,402 | |||||
Net income | 6,402 | $ 594 | $ 0 | $ 5,680 | $ 128 | |
Distributions, predecessor partner interest | Predecessor Partner Interest | (15,790) | |||||
Cumulative translation adjustment | (1,395) | (1,395) | ||||
Partners' capital account ending balance (Predecessor Partner Interest) at Dec. 31, 2012 | 13,391 | |||||
Partners' capital account ending balance at Dec. 31, 2012 | (5) | |||||
Partners' capital account beginning balance at Dec. 31, 2014 | 38,195 | (18) | $ 127,865 | $ 550 | $ (90,214) | $ 12 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Units issued (in units) | 250,000 | |||||
Allocation of partnership interests (in units) | 1,093,545 | 10,463,545 | 427,083 | |||
Allocation of partnership interests | Predecessor Partner Interest | (3,199) | |||||
Allocation of partnership interests | $ 60 | $ 558 | $ 22 | |||
Proceeds from IPO (in units) | 9,120,000 | |||||
Proceeds from IPO | $ 137,495 | |||||
Net income | Predecessor Partner Interest | (7,206) | (668) | $ 0 | (6,394) | (144) | |
Net income | (7,678) | (228) | (234) | $ (10) | ||
Unit based compensation expense | $ 550 | |||||
Distributions | $ (9,462) | $ (90,538) | ||||
Forfeited units (in units) | (30,000) | |||||
Contributions, predecessor partner interest | Predecessor Partner Interest | 14,233 | |||||
Distributions, predecessor partner interest | Predecessor Partner Interest | (7,831) | |||||
Cumulative translation adjustment | 1,382 | 1,382 | ||||
Partners' capital account ending balance (Predecessor Partner Interest) at Dec. 31, 2013 | 4,003 | |||||
Partners' capital account ending balance at Dec. 31, 2013 | 2,603 | (1,400) | ||||
Partners' capital account ending balance (in units) at Dec. 31, 2014 | 10,213,545 | 220,000 | 10,463,545 | 427,083 | ||
Partners' capital account beginning balance at Dec. 31, 2015 | 49,760 | (138) | $ 141,374 | $ 1,749 | $ (93,445) | $ 220 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Units issued (in units) | 1,733,582 | 34,053 | ||||
Units issued | $ 15,325 | 0 | $ 335 | |||
Net income | 17,693 | 8,605 | 153 | 8,581 | 354 | |
Unit based compensation expense | 1,109 | 1,500 | ||||
Distributions | (11,530) | $ (209) | (11,812) | |||
Forfeited units (in units) | (35,000) | |||||
Forfeited units | $ (245) | |||||
Distributions, general partner | (481) | |||||
Cumulative translation adjustment | (120) | (120) | ||||
Partners' capital account ending balance at Dec. 31, 2014 | $ 38,195 | $ (18) | $ 127,865 | $ 550 | $ (90,214) | $ 12 |
Partners' capital account ending balance (in units) at Dec. 31, 2015 | 11,947,127 | 185,000 | 10,463,545 | 461,136 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | ORGANIZATION AND DESCRIPTION OF BUSINESS General 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 US Development Group LLC, or USD, through its wholly-owned subsidiary USD Group LLC, or USDG, to acquire, develop and operate energy-related logistics assets, including rail terminals and other high-quality and complementary midstream infrastructure. We generate substantially all of our operating cash flow from multi-year, take-or-pay contracts for crude oil terminalling services, such as railcar loading for transportation to end markets, storage and blending in on-site tanks, as well as related logistics services. In addition, we provide our customers with railcars and fleet services related to the transportation of liquid hydrocarbons and biofuels by rail under multi-year, 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. From the time of our formation in June 2014, our capital accounts included an approximate 2.0% general partner interest held by USD Partners GP LLC, a wholly-owned subsidiary of USDG, that held all of our limited partner interests. At December 31, 2013, the capital accounts of our subsidiaries were wholly-owned by USDG. Our capital accounts were distributed as follows at December 31: 2015 2014 Common units held by the Public 47.1 % 42.8 % Common units held by USDG 4.7 % 5.1 % Subordinated units held by USDG 45.4 % 49.1 % Class A units held by management 0.8 % 1.0 % General partner interest held by USD Partners GP LLC 2.0 % 2.0 % 100.0 % 100.0 % Initial Public Offering On October 15, 2014, we completed the initial public offering, or IPO, of 9,120,000 of our common units for proceeds of approximately $145 million after underwriting discounts, commissions and structuring fees. On the same date, we entered into a five year senior secured credit agreement with a consortium of lenders with an aggregate capacity of $300 million comprised of a $200 million revolving credit facility and a $100 million term loan. The term loan facility was used to fund a $100 million distribution to USDG and is guaranteed by USDG. 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 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 (2) assumed $30 million of borrowings under a senior secured credit agreement payable to Bank of Oklahoma and (3) granted USDG the right to receive $100 million . Additionally, we issued to our general partner 427,083 General Partner Units, representing a 2.0% general partner interest in us, as well as all of our incentive distribution rights, or IDRs. In contemplation of the IPO of our common units, the board of directors of our general partner granted 250,000 Class A units, representing limited partner interests in USDP, to key employees in August 2014. The awards issued are performance-based awards that contain distribution equivalent rights. We determined the grant date of these awards, as defined within the relevant accounting guidance, to be the day on which the IPO was effective, or October 8, 2014. Assuming certain conditions are met, Class A units become eligible to convert into common units in four equal tranches beginning no earlier than January 1, 2016, at a conversion factor ranging from 1.0 to 2.0 . Unless the context otherwise requires, references to the Predecessor, we, our, us or like terms, when used in a historical context (periods prior to October 15, 2014), refer to the following subsidiaries, collectively, that were contributed to the Partnership in connection with our IPO: San Antonio Rail Terminal LLC, or SART, USD Logistics Operations GP LLC, USD Logistics Operations LP, USD Rail LP, USD Rail Canada ULC, USD Terminals Canada ULC, or USDTC, West Colton Rail Terminal LLC, or WCRT, USD Terminals International S.A.R.L., and USD Rail International S.A.R.L., collectively referred to as the Contributed Subsidiaries. The Predecessor also includes the membership interests in the following five subsidiaries of USD which operated crude oil rail terminals that were sold in December 2012 (the "Sale") to a large energy transportation, terminalling and pipeline company, referred to as the Acquirer: Bakersfield Crude Terminal LLC, Eagle Ford Crude Terminal LLC, Niobrara Crude Terminal LLC, St. James Rail Terminal LLC, or SJRT, and Van Hook Crude Terminal LLC, collectively known as the Discontinued Operations. As a result of the Sale, another subsidiary, USD Services LLC, or USDS, ceased operations and is also included in the results of Discontinued Operations. Refer to Note 21 - Discontinued Operations for additional details. Casper Terminal Acquisition On November 17, 2015, we completed our acquisition of all of the membership interests of Casper Crude to Rail, LLC, or the Casper terminal, from Casper Crude to Rail Holdings, LLC for approximately $225.8 million . The Casper crude oil terminal, located in Casper, Wyoming, primarily consists of unit train-capable railcar loading capacity in excess of 100,000 barrel per day, six customer-dedicated storage tanks with 900,000 barrels of total capacity and a six -mile, 24 -inch diameter pipeline with a direct connection from Spectra Energy Partners' Express Pipeline. Refer to Note 4 - Acquisition of Casper Crude to Rail, LLC for additional details regarding this acquisition. US Development Group LLC USD and its affiliates are engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and energy-related infrastructure assets across North America. USD is the indirect owner of USDG and our general partner and is currently owned by Energy Capital Partners, Goldman Sachs and certain of USD's management team members. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the allowance for doubtful accounts and the amounts of deferred revenue and related prepaid pipeline fees. We denote amounts denominated in Canadian dollars that are disclosed within these consolidated financial statements with "C$" immediately prior to the stated amount. Change in Reporting Entity Prior to the completion of our IPO on October 15, 2014, our financial position, results of operations and cash flows consisted of the Predecessor, which represented a combined reporting entity. Subsequent to the IPO, our financial position, results of operations and cash flows consist of our consolidated activities and balances. The assets and liabilities in our consolidated financial statements have been reflected on a historical cost basis, as prior to the IPO all of the assets and liabilities presented were wholly-owned by USDG and its affiliates and were transferred within the USDG consolidated group. The consolidated statements of operations for periods prior to the IPO included expense allocations for certain corporate functions historically provided by USDG, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, insurance, utilities and executive compensation. Those allocations were based primarily on direct usage when identifiable, budgeted volumes or projected revenues, the remainder was allocated evenly across the number of operating entities. The consolidated statements of operations for periods prior to the IPO include amounts allocated to the Predecessor for general corporate expenses incurred by USDG within "Selling, general and administrative ." Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or for the benefit received by the Predecessor during the periods presented prior to the IPO. The allocations may not, however, reflect the expenses the Predecessor would have incurred as an independent company for the periods presented prior to the IPO. Actual costs that may have been incurred if the Predecessor had been a standalone entity would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. The Predecessor is unable to determine what such costs would have been had the Predecessor been independent prior to the IPO. Effective with the IPO, our general partner and its affiliates provide services to us pursuant to an omnibus agreement and a service agreement between the parties. The allocations and related estimates and assumptions are described more fully in Note 12 — Transactions with Related Parties . Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year financial statements to conform with our current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. Subsequent to filing our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, we determined that the "Note receivable — related party" balance in the amount of $2.5 million at December 31, 2014, was incorrectly presented in our consolidated balance sheets and in the consolidated statements of partners’ capital. Prior to the consummation of our IPO, the "Note receivable — related party" balance, representing C$2.9 million , was distributed to USDG by our Predecessor, thereby reducing the initial equity allocated to USDG as owner of all our subordinated units and a portion of our common units and the initial equity allocated to USD Partners GP LLC as owner of the general partner units. Our correction of this item resulted in the revision to the balances presented in our consolidated balance sheets and our consolidated statements of partners’ capital as of December 31, 2014. We have concluded that this correction is immaterial to all prior consolidated financial statements. This error did not affect our cash flows, net income or earnings per unit for any periods. Additionally, we elected to early adopt the provisions of Accounting Standards Update No. 2015-03 — Interest— imputation of interest , which simplified the presentation of debt issuance costs. Pursuant to the guidance of the new standard, we have presented debt issuance costs as a reduction of the carrying amount of the related indebtedness, rather than as an asset. Our adoption of this pronouncement did not have a material impact on our consolidated financial statements. However, the total assets and total liabilities as of December 31, 2014, as previously presented in our consolidated balance sheets were reduced by the reclassified amount of deferred financing costs, net. Our adjustments for the items described above resulted in revision to the balances presented in our consolidated balance sheets and our consolidated statements of partners’ capital as of December 31, 2014, as follows: As presented As adjusted As further adjusted December 31, 2014 Correcting Adjustment December 31, 2014 Adopting Adjustment December 31, 2014 (in thousands) Note receivable — related party $ 2,472 $ (2,472 ) $ — $ — $ — Total current assets $ 63,936 $ (2,472 ) $ 61,464 $ — $ 61,464 Deferred financing costs, net $ 2,900 $ — $ 2,900 $ (2,900 ) $ — Total assets $ 153,652 $ (2,472 ) $ 151,180 $ (2,900 ) $ 148,280 Long-term debt $ 81,358 $ — $ 81,358 $ (2,900 ) $ 78,458 Total liabilities $ 112,985 $ — $ 112,985 $ (2,900 ) $ 110,085 Partners' capital Common units $ 128,097 $ (232 ) $ 127,865 $ — $ 127,865 Subordinated units $ (87,978 ) $ (2,236 ) $ (90,214 ) $ — $ (90,214 ) General partner units $ 103 $ (91 ) $ 12 $ — $ 12 Accumulated other comprehensive income $ (105 ) $ 87 $ (18 ) $ — $ (18 ) Total partners' capital $ 40,667 $ (2,472 ) $ 38,195 $ — $ 38,195 Total liabilities and partners' capital $ 153,652 $ (2,472 ) $ 151,180 $ (2,900 ) $ 148,280 Foreign Currency A substantial portion of our operations are conducted in Canada and are accounted for in the local currency, the Canadian dollar, which we translate into our reporting currency, the U.S. dollar. We translate most Canadian dollar denominated balance sheet accounts at the end of period exchange rate, while most income statement accounts are translated monthly based on the average exchange rate for each monthly period. Amounts translated from foreign currencies into our U.S. dollar reporting currency can vary between periods due to fluctuations in the exchange rates between the foreign currency and the U.S. dollar. Revenue Recognition We derive our revenues from railcar loading and unloading services for bulk liquid products, including crude oil, biofuels, and related products, as well as sourcing railcar fleets and related logistics and maintenance services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with the applicable accounting guidance, we record revenues for fleet leases on a gross basis, since we are deemed the primary obligor for the services. We also recognize as revenue on our consolidated statements of operations in "Freight and other reimbursables," on a gross basis, the amounts we charge to our customers for the out-of-pocket expenses we have incurred to provide our railcar fleet services. We recognize revenue for terminalling services we provide based upon the contractual rates set forth in our agreements related to throughput volumes. Substantially all of the capacity at our Casper and Hardisty terminals is contracted under multi-year agreements that contain “take-or-pay” provisions where we are entitled to payment from our customer of a minimum monthly commitment fee, regardless of whether the specified throughput to which the customer committed is achieved. These agreements grant the customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. With respect to the Casper terminal, the make-up rights generally expire within the three-month period, representing a calendar quarter, for which the volumes were originally committed. With respect to the Hardisty terminal, the make-up rights typically expire, if unused, in subsequent periods up to six months following the period for which the volumes were originally committed. We defer recognition of the revenue associated with volumes that are below the minimum monthly commitments until the earlier of (1) the period in which the throughput is utilized, (2) the customer’s ability to make up the minimum volume has expired in accordance with the terms of the agreements, or (3) we determine that the likelihood that the customer will be able to make up the minimum volume is remote. We recognize revenue for fleet leases and related party administrative services ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. We have deferred revenues for amounts collected in advance from customers in our Fleet services segment, which will be recognized as revenue as the underlying services are performed pursuant to the terms of our contracts. We have prepaid rent associated with these deferred revenues on our railcar leases, which we will recognize as expense as these railcars are used. On December 13, 2013, USD Terminals Canada ULC, or USDTC, entered into a binding agreement with a major railway transportation company, which we refer to as the "Railway," effective with the commencement of the Hardisty terminal in June 2014, whereby in consideration for the Railway being the sole rail freight transportation service provider at the Hardisty terminal for certain customers, the Railway agreed to pay USDTC an average incentive payment amount of C $100 per railcar shipped up to a maximum of C $12.5 million through mid-2017. We recognize these revenues in "Railroad incentives" in our consolidated statements of operations as railcars utilize the services of the Railway pursuant to the terms of the agreement. Income Taxes We are not a taxable entity for United States federal income tax purposes, or for a majority of the states that impose an income tax. Taxes on our net income are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP, which, on October 7, 2014, elected to be classified as an entity taxable as a corporation. Our income tax expense is predominantly attributable to Canadian Federal and Provincial income taxes imposed on our operations based in Canada. Additionally, we are subject to state income tax laws that apply to entities organized as partnerships by the State of Texas. This state income tax is computed on our modified gross margin, which we have determined to be an income tax as set forth in the authoritative accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP. We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. Our policy is to recognize any interest or penalties related to the underpayment of income taxes as a component of income tax expense or benefit. We have not historically incurred any interest or penalties for the underpayment of income taxes. Net income for financial statement purposes may differ significantly from taxable income of unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available. Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. Accounts Receivable Accounts receivable consist of billed and unbilled amounts due from our customers, which include crude 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 for doubtful accounts when significantly past due and we have deemed the amounts uncollectible. Capitalization Policies and Depreciation Methods We record property and equipment at its original cost, which we depreciate on a straight-line basis over the estimated useful lives of the assets, which range from five to 20 years . Our determination of the useful lives of property and equipment requires us to make various assumptions when the assets are acquired or placed into service about the expected usage, normal wear and tear and the extent and frequency of maintenance programs. Expenditures for repairs and maintenance are charged to expense as incurred, while improvements that extend the service life or capacity of existing property and equipment are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in our operating results. During construction we capitalize direct costs, such as labor, materials and overhead, as well as interest cost we may incur on indebtedness at our incremental borrowing rate. Asset Retirement Obligations We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying value of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. Legal obligations exist for our SART and WCRT facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We generally own the land on which our Casper and Hardisty terminals and related facilities reside and as a result, similar legal obligations generally do not exist that would require us to remove our Casper and Hardisty facilities at final abandonment. Sufficient data exists to estimate the cost of abandoning or retiring our SART and WCRT facilities. However, insufficient information exists to reasonably determine the timing and/or method of settlement for estimating the fair value of the ARO. In these cases, the asset retirement obligation cost is considered indeterminate because there is no data or information that can be derived from past practice, industry practice, our intentions or the estimated economic life of the asset. Useful lives of our terminal facilities are primarily derived from available supply resources and ultimate consumption of those resources by end users. Many variables can affect the remaining lives of the assets, which preclude us from making a reasonable estimate of the ARO. We will recognize the fair value of an ARO for each of these facilities in the period in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. We do not have any ARO liabilities recorded at December 31, 2015 and 2014 . Impairment of Long-lived Assets We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include economic obsolescence, the business climate, legal matters, a significant decrease in operating income or cash flows associated with the use of the asset and a significant change in the asset’s physical condition or use. Our estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration. We recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the long-lived asset following our determination that the carrying amount of a long-lived asset is not recoverable based on the estimated future undiscounted cash flows. We determined there were no asset impairment indicators for the years ended December 31, 2015 , 2014 and 2013 . Intangible assets Our intangible assets primarily consist of customer contracts. We amortize these assets on a straight-line basis over the weighted average useful lives of the underlying assets, representing the period over which the assets are expected to contribute directly or indirectly to our future cash flows. Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We test goodwill for impairment annually based on carrying values of our reporting units at the end of the second quarter, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may be impaired. In testing goodwill for impairment, we make critical assumptions that include, but are not limited to, assessments of market conditions, projected cash flows, discount rates and growth rates. Impairment occurs when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value. We reduce the carrying value of goodwill to its fair value at the time we determine that an impairment has occurred. We had no impairment of goodwill for the year ended December 31, 2015 . Fair Value Measurements We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). • Level 3 — Significant unobservable inputs (including our own assumptions in determining fair value). We use the cost, income or market valuation approaches 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 the long-term debt represented by our $400 million senior secured credit facility as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and with respect to the credit facility, the frequent re-pricing of the underlying obligations. The fair value of our historical accounts receivable with affiliates and payables with affiliates cannot be determined due to the related party nature of these items. Derivative Financial Instruments Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. We do not currently employ any derivative financial instruments to manage our exposure to fluctuations in interest rates, although we intend to use derivative financial instruments, including swaps, options and other financial instruments with similar characteristics to manage this exposure in the future. In order to manage our exposure to fluctuations in foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset these risks. We have a program that primarily utilizes foreign currency collar derivative contracts, representing written call options and purchased put options, to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash flows denominated in Canadian dollars. Under this program, our strategy is to have gains or losses on the derivative contracts mitigate the foreign currency transaction gains or losses to the extent practical. Economically, the collars help us to limit our exposure such that the exchange rate will effectively lie between the floor and the ceiling of the rates set forth in the derivative contacts. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecast transaction and are not entered into for speculative purposes. In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair value as current or noncurrent assets or liabilities on a net basis by counterparty. We do not designate, nor have we historically designated, any of our derivative financial instruments as hedges of an underlying asset, liability and/or forecast transaction. To qualify for hedge accounting treatment as set forth in the authoritative accounting guidance, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation. As a result, changes in the fair value of our derivative financial instruments and the related cash settlement of matured contracts are recognized in "Gain associated with derivative instruments" on our consolidated statements of operations. Refer to Note 18 — Derivative Financial Instruments Recent Accounting Pronouncements Not Yet Adopted The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to “opt out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Leases In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2016-02, which amends the FASB Accounting Standards Codification, or ASC, Topic 842 and requires balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The amendment provides for the election of an option for leases with a term of 12 months or less, not to recognize the lease assets and liabilities. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact the adoption of this guidance will have on our financial position, results of operations and cash flows. Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued Accounting Standards Update No. 2015-17, which amends the FASB Accounting Standards Codification section 740 and requires that instead of distinct classification of current and noncurrent deferred tax assets and liabilities, all deferred tax assets and liabilities are required to be classified as noncurrent. In addition, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all deferred tax liabilities and assets, as well as any related valuation allowance, are required to be offset and presented as a single noncurrent amount. This pronouncement is effective for fiscal years beginning after December 15, 2016, and may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented, with early adoption permitted. We expect to adopt the provisions of this statement beginning the first quarter of 2016 and do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Measurement-Period Adjustments In September 2015, the FASB issued Accounting Standards Update No. 2015-16, which amends the FASB Accounting Standards Codification section 805 and eliminates the requirement to retrospectively account for adjustments to the provisional amounts recognized for an acquisition and the corresponding adjustment to Goodwill. The standard requires such adjustments for provisional amounts to be recorded prospectively in the period the adjustment is identified. The pronouncement is effective for adjustments for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. We expect to adopt the provisions of this statement beginning the first quarter of 2016 and accordingly, will make any measurement adjustments prospectively. We do not expect our adoption of the standard to have a material impact on our consolidated financial statements. EPU Calculations for MLPs In April 2015, the 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 do not expect our adoption of this standard to 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 do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In July 2015, the FASB delayed the effective date of the new revenue standard by one year. This accounting update is effective for annual and interim periods beginning on or after December 15, 2017 and may be applied on either a full or modified retrospective basis. We are currently evaluating which transition approach we will apply and the impact that this pronouncement will have on our consolidated financial statements. |
Net Income Per Limited Partner
Net Income Per Limited Partner and General Partner Interest | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner and General Partner Interest | NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income, to our limited partners, our general partner and holder of the IDRs in accordance with the terms of our partnership agreement. We also allocate any earnings in excess of distributions to our limited partners, our general partner and the 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. Distribution Targets Portion of Quarterly Distribution Per Unit Percentage Distributed to Limited Partners Percentage Distributed to 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 > $0.359375to $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 as set forth in the following tables: For the Year Ended December 31, 2015 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 8,605 $ 8,581 $ 153 $ 354 $ 17,693 Less: Distributable earnings (2) 12,682 12,452 212 518 25,864 Distributions in excess of earnings $ (4,077 ) $ (3,871 ) $ (59 ) $ (164 ) $ (8,171 ) Weighted average units outstanding (3) 10,427 10,464 201 431 Distributable earnings per unit (4) $ 1.22 $ 1.19 $ 1.05 Overdistributed earnings per unit (5) (0.39 ) (0.37 ) (0.29 ) Net income per limited partner unit (basic and diluted) $ 0.83 $ 0.82 $ 0.76 (1) Represents earnings allocated to each class of units based on the percentage ownership in the Partnership. Calculation of the percentage ownership for net income per limited partner unit uses the actual units outstanding. (2) Represents the distributions paid of $0.2875 per unit with respect to the three months ended March 31, 2015 , $0.29 per unit with respect to the three months ended June 30, 2015 , $0.2925 per unit with respect to the three months ended September 30, 2015 , and distributions payable of $0.30 per unit with respect to the three months ended December 31, 2015 , representing the full year-distribution amount of $1.17 per unit. Amounts presented for each class of units include a proportionate amount of the $434 thousand attributable to holders of the Phantom Units 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 year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2014 Common Subordinated Class A General Total (in thousands, except per unit amounts) Predecessor net loss allocation to general and limited partner interests (1) $ (668 ) $ (6,394 ) $ — $ (144 ) $ (7,206 ) Net loss attributable to general and limited partner interests (1) (228 ) (234 ) — (10 ) (472 ) Less: Distributable earnings (2) 3,499 12,033 61 318 15,911 Distributions in excess of earnings $ (4,395 ) $ (18,661 ) $ (61 ) $ (472 ) $ (23,589 ) Weighted average units outstanding (3) 3,042 10,464 53 427 Distributable earnings per unit (4) $ 1.15 $ 1.15 $ 1.14 Overdistributed earnings per unit (5) (1.44 ) (1.78 ) (1.14 ) Net loss per limited partner unit (basic and diluted) $ (0.29 ) $ (0.63 ) $ — (1) Represents earnings 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 year ended December 31, 2014 and common units issued to the public and Class A units issued to certain members of management were outstanding from October 15, 2014, the closing date of our IPO, to December 31, 2014 . (2) Represents the total distributions that would have been payable for the year ended December 31, 2014 assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed for each of the four distribution payments that would have been made on a retrospective basis if the units issued to our general partner and USDG were outstanding for the entire year and common units issued to the public and Class A units issued to certain members of management were outstanding from October 15, 2014, the closing date of our IPO, to December 31, 2014 . (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 year and common units issued to the public and Class A units issued to certain members of management were outstanding from October 15, 2014, the closing date of our IPO, to December 31, 2014 . (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2013 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests (1) $ 594 $ 5,680 $ — $ 128 6,402 Less: Income from discontinued operations attributable to general and limited partner interests (1) 765 7,314 — 164 8,243 Loss from continuing operations attributable to general and limited partner interests (1) (171 ) (1,634 ) — (36 ) (1,841 ) Less: Distributable earnings (2) 1,258 12,033 — 271 13,562 Distributions in excess of earnings $ (1,429 ) $ (13,667 ) $ — $ (307 ) $ (15,403 ) Weighted average units outstanding (3) 1,094 10,464 — 427 Distributable earnings per unit (4) $ 1.15 $ 1.15 $ — Overdistributed earnings per unit (5) (1.31 ) (1.31 ) — Net loss per limited partner unit from continuing operations (basic and diluted) $ (0.16 ) $ (0.16 ) $ — Net income per limited partner unit from discontinued operations (basic and diluted) (6) 0.70 0.70 — Net income per limited partner unit (basic and diluted) $ 0.54 $ 0.54 $ — (1) Represents earnings 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 year ended December 31, 2013 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the year ended December 31, 2013 . (2) Represents the total distributions that would have been payable for the year ended December 31, 2013 assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed for each of the four distribution payments that would have been made on a retrospective basis if the units issued to our general partner and USDG were outstanding for the year ended December 31, 2013 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the year ended December 31, 2013 . (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 year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. (6) Represents income from discontinued operations divided by the weighted average number of units outstanding for the year. |
Casper Terminal Acquisition
Casper Terminal Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Casper Terminal Acquisition | CASPER TERMINAL ACQUISITION On November 17, 2015, we completed our acquisition of 100% of the membership interests of Casper Crude to Rail, LLC, which we refer to as the Casper terminal. We acquired the Casper terminal from Casper Crude to Rail Holdings, LLC, or the Seller, through our wholly-owned subsidiary USDP CCR LLC. The Casper crude oil terminal, located in Casper, Wyoming, primarily consists of unit train-capable railcar loading capacity in excess of 100,000 barrels per day, six customer-dedicated storage tanks with 900,000 barrels of total capacity and a six -mile, 24 -inch diameter pipeline with a direct connection from Spectra Energy Partners' Express Pipeline. We acquired all of the issued and outstanding membership interests of the Casper terminal in exchange for approximately $ 210.4 million in cash, or the Cash Consideration, subject to post-closing adjustments, if any, and 1,733,582 of our unregistered common units representing limited partner interests in us, or the Equity Consideration. The Cash Consideration, which includes approximately $ 2.1 million for initial working capital, was funded using approximately $ 35.0 million of cash on hand retained from the excess proceeds of our initial public offering in October 2014 and $ 175.4 million of senior secured credit facility borrowings. We issued the Equity Consideration to Cogent Energy Solutions, LLC, or Cogent, one of the owners of the Seller. The number of common units comprising the Equity Consideration was determined by reference to the volume-weighted average daily closing price of $9.62 per common unit for the 30 trading day period prior to October 12, 2015. In connection with the Equity Consideration issued to Cogent, our general partner contributed $0.3 million in exchange for 34,053 additional general partner units sufficient to maintaining its 2% general partner interest in us, on substantially the same terms as the common units issued to Cogent. We accounted for our acquisition of the Casper terminal as a business combination using the acquisition method, whereby we recognize the acquisition date fair value of the identifiable assets acquired and liabilities assumed with any unallocated purchase price paid being attributed to goodwill. We incurred approximately $0.5 million for transaction costs in connection with our acquisition of the Casper terminal, consisting primarily of legal and other professional fees, which we expensed as incurred and included in "Selling, general and administrative" within our consolidated statement of operations. The following table summarizes our allocation of the consideration we paid for the Casper terminal among the fair values of the identifiable assets acquired and liabilities assumed. We determined the fair value of the identifiable assets acquired and liabilities assumed based upon estimates and assumptions made by management and developed with the assistance of third-party advisers, with any consideration paid in excess of the fair value of the net assets being attributed to goodwill. Purchase Price Allocation (in thousands) Consideration: Cash paid to Seller $ 210,445 Fair value of equity issued to Seller 15,325 Total consideration $ 225,770 Allocation of purchase price Working capital, net $ 1,530 Property and equipment 64,204 Intangible assets 126,066 Goodwill 33,970 Total purchase price $ 225,770 The current estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions that may result in further adjustments to the values presented above when management finalizes the value associated with certain items included in prepaid assets that are subject to settlement. Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable to long-term growth opportunities to provide additional complementary crude oil terminalling and storage services. All of the goodwill has been assigned to our terminalling services reporting segment. The fair value attributed to our identifiable intangible assets is primarily derived from our existing customer services agreements. We have included the results of operations of the Casper terminal in our results of operations from the acquisition date. From November 17, 2015 through December 31, 2015, the Casper terminal generated revenues of $3.8 million and net income of $0.8 million . The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Casper had occurred on January 1, 2014: For the Year Ended December 31, 2015 2014 (in thousands except per unit amounts) Total revenues $ 112,325 $ 44,536 Operating income $ 30,997 $ 1,682 Net income (loss) $ 21,310 $ (12,043 ) Earnings (loss) per common unit (basic and diluted) $ 0.93 $ (0.52 ) The unaudited pro forma financial information presented above has been prepared by combining our historical results and the historical results of Casper and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items. Other significant pro forma adjustments have been made to take into account, from the beginning of the period, additional depreciation and amortization of the fair value of the noncurrent assets resulting from the application of purchase accounting, as well as the additional interest expense we would have incurred on the incremental borrowings on our revolving credit facility. This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Casper terminal acquisition occurred on January 1, 2014, or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings. Transition Services Agreement In connection with our acquisition of the Casper terminal, we entered into a transition services agreement with Cogent, pursuant to which Cogent provided certain accounting, administrative, customer support and information technology support services to the Casper terminal for three months following the closing date, while we transitioned such services to our management. Registration Rights Agreement In connection with the issuance of the Equity Consideration, on November 17, 2015 we entered into a registration rights agreement with Cogent, the terms of which will require us to register the 1,733,582 common units issued to Cogent with the Securities and Exchange Commission to allow for the resale of such common units following the expiration of the restriction period on November 17, 2016, or as soon as reasonably practicable thereafter. Pursuant to the terms of the registration rights agreement, we have agreed to pay any expenses incurred in connection with the registration of the Equity Consideration and any public offering thereof, other than any underwriting discount or selling commission. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [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 a facilities connection agreement among us and Gibson Energy Partnership, or Gibson, that we entered into during 2014 in connection with the development of our Hardisty terminal. The collaborative arrangement is further discussed in Note 11. Collaborative Arrangement . As of December 31, 2015 and 2014 , we had restricted cash balances of $4.6 million and $6.5 million , respectively, for undistributed amounts retained in our joint revenue collection bank account. |
Accounts Receivable (Notes)
Accounts Receivable (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | ACCOUNTS RECEIVABLE We had allowances for doubtful accounts of approximately $21 thousand and $24 thousand at December 31, 2015 and 2014 , respectively. We had no bad debt expense for the years ended December 31, 2015 and 2013 , and approximately $1.4 million for the year ended December 31, 2014 , which is included in "Selling, general and administrative" in our consolidated statements of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT Our property and equipment is comprised of the following: December 31, Estimated Useful Lives (Years) 2015 2014 (in thousands) Land $ 9,549 $ 3,279 N/A Trackage and facilities 110,557 78,938 20 Pipeline 10,295 — 20 Equipment 8,237 5,611 5-10 Furniture 43 51 5 Total property and equipment 138,681 87,879 Accumulated depreciation (8,326 ) (4,326 ) Construction in progress 2,655 506 Property and equipment, net $ 133,010 $ 84,059 The cost of property and equipment classified as “Construction in progress” is excluded from costs being depreciated. These amounts represent property that was not yet ready to be placed into productive service as of the respective balance sheet date. We had no capitalized interest costs for the years ended December 31, 2015 and 2013 , and $230 thousand of capitalized interest costs for the year ended December 31, 2014 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. Our goodwill originated from the Casper terminal acquisition and is fully associated with our terminalling services segment. As of December 31, 2015 , the carrying amount of goodwill was $34.0 million . We test goodwill for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. Intangible Assets The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): December 31, 2015 Amortizable intangible assets: Carrying amount: Customer service agreements $ 125,960 Other 106 Total carrying amount 126,066 Accumulated amortization: Customer service agreements 1,484 Other 1 Total accumulated amortization 1,485 Total intangible assets, net $ 124,581 Our amortizable intangible assets at December 31, 2015 , originated from our acquisition of the Casper terminal and are directly associated with our terminalling services segment. Refer to Note 4 — Acquisitions, for additional discussion of the Casper terminal acquisition. The customer service agreements are multi-year, take-or-pay agreements. The value of the intangible assets was based on the present value of the future revenue stream expected to be derived from our relationships with the existing customers of the Casper terminal, which we expect to continue over a period of approximately 10 years. The remaining average life of the agreements is 2.78 years until the next renewal. We are amortizing our intangibles over the 10 years estimated useful lives of these assets. The pre-tax amortization expense associated with intangible assets totaled approximately $1.5 million for the year ended December 31, 2015 . We expect that our pre-tax amortization expense for each of the next five years associated with our intangible assets at December 31, 2015 will approximate $12.6 million . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Credit Agreement In connection with our IPO, we entered into a $300 million senior secured credit agreement, the Credit Agreement, comprised of a $200 million revolving credit facility, the Revolving Credit Facility, and a $100 million term loan, the Term Loan Facility (borrowed in Canadian dollars), with Citibank, N.A., as administrative agent, and a syndicate of lenders. The Credit Agreement is a five year committed facility that matures October 15, 2019, unless amended or extended. On November 13, 2015, we entered into an amendment of our existing secured revolving credit facility to raise the commitments thereunder to $ 300 million with the option to further increase the unsecured revolving credit facility to $ 400 million subject to receipt of lender commitments and satisfaction of other conditions. This modification agreement did not impact the interest rate, the October 15, 2019 maturity date of the Term Loan Facility, or collateral and guarantees under the original agreement. In connection with the amendment, we incurred additional deferred financing costs of $0.9 million , which, in addition to the deferred financing costs from the original agreement, will be amortized over the life of the remaining term of the Credit Agreement using the effective interest method. 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 we make payments on the Term Loan Facility, availability equal to the U.S. dollar equivalent amount of the payments is transferred from the Term Loan Facility to the Revolving Credit Facility automatically, ultimately increasing availability on the Revolving Credit Facility to $400 million once the Term Loan Facility is fully repaid. In addition, we also have the ability to increase the maximum amount of credit available under the Credit Agreement by an aggregate amount of up to $100 million , to a total facility size of $500 million , as amended, subject to receiving increased commitments from lenders or other financial institutions and satisfaction of other specified conditions. The Revolving Credit Facility includes an aggregate $20 million sublimit for standby letters of credit and a $20 million sublimit for swingline loans. Obligations under the Revolving Credit Facility are guaranteed by our restricted subsidiaries, and are secured by a first priority lien on our assets and those of our restricted subsidiaries other than certain excluded assets. The Term Loan Facility was used to fund a $100 million distribution to USDG and 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, or LIBOR, the Canadian Dealer Offered Rate, or CDOR, a base rate, or Canadian prime rate, in each case, plus an applicable margin. Our borrowings under the Revolving Credit Agreement bear interest at either a base rate and Canadian prime rate plus an applicable margin ranging from 1.25% to 2.25% , or at LIBOR or CDOR plus an applicable margin ranging from 2.25% to 3.25% . Borrowings under the Term Loan Facility bear interest at either the base rate or Canadian prime rate 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 of 0.375% 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 2.71% and 3.87% at December 31, 2015 and 2014 , respectively. 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 the following financial ratios, each determined on a quarterly basis for the immediately preceding four quarter period then ended (or such shorter period as shall apply, on an annualized basis): • Consolidated Interest Coverage Ratio (as defined in the credit agreement), of at least 2.50 to 1.00; Consolidated Leverage Ratio of not greater than 4.50 to 1.00 (or 5.00 to 1.00 at any time after we have issued at least $150.0 million of unsecured notes). In addition, upon the consummation of a Material Acquisition (as defined in our Credit Agreement), for the fiscal quarter in which the Material Acquisition is consummated and for two fiscal quarters immediately following such fiscal quarter (the “Material Acquisition Period”), if elected by us by written notice to the Administrative Agent given on or prior to the date of such acquisition, the maximum permitted ratio shall be increased by 0.50 to 1.00 above the otherwise relevant level; and • after we have issued at least $150.0 million of unsecured notes, a Consolidated Senior Secured Leverage Ratio (as defined in the Credit Agreement) of not greater than 3.50 to 1.00 (or 4.00 to 1.00 during a Material Acquisition Period). Our acquisition of the Casper terminal qualifies as a Material Acquisition as defined under the terms of the Credit Agreement, and as a result, our Consolidated Total Leverage Ratio is increased to 5.00 to 1.00 from the previous 4.50 to 1.00, and will be effective through the second quarter of 2016. Our Credit Agreement generally prohibits us from making cash distributions (subject to exceptions as set forth in the Credit Agreement) except so long as no default exists or would be caused thereby, we may make cash distributions to unitholders up to the amount of our available cash (as defined in our partnership agreement). The Credit Agreement contains events of default, including, but not limited to (and subject to grace periods in circumstances set forth in the Credit Agreement), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant that does not have certain materiality qualifiers contained in the Credit Agreement or related loan documentation, any representation, warranty or certification made or deemed made in the agreements or related loan documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in our ownership or the ownership of our general partner, material judgments or orders, certain judgment defaults, ERISA events or the invalidity of the loan documents. Upon the occurrence and during the continuation of an event of default under the agreements, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against us and the collateral as may be available to the lenders under the agreements and related documentation or applicable law. As of December 31, 2015 , we were in compliance with the covenants set forth in our Credit Agreement. We determined the capacity available to us under the terms of our Credit Agreement as follows: December 31, 2015 2014 (in millions) Aggregate borrowing capacity under Credit Agreement $ 400.0 $ 300.0 Less: Term Loan Facility amounts outstanding 41.5 81.4 Revolving Credit Facility amounts outstanding 201.0 — Letters of credit outstanding — — Available under Credit Agreement (1) $ 157.5 $ 218.6 (1) Pursuant to the terms of our Credit Agreement, our borrowing capacity for 2015 is limited to 5.0 times consolidated EBITDA for the two quarters following a material acquisition, as defined in our Credit Agreement, at which time the limit returns to 4.5 times consolidated EBITDA. Our acquisition of the Casper terminal is treated as a material acquisition under the terms of our Credit Agreement and as a result, the 5.0 times consolidated EBITDA covenant will be effective through June 30, 2016. 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 million . The BOK Credit Agreement was guaranteed by all USDG subsidiaries, including us. The outstanding balance under the BOK Credit Agreement was $30.0 million at December 31, 2013, which expanded in 2014 to $97.8 million after borrowing approximately $67.8 million , net of deferred financing costs, for costs associated with constructing the Hardisty 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. The average interest rate was 3.90% and 3.92% for the years ended December 31, 2014 and 2013 , respectively, in addition to a fee of 0.50% that was charged on the unused portion of the BOK Credit Agreement. A detail of interest expense from continuing operations is as follows: For the Years Ended December 31, 2015 2014 2013 (in thousands) Interest expense on BOK Credit Agreement $ — $ 2,819 $ 1,821 Interest expense on Credit Agreement 3,709 950 — Amortization of deferred financing costs 659 1,056 1,420 Total interest expense $ 4,368 $ 4,825 $ 3,241 Details regarding the composition of our long-term debt balances are as follows: December 31, 2015 2014 (in thousands) Term Loan Facility $ 41,539 $ 81,358 Revolving Credit Facility 201,000 — Less: Deferred financing costs, net (3,095 ) $ (2,900 ) Total long-term debt, net $ 239,444 $ 78,458 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 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 terminalling services agreements. 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. A majority of our deferred revenue derived from the make-up rights provisions of our terminalling services agreements are denominated in Canadian dollars and translated into U.S. dollars at the exchange rate in effect at the end of the period. As a result, the balance of our deferred revenue may vary from period to period due to changes in the exchange rate between the U.S. dollar and the Canadian dollar. Our deferred revenues also include amounts collected in advance 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 likewise prepaid the rent on our railcar leases that are associated with these deferred revenues, which we will recognize as expense concurrently with our recognition of the associated revenue. The following table provides a detail of our deferred revenue with unrelated parties as reflected in our consolidated balance sheets: December 31, 2015 2014 (in thousands) Customer prepayments $ 1,763 $ 3,505 Minimum monthly commitment fees 20,395 12,035 Total deferred revenue, current portion $ 22,158 $ 15,540 Customer prepayments $ 2,022 $ 3,656 Total deferred revenue, net of current portion $ 2,022 $ 3,656 Refer to Note 12— Transactions with Related Parties for a discussion of deferred revenues associated with related parties included in our consolidated balance sheets. |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements | COLLABORATIVE ARRANGEMENTS We entered into a facilities connection agreement in 2014 with Gibson under which Gibson developed, constructed and operates a pipeline and related facilities connecting to our Hardisty terminal. Gibson’s storage terminal is the exclusive means by which our Hardisty terminal receives crude oil. Subject to certain limited exceptions regarding manifest train facilities, this pipeline to our Hardisty 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 terminal based on a predetermined formula. For the years ended December 31, 2015 and 2014 , we recorded $17.2 million and $3.6 million , respectively, as "Pipeline fees" in our consolidated statements of operations. Additionally, at December 31, 2015 and 2014 , we had prepaid pipeline fees of $6.4 million and $4.1 million , respectively, included in our "Prepaid expenses" on our consolidated balance sheets, which will be recognized as expense concurrently with the recognition of revenue that we deferred in connection with our minimum monthly volume commitments. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 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-related midstream infrastructure 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 our IPO, USDG held a 98.0% limited partner interest in us and at December 31, 2015 , retained an aggregate 50.1% 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 currently holds a 2% 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. In connection with the Equity Consideration issued to Cogent, for the Casper terminal acquisition, our general partner contributed $0.3 million to us in exchange for 34,053 additional general partner units to maintain its 2% general partner interest in us. Initial Public Offering Transactions In connection with our IPO, we entered into agreements regarding the vesting of assets in, and the assumption of liabilities by us and our subsidiaries, and the application of the proceeds from the IPO. We also completed other transactions in connection with the closing of our IPO pursuant to which USD conveyed to us its ownership interests in each of its subsidiaries that own or operate the Hardisty, San Antonio and West Colton 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, in each case representing limited partner interests in us, (2) assumed $30 million of borrowings under a senior secured credit agreement payable to Bank of Oklahoma and (3) granted USDG the right to receive $100 million . Additionally, we issued our general partner 427,083 General Partner Units, representing a 2.0% general partner interest in us, as well as all of our incentive distribution rights. We have entered into various agreements as discussed below with our general partner, USDG and its affiliates on terms that we consider to be no less favorable to us or our subsidiaries than those that could have been negotiated with unaffiliated parties for similar services. Omnibus Agreement At the closing of our IPO, we entered into an omnibus agreement with USD and USDG, certain of our subsidiaries and our general partner that provide for the following matters: • our payment of an annual amount to USDG, initially estimated to be $4.9 million , for providing certain general and administrative services by USDG and its affiliates, which included a fixed annual fee of $2.5 million for 2015 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 any Hardisty expansion projects as well as other additional midstream infrastructure 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; and • 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. 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 amounts charged to us under the omnibus agreement for the year ended December 31, 2015 and 2014 was $4.7 million and $0.4 million and is recorded in "Selling, general and administrative — related party" in our consolidated statement of operations. As of December 31, 2015 and 2014 , we had a payable balance in respect to these costs of $0.2 million and $0.5 million , respectively, recorded as "Accounts payable — related party". Right of First Offer Under the omnibus agreement, until the seven th anniversary of the closing of our IPO, prior to engaging in any negotiation regarding the sale, transfer or disposition of certain specified expansion projects at our Hardisty terminal retained by USDG or any other midstream infrastructure assets that USD or USDG may develop, construct or acquire, USD or USDG is required to provide written notice to us setting forth the material terms and conditions upon which USD or USDG would sell or transfer such assets or businesses to us. Following the receipt of such notice, we will have 60 days to determine whether the asset is suitable for our business at that particular time, and to propose a transaction with USD or USDG. We and USD or USDG will then have 60 days to negotiate in good faith to reach an agreement on such transaction. If we and USD or USDG, as applicable, are unable to agree on terms during such 60 -day period, then USD or USDG, as applicable, may transfer such asset to any third party during a 180 -day period following the expiration of such 60 -day period on terms generally no less favorable to the third party than those included in the written notice. Our decision to make any offer will require the approval of the conflicts committee of the board of directors of our general partner. The consummation and timing of any acquisition by us of the assets covered by our right of first offer will depend on, among other things, USD or USDG’s decision to sell an asset covered by our right of first offer, our ability to reach an agreement with USD or USDG on price and other terms and our ability to obtain financing on acceptable terms. USD or USDG are under no obligation to accept any offer that we may choose to make. Additionally, the approval of Energy Capital Partners is required for the sale of any assets by USD or its subsidiaries, including sales to or by USDG and us (other than sales in the ordinary course of business), acquisitions of securities of other entities that exceed specified materiality thresholds and any material unbudgeted expenditures or deviations from our approved budgets. Energy Capital Partners may make these decisions free of any duty to us and our unitholders. This approval would be required for the potential acquisition by us of any Hardisty expansion projects, as well as any other projects or assets that USD or USDG may develop or acquire in the future or any third party acquisition we may intend to pursue jointly or independently from USD or USDG. Energy Capital Partners is under no obligation to approve any such transaction. Indemnification Under the omnibus agreement, USDG has agreed to indemnify us for all known and certain unknown environmental liabilities that are associated with the ownership or operation of our assets and due to occurrences on or before October 15, 2014, the closing date of our IPO. Indemnification for any unknown environmental liabilities is limited to liabilities due to occurrences on or before October 15, 2014 and are identified prior to October 15, 2017, and are subject to an aggregate deductible of $500,000 before we are entitled to indemnification. Additionally, the omnibus agreement imposes a $10.0 million ceiling on the amount for which USDG indemnifies us with respect to environmental claims once we meet the deductible, if applicable. USDG also indemnifies us for certain defects in title to the assets contributed to us and failure to obtain certain consents, licenses and permits necessary to conduct our business, including the cost of curing any such condition and certain tax liabilities attributable to the operation of the assets contributed to us prior to the time they were contributed that are identified prior to the fifth anniversary of the closing of our IPO. USDG also indemnifies us for liabilities, subject to an aggregate deductible of $500,000 , relating to: • the assets contributed to us, other than environmental liabilities, that arise out of the ownership or operation of the assets prior to the closing of the IPO and that are asserted prior to the third anniversary of the closing of the IPO; • events and conditions associated with any assets retained by USDG; and • all tax liabilities attributable to the assets contributed to us arising prior to the closing of the IPO or otherwise related to USDG’s contribution of those assets to us in connection with the IPO. 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 in June 2013, prior to our formation. The assumption was effective as of January 1, 2015 and included reimbursement to us for any amounts we paid subsequent to the effective date. For the year ended December 31, 2015 , we were reimbursed approximately $2.9 million by USDG pursuant to terms of our agreement with USDG. As of December 31, 2015 , we had no amounts receivable in respect to these costs. 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, collectively referred to as the VIEs. The managing member of the VIEs is a member of the board of directors of USD. 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, nor do we have the power to remove the managing member under the terms of the VIE's limited liability company agreements. 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. At December 31, 2015 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable — related party $ 196 $ — $ — Deferred revenue, current portion — related party — 1,287 — Deferred revenue, net of current portion — related party — 1,542 — $ 196 $ 2,829 $ — At 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 $1.9 million , $1.5 million and $1.0 million during the years ended December 31, 2015 , 2014 and 2013 , 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, or J. Aron, a wholly owned subsidiary of The Goldman Sachs Group, Inc., or GS, as well as USD Marketing LLC, or USDM, 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 terminal operations. GS ceased to be a principal shareholder of USD in October 2014, and as a result, for 2015, J. Aron is no longer treated as a related party. The terms and conditions of these agreements are similar to the terms and conditions of our agreements with unrelated parties at the Hardisty 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. Information about related party sales to J. Aron is presented below: For the Years Ended December 31, 2014 2013 (in thousands) Terminalling services — related party $ 3,499 $ — Freight and other reimbursables — related party 464 2,624 $ 3,963 $ 2,624 We did not have an outstanding balance due from J. Aron as of December 31, 2014 . Information about related party sales to USDM is presented below: For the Years Ended December 31, 2015 2014 2013 (in thousands) Terminalling services — related party $ 5,228 $ — $ — Fleet leases — related party 4,123 — — Fleet services — related party 966 — — Freight and other reimbursables — related party 85 — — $ 10,402 $ — $ — As of December 31, 2015 , we had a receivable balance from USDM of $1.7 million recorded in "Accounts receivable — related party." We did not have any amounts receivable from USDM at December 31, 2014 . We also had deferred revenue related to USDM recorded in "Deferred revenue, current portion — related party" of $4.2 million and $2.6 million as of December 31, 2015 and 2014 , respectively. 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 we would have 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 amounts charged to us for overhead cost allocations for the years ended December 31, 2014 and 2013 , were $3.5 million and $3.0 million , respectively, which were recorded in "Selling, general and administrative — related party" in the consolidated statements of operations. Loan from USDG On December 13, 2013, USDTC, or the Borrower, entered into an unsecured loan facility with USDG, the USDG Loan, for an initial loan amount of C$45.2 million with the capacity to increase to C$70.0 million . Under the USDG Loan agreement, the Borrower agreed to repay amounts advanced as requested by USDG. The loan facility was restricted for purposes of constructing the Borrower’s terminal at Hardisty, Alberta and expenses relating to its operation. The terms of the USDG Loan agreement did not provide for any interest charges for advanced amounts outstanding nor was there a stated termination date. The Borrower repaid the amounts outstanding in full during 2014. Cash Distributions During the the year ended December 31, 2015 , we paid the following aggregate cash distributions to USDG as a holder of our common units and all of our subordinated units and to USD Partners GP LLC for their general partner interest. Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) January 29, 2015 February 9, 2015 February 13, 2015 $ 2,817 $ 102 April 28, 2015 May 11, 2015 May 15, 2015 3,322 123 July 30, 2015 August 10, 2015 August 14, 2015 3,352 124 October 29, 2015 November 9, 2015 November 13, 2015 3,381 125 $ 12,872 $ 474 Transition Services Agreement In connection with our acquisition of the Casper terminal, we entered into a transition services agreement with Cogent, pursuant to which Cogent provided certain accounting, administrative, customer support and information technology support services to the Casper terminal for three months following the November 17, 2015, closing date, while we transitioned such services to our management. Two of our officers are the principal owners of Cogent, and as such, are considered to be beneficiaries of this agreement. We incurred approximately $44 thousand of expenses pursuant to the terms of this agreement for November and December of 2015 . |
Partners' Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Partners' Capital | PARTNERS' CAPITAL The common units and subordinated units represent limited partner interests in us. The holders of common units and subordinated units are entitled to participate in partnership distributions and are entitled to exercise the rights and privileges available to limited partners under our partnership agreement. The Class A units are limited partner interests in our partnership that entitle the holders to nonforfeitable distributions that are equivalent to the distributions paid in respect of our common units (excluding any arrearages of unpaid minimum quarterly distributions from prior quarters) and as a result are considered participating securities. The Class A units do not have voting rights and will vest in four equal annual installments over the first four years following the consummation of the IPO only if we grow our annualized distributions each year. If we do not achieve positive distribution growth in any of these years, the Class A units that would otherwise vest for that year will be forfeited. The Class A units contain a conversion feature, which, upon the vesting of the Class A units, provides for the conversion of the Class A units into common units based on a conversion factor that is tied to the level of our distribution growth for the applicable year. The conversion factor will not be more than 1.25 for the first vesting tranche, 1.5 for the second vesting tranche, 1.75 for the third vesting tranche and 2.0 for the last vesting tranche. Our partnership agreement provides that, while any subordinated units remain outstanding, the common units and Class A units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to our minimum quarterly distribution per unit, plus (with respect to the common units) any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Subordinated units will convert into common units on a one -for-one basis in separate sequential tranches. Each tranche will be comprised of 20.0% of the subordinated units outstanding immediately following the IPO. A separate tranche will convert on each business day occurring on or after December 31, 2015 (but no more than once in any twelve-month period), provided on that date (i) distributions of available cash from operating surplus on each of the outstanding common units, Class A units, subordinated units and general partner units equaled or exceeded $1.15 per unit (the annualized minimum quarterly distribution) for the four quarter period immediately preceding that date; (ii) the adjusted operating surplus generated during the four quarter period immediately preceding that date equaled or exceeded the sum of $1.15 per unit (the annualized minimum quarterly distribution) on all of the common units, Class A units, subordinated units and general partner units outstanding during that period on a fully diluted basis; and (iii) there are no arrearages in the payment of the minimum quarterly distribution on the common units. For each successive tranche, the four quarter period specified in clauses (i) and (ii) above must commence after the four quarter period applicable to any prior tranche of subordinated units. The board of directors of our general partner has adopted a cash distribution policy pursuant to which we intend to distribute at least the minimum quarterly distribution of $0.2875 per unit ( $1.15 per unit on an annualized basis) on all of our units to the extent we have sufficient available cash after the establishment of cash reserves and the payment of our expenses, including payments to our general partner and its affiliates. The board of directors of our general partner may change our distribution policy at any time and from time to time. Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis. The amount of distributions we pay under our cash distribution policy and the decision to make any distribution is determined by our general partner. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Fleet Lease Income We serve as lessor on non-cancellable operating leases with customers who are required to pay minimum balances under an agreement for railcars that are currently being leased by us under non-cancellable operating leases. These agreements run for various terms through 2021 . Under these agreements, we recognized lease income of $7.7 million , $8.8 million and $13.6 million for each of the years ended December 31, 2015 , 2014 and 2013 , respectively, which are recorded in "Fleet leases" in our consolidated statements of operations. We did not have any contingent rentals with respect to these periods. The following table presents future minimum lease rentals due to us under non-cancellable railcar operating leases (in thousands): Year ending December 31, 2016 $ 4,630 2017 4,698 2018 4,054 2019 4,054 2020 4,054 Thereafter 7,822 Total $ 29,312 Rail Service Agreements We have rail service agreements at our terminal facilities with labor service providers that expire at various dates from 2016 through 2019 . After the initial term of the agreements, the rail service contracts will continue to be in effect for consecutive one -year terms unless either party provides the other party written notice prior to end of the term. Under these agreements, we incurred approximately $7.7 million , $7.0 million and $1.9 million in service fees for the years ended December 31, 2015 , 2014 and 2013 , respectively, which are recorded in "Subcontracted rail services" on our consolidated statements of operations. The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2016 $ 6,974 2017 5,971 2018 6,096 2019 3,719 Total $ 22,760 Operating Leases We have non-cancellable operating leases for railroad tracks, land surfaces, and railcars that expire on various dates from 2016 through 2024. We incurred $0.4 million , $0.3 million and $0.3 million in lease expenses related to buildings, offices, tracks and land for the years ended December 31, 2015 , 2014 and 2013 , respectively, which are recorded in "Selling, general & administrative" in our consolidated statements of operations. We incurred fleet service expenses of $11.8 million , $8.8 million and $13.6 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, which are recorded in "Fleet leases" on our consolidated statements of operations. The approximate amount of our future minimum lease payments under non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2016 $ 4,734 2017 4,805 2018 4,071 2019 4,071 2020 4,072 Thereafter 7,880 Total $ 29,633 Contingent Liabilities From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. We do not believe that we are currently a party to any such proceedings that will have a material adverse impact on our financial condition or results of operations. In connection with the railcar services we provide, we regularly incur cleanup and repair costs for railcars upon our return of these railcars to the lessors. We typically pass such costs through to our customers pursuant to the lease agreements we have with them. A legacy customer related to a terminal sold by USD prior to our IPO returned over 160 railcars to us in 2014, approximately 130 of which the lessors claim require additional cleaning and repair from alleged corrosion. We are currently in discussions with the lessors and our customers regarding the validity of these additional costs. We believe that our customer will ultimately be responsible for any costs associated with these returns, and USD has agreed to indemnify us to the extent that we are unable to recover any such costs from our customer. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 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 fixed 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 railcars and fleet services related to the transportation of liquid hydrocarbons and biofuels under long-term, take-or-pay contracts. Corporate activities are not considered a reportable segment, but are included to present corporate and financing transactions which are not allocated to the established reporting segments. Our segments offer different services and are managed accordingly. Our chief operating decision maker, or CODM, regularly reviews financial information about both segments in order to allocate resources and evaluate performance. Our CODM assesses segment performance based on Segment Adjusted EBITDA, which we define as 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 expenses 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. The following tables summarize our reportable segment data for continuing operations: For the Year Ended December 31, 2015 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 58,841 $ — $ — $ 58,841 Terminalling services — related party 5,228 — — 5,228 Railroad incentives 434 — — 434 Fleet leases — 7,710 — 7,710 Fleet leases — related party — 4,123 — 4,123 Fleet services — 622 — 622 Fleet services — related party — 2,840 — 2,840 Freight and other reimbursables — 1,880 — 1,880 Freight and other reimbursables — related party — 85 — 85 Total revenue 64,503 17,260 — 81,763 Operating costs Subcontracted rail services 7,710 — — 7,710 Pipeline fees 17,249 — — 17,249 Fleet leases — 11,833 — 11,833 Freight and other reimbursables — 1,965 — 1,965 Selling, general and administrative 5,924 1,035 7,483 14,442 Depreciation and amortization 6,110 — — 6,110 Total operating costs 36,993 14,833 7,483 59,309 Operating income (loss) 27,510 2,427 (7,483 ) 22,454 Interest expense 2,026 — 2,342 4,368 Gain associated with derivative instruments (5,161 ) — — (5,161 ) Foreign currency transaction loss (gain) 166 43 (410 ) (201 ) Provision for income taxes 5,581 173 1 5,755 Income (loss) from continuing operations $ 24,898 $ 2,211 $ (9,416 ) $ 17,693 Total assets $ 316,232 $ 5,719 $ 6,447 $ 328,398 Capital expenditures $ 1,671 $ — $ — $ 1,671 For the Year Ended December 31, 2014 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 18,266 $ — $ — $ 18,266 Terminalling services — related party 3,499 — — 3,499 Railroad incentives 719 — — 719 Fleet leases — 8,788 — 8,788 Fleet services — 720 — 720 Fleet services — related party — 1,501 — 1,501 Freight and other reimbursables — 2,141 — 2,141 Freight and other reimbursables — related party — 464 — 464 Total revenue 22,484 13,614 — 36,098 Operating costs Subcontracted rail services 6,994 — — 6,994 Pipeline fees 3,625 — 3,625 Fleet leases — 8,788 — 8,788 Freight and other reimbursables — 2,605 — 2,605 Selling, general and administrative 6,290 2,650 1,868 10,808 Depreciation 2,631 — — 2,631 Total operating costs 19,540 14,043 1,868 35,451 Operating income (loss) 2,944 (429 ) (1,868 ) 647 Interest expense 3,600 — 1,225 4,825 Gain associated with derivative instruments (1,536 ) — — (1,536 ) Foreign currency transaction loss (gain) 4,406 (17 ) 461 4,850 Provision (benefit) for income taxes 47 140 (1 ) 186 Loss from continuing operations $ (3,573 ) $ (552 ) $ (3,553 ) $ (7,678 ) Total assets $ 105,093 $ 7,692 $ 35,495 $ 148,280 Capital expenditures $ 33,736 $ — $ — $ 33,736 For the Year Ended December 31, 2013 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 7,130 $ — $ — $ 7,130 Terminalling services — related party — — — — Fleet leases — 13,572 — 13,572 Fleet services — 235 — 235 Fleet services — related party — 962 — 962 Freight and other reimbursables — 1,778 — 1,778 Freight and other reimbursables — related party — 2,624 — 2,624 Total revenue 7,130 19,171 — 26,301 Operating costs Subcontracted rail services 1,898 — — 1,898 Fleet leases — 13,572 — 13,572 Freight and other reimbursables — 4,402 — 4,402 Selling, general and administrative 3,704 380 374 4,458 Depreciation 502 — — 502 Total operating costs 6,104 18,354 374 24,832 Operating income (loss) 1,026 817 (374 ) 1,469 Interest expense 3,241 — — 3,241 Foreign currency transaction loss 39 — — 39 Provision for income taxes 21 9 — 30 Income (loss) from continuing operations $ (2,275 ) $ 808 $ (374 ) $ (1,841 ) Total assets $ 68,995 $ 8,197 $ — $ 77,192 Capital expenditures $ 56,114 $ — $ — $ 56,114 Segment Adjusted EBITDA The following table provides a reconciliation of Adjusted EBITDA to income (loss) from continuing operations: For the Years Ended December 31, 2015 2014 2013 (in thousands) Adjusted EBITDA Terminalling services $ 45,347 $ 15,397 $ 1,528 Fleet services 2,427 1,187 817 Corporate activities (5,022 ) (1,318 ) (374 ) Total Adjusted EBITDA 42,752 15,266 1,971 Add (deduct): Interest expense (4,368 ) (4,825 ) (3,241 ) Depreciation and amortization (6,110 ) (2,631 ) (502 ) Provision for income taxes (5,755 ) (186 ) (30 ) Gain associated with derivative instruments 5,161 1,536 — Settlement of derivative contracts (1) (4,283 ) (344 ) — Unit based compensation expense (2,461 ) (550 ) — Foreign currency transaction gain (loss) (2) 201 (4,850 ) (39 ) Unrecovered reimbursable freight costs (3) — (1,616 ) — Deferred revenue associated with minimum monthly commitment fees (4) (7,444 ) (9,478 ) — Income (loss) from continuing operations $ 17,693 $ (7,678 ) $ (1,841 ) (1) The amounts presented represent the gross proceeds received at the time the derivative contracts were settled and do not consider the amounts paid in connection with the initial purchase of the derivative contracts. We purchased the derivative contracts for $403 thousand and $64 thousand with respect to the contracts settled in the years ended December 31, 2015 and 2014 , respectively. (2) Represents foreign exchange transaction gains or losses associated with activities between our U.S. and Canadian subsidiaries. (3) Represents costs incurred with respect to unrecovered reimbursable freight costs associated with the initial delivery of railcars in support of our Hardisty terminal. (4) 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) the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) revenue recognized in the current period that was previously deferred; and (c) expense recognized for previously prepaid Gibson pipeline fees, which correspond with the revenue recognized that was previously deferred. Refer to additional discussion of deferred revenue in Note 10 of these consolidated financial statements. The following tables summarize the geographic data for our continuing operations: For the Year Ended December 31, 2015 U.S. Canada Total (in thousands) Revenues Third party $ 20,134 $ 49,353 $ 69,487 Related party $ 6,945 $ 5,331 $ 12,276 Total assets $ 250,309 $ 78,089 $ 328,398 For the Year Ended December 31, 2014 U.S. Canada Total (in thousands) Revenues Third party $ 17,049 $ 13,585 $ 30,634 Related party $ 1,933 $ 3,531 $ 5,464 Total assets $ 50,967 $ 97,313 $ 148,280 For the Year Ended December 31, 2013 U.S. Canada Total (in thousands) Revenues Third party $ 22,715 $ — $ 22,715 Related party $ 3,586 $ — $ 3,586 Total assets $ 17,825 $ 59,367 $ 77,192 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES U.S. Federal and State Income Taxes We are treated as a partnership for federal and most state income tax purposes, with each partner being separately taxed on their share of our taxable income. One of our subsidiaries, USD Rail LP, has elected to be classified as an entity taxable as a corporation for U.S. federal income tax purposes. We are subject to state franchise taxes in some states, which are treated as income taxes under the applicable accounting guidance. Our U.S. federal income tax expense represents our annual effective income tax rate of 34% for the year ended December 31, 2015 as applied to the pretax book income of USD Rail LP. For the year ended December 31, 2014 , there was a net loss resulting in a loss carryforward for federal income tax purposes and an effective franchise tax rate of 0.50% . For the year ended December 31, 2013 , due to the partnership status of USD Rail LP, we had no federal income taxes and an effective franchise tax rate of 0.50% . Canadian Federal and Provincial Income Taxes Our Canadian operations are conducted through entities that are subject to Canadian federal and provincial income taxes. The Canadian federal income tax rate on business income is currently 15% . In June 2015, the Canadian province of Alberta enacted a tax rate increase, effective July 1, 2015, which raised income tax rates on Alberta businesses from a previous rate of 10% to 11% for all of 2015 , further increasing to 12% beginning January 1, 2016. As a result, we recognized income tax liabilities and expenses in our consolidated financial statements based upon these recently enacted income tax rates. Our current income tax expense related to income from our Canadian operations was computed using the combined federal and provincial income tax rate of 26% applicable to taxable income for 2015 . We computed our deferred income tax expense, which is the result of temporary differences that are expected to reverse in the future, at the combined federal and provincial income tax rate of 27% applicable in 2016 and thereafter. Our Canadian income tax expense represents our annual effective tax rates of 26% for the year ended December 31, 2015 as applied to the pretax book income of our Canadian operations. For the years ended December 31, 2014 and 2013 , there was a net loss in our Canadian operations resulting in a loss carryforward. Consolidated Income Tax Expense Components of our income tax expense are presented below: Years Ended December 31, 2015 2014 2013 (in thousands) Current income tax expense U.S. federal income taxes $ 45 $ — $ — State income taxes 154 156 30 Canadian federal and provincial income taxes 4,742 30 — Total current income tax expense 4,941 186 30 Deferred income tax expense Canadian federal and provincial income taxes 814 — — Total deferred income tax expense 814 — — Total income tax expense $ 5,755 $ 186 $ 30 The components of our income (loss) before income taxes and a reconciliation between income tax expense based on the U.S. statutory income tax rate and our effective income tax expense are presented below: Years Ended December 31, 2015 2014 2013 (in thousands) Domestic $ 3,222 $ (2,374 ) $ (1,527 ) Foreign 20,226 (5,118 ) (284 ) Total income (loss) before income taxes $ 23,448 $ (7,492 ) $ (1,811 ) Income tax expense (benefit) at the U.S. statutory rate $ 7,972 $ (2,547 ) $ (634 ) Income attributable to partnership not subject to income tax 247 933 536 Foreign income tax rate differential (2,303 ) 313 28 Other 135 — 10 State income taxes 125 156 30 Change in valuation allowance (421 ) 1,331 60 Total income tax expense $ 5,755 $ 186 $ 30 Our deferred income taxes reflect the income tax effect of differences between the carrying amounts of our assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Major components of deferred income tax assets and liabilities associated with our operations are as follows: December 31, 2015 2014 (in thousands) Deferred income tax assets Deferred revenues $ 1,245 $ 1,939 Capital and operating loss carryforwards 424 1,496 Valuation allowance (970 ) (1,391 ) 699 2,044 Deferred income tax liabilities Prepaid expense 673 1,098 Property and equipment 775 946 1,448 2,044 Net deferred income tax liability $ 749 $ — During the year ended December 31, 2015 , we utilized all of our available loss carryforward of $0.7 million at December 31, 2014 for U.S. federal income tax purposes. The Canadian loss carryforward was approximately $4.9 million and $8.5 million at December 31, 2015 and 2014 , respectively, and will begin expiring in 2033 . The Canadian loss carryforward includes operating losses generated by USD Rail Canada ULC, which is treated as a disregarded entity for U.S. federal income tax purposes and as a corporation for Canadian federal and provincial income tax purposes. Due to the dual nature of USD Rail Canada ULC, as it relates to the taxation of its income, the Canadian operating loss carryforward does not give rise to a deferred income tax asset as the U.S. federal income tax benefit from the operating loss carryforward has been fully utilized. We have not recognized a benefit for remaining losses associated with our U.S. and Canadian operations, as we currently consider it to be more likely than not that the benefit from the loss carryforward will not be realized. The income tax returns filed by USD for the periods from January 1, 2009, through December 31, 2014, are subject to examination by the taxing authorities. The results of such examinations may affect us as the results of any findings could be passed down to us. Income tax returns for our Canadian operations filed for the periods ended December 31, 2014 and 2013 , are subject to examination by the taxing authorities. At December 31, 2015 and 2014 , neither we nor our Canadian operations were under examination. We did not have any unrecognized income tax benefits or any income tax reserves for uncertain tax positions as of December 31, 2015 and 2014 . |
Major Customers and Concentrati
Major Customers and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Concentration of Credit Risk | MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: Total Revenues by Major Customer (in thousands) Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 12,207 14.9 % 98 % 2 % Customer B $ 11,428 14.0 % 100 % 0 % Customer C $ 9,890 12.1 % 90 % 10 % Customer D $ 10,402 12.7 % 50 % 50 % Customer E $ 8,763 10.7 % 100 % 0 % Customer F $ 8,859 10.8 % 0 % 100 % A substantial portion of our revenues are from a limited number of customers. Our revenues are derived mainly from railcar loading and unloading services for bulk liquid products, switching, other terminalling services, and railcar fleet services. The industry concentration of these customers may impact our overall exposure to credit risk, either positively or negatively, since our customers may be similarly affected by changes in commodity prices, regulation, and other economic factors. We seek high-quality customers with investment grade credit ratings and perform ongoing credit evaluations of our customers. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 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 stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates, particularly with respect to the U.S. dollar and the Canadian dollar. At December 31, 2015 and 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 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 distributions to unitholders, we use derivative financial instruments to partially mitigate this exposure. 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 Our derivative financial instruments are included in the consolidated balance sheets at their fair values as follows: December 31, 2015 2014 (in thousands) Other current assets $ 3,705 $ 1,660 Other non-current assets — — $ 3,705 $ 1,660 In June 2015, we entered into four separate collar arrangements with an aggregate notional value of C$32.0 million on the date executed, which use 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. One of the collar arrangements is scheduled to settle at the end of each fiscal quarter during 2016 with a notional value ranging between C$7.9 million and C$8.1 million . These derivative contracts were executed to secure cash flows totaling C$32.0 million at an exchange rate range where a Canadian dollar is exchanged for an amount between 0.84 and 0.86 U.S. dollars. In May 2014 we entered into collar arrangements with a notional value of C$37.2 million on the date executed, which, similar to the derivative contracts discussed above, used put and call options to limit the amount of loss or gain that we received upon converting the notional value to U.S. dollars. One of the collar arrangements was scheduled to settle at the end of each fiscal quarter through December 31, 2015. These derivative contracts were executed to secure cash flows totaling C$37.2 million at an exchange rate range where a Canadian dollar was exchanged for an amount between 0.91 and 0.93 U.S. dollars. We have not designated our derivative financial instruments as hedges of our foreign currency rate exposures. Therefore, we record these contracts at fair value in our consolidated balance sheets with changes in fair value recorded as "Gain associated with derivative instruments" in our consolidated statements of operations. 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. In connection with our derivative activities, we recognized the following amounts during the periods presented: Years Ended December 31, 2015 2014 2013 (in thousands) Gain associated with derivative instruments $ (5,161 ) $ (1,536 ) $ — We determine the fair value of our derivative financial instruments using third party pricing information that is derived from observable market inputs, which we classify as level 2 with respect to the fair value hierarchy. The following table presents summarized information about the fair values of our outstanding foreign currency contracts: December 31, 2015 December 31, 2014 Notional (C$) Strike Price (1) Market Price (1) Fair Value (in thousands) Portion of option contracts maturing in 2015 Puts (purchased) $ — — — $ — $ 1,729 Calls (written) $ — — — $ — $ (69 ) Portion of option contracts maturing in 2016 Puts (purchased) $ 32,011,290 0.8400 0.7210 $ 3,714 $ — Calls (written) $ 32,011,290 0.8600 0.7210 $ (9 ) $ — Total $ 3,705 $ 1,660 (1) Strike and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars. We record the fair market value of our derivative financial instruments in our consolidated balance sheets as current and long-term assets or liabilities on a net basis by counterparty. The terms of the International Swaps and Derivatives Association, or ISDA, Master Agreement, which governs our financial contracts and include master netting agreements, allow the parties to our derivative contracts to elect net settlement in respect of all transactions under the agreements. The effect of the rights of offset are presented in the table below. December 31, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 3,705 $ — $ (9 ) $ — $ 3,696 Effects of netting arrangements — — 9 — $ 9 Fair value of derivatives - net presentation $ 3,705 $ — $ — $ — $ 3,705 December 31, 2014 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,660 $ — $ (69 ) $ — $ 1,591 Effects of netting arrangements — — 69 — $ 69 Fair value of derivatives - net presentation $ 1,660 $ — $ — $ — $ 1,660 For more information on our accounting policies regarding derivatives, refer to the derivative financial instruments section in Note 2 — Summary of Significant Accounting Policies. |
Unit Based Compensation
Unit Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unit Based Compensation | UNIT BASED COMPENSATION Class A units In connection with our IPO and as provided for in our partnership agreement, we granted 250,000 non-voting Class A units to certain executive officers and other key employees of our general partner who provide services to us, of which 185,000 and 220,000 were outstanding as of December 31, 2015 and 2014 , respectively. None of the Class A units were vested as of December 31, 2015 . We had forfeitures of 35,000 for the year ended December 31, 2015 and 30,000 for the year ended December 31, 2014 . The Class A units vest over a four year period depending upon the attainment of established distribution target thresholds for each year in the four year vesting period. If distributions exceed the threshold by more than the target amount, the Class A units in that tranche vest and become convertible into more than one common unit (each Class A unit is convertible into a maximum number of common units of 1.25 to 2.0 times, depending on the tranche). The maximum number of common units available for issuance under the plan was 300,625 at December 31, 2015 . Each of the Class A units have distribution equivalent rights, or DERs, until they are forfeited, expire, or are terminated. However, distributions over the vesting period are not paid in arrearage if the Class A units become convertible into more than one common unit. We measure the compensation cost associated with the Class A units based on the fair value at the effective date of the grant, representing the October 8, 2014 date our common units began trading on the NYSE. We determined the fair value of our Class A units at the grant date to be $25.71 per Class A unit based on the market price of the underlying common units on the date of our IPO, adjusted for vesting probabilities associated with the performance-based vesting requirements and the present value of the expected distributions. We assumed distribution rates ranging from $0.24375 per quarter to $0.4905 per quarter during the vesting period which we discounted assuming a 13% annual cost of equity. For the year ended December 31, 2015 , we revised our assumptions regarding the expected distribution rates to quarterly amounts ranging from $0.2875 per unit to $0.3565 per unit, based upon revised vesting probabilities associated with performance-based vesting requirements. The ultimate percentage of units vesting in each tranche depends on a performance condition: specifically, the total distributions paid in the four quarters of the vesting period for each tranche. If distributions meet or fall below a threshold, the Class A units in that tranche are forfeited. If distributions exceed a threshold by less than a target amount, the Class A units in that tranche vest and become convertible into one common unit. If distributions exceed the threshold by the target amount or more, the Class A units in that tranche vest and become convertible into more than one common unit ( 1.25 to 2.0 times common units per Class A unit, depending on the tranche). We did not assume any forfeitures in our initial determination of fair value, although we have reflected actual forfeitures in our determination of compensation expense with respect to the Class A units. We estimated the expense for each tranche as the number of unit equity awards, multiplied by the per unit grant date fair value of those awards less actual forfeitures in the probable vesting scenario for each tranche (equaling the applicable conversion multiple times the value of the unit excluding the expected distributions paid over the vesting period (the common unit price at IPO less the present value of the expected distributions) plus the present value of the expected distributions for any tranches that vest). The estimated fair value of our Class A units is amortized over the four -year vesting period using the straight-line method. The Class A unit awards will convert into our common units upon the vesting. We recognized approximately $1.3 million and $0.6 million , respectively, as compensation expense for the years ended December 31, 2015 and 2014 , related to the Class A units granted, which costs are included in “Selling, general and administrative” in our consolidated statements of operations. Each recipient of a Class A unit is entitled to nonforfeitable cash distributions equal to the product of the number of Class A units outstanding for the participant and the cash distribution per unit paid to our common unitholders. These distributions are included in “Distributions” as presented in our consolidated statements of cash flows and our consolidated statement of partners’ capital. However, distributions paid on Class A units that have been forfeited are reclassified to unit based compensation expense when it is determined that the Class A units are not expected to vest. For the year ended December 31, 2015 we recognized compensation expense in the amount of $19 thousand for distributions paid on Class A units that are not expected to vest. Long-term Incentive Plan In 2015, the board of directors of our general partner, acting in its capacity as the general partner of USDP approved the grant of phantom unit awards, or Phantom Units, 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 total number of our common units initially authorized for issuance under the LTIP was 1,654,167 , of which 1,280,146 remain available at December 31, 2015 . 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 directors and employees domiciled in Canada, each Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date. The following table presents our Equity-classified phantom unit award activity: Number of Director and Independent Consultant Units (1) Number of Employee Units Weighted-Average Grant Date Fair Value Per Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 24,045 367,548 $ 12.76 Vested — — $ — Forfeited — (17,572 ) $ 12.90 Phantom Unit awards at December 31, 2015 24,045 349,976 $ 12.75 (1) Phantom Unit grants to consultants and independent directors vest over a one -year period and are valued at the price of a common unit as quoted on the New York Stock Exchange at the end of each reporting period. These Phantom Units were valued at $169 thousand at December 31, 2015 . The following table presents our Liability-classified phantom unit award activity: Number of Director and Independent Consultant Units (1) Number of Employee Units (2) Weighted-Average Grant Date Fair Value Per Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.76 Vested — (4,426 ) $ 12.76 Forfeited — — $ — Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.76 (1) Phantom Unit grants to directors and independent consultants vest over a one year period following the grant date, and are valued at the price as of a common unit quoted on the New York Stock Exchange at the end of each reporting period. These Phantom Units were valued at $72 thousand at December 31, 2015 . (2) Phantom Unit grants to employees will vest in four equal annual installments following the grant date, and are valued at the price of a common unit as quoted on the New York Stock Exchange at the end of each reporting period. These units were valued at $93 thousand at December 31, 2015 . 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 DER, which entitles the grantee to receive payments at a per unit rate equal in amount to the per unit rate for 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 the end of 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 consultants and independent directors of our general partner domiciled in the United States, throughout the requisite service period we revalue the unvested Phantom Units outstanding at the end of 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 year ended December 31, 2015 , we recognized approximately $1.2 million in compensation expense associated with outstanding Phantom Units. As of December 31, 2015 , the unrecognized compensation expense related to Phantom Units was $3.6 million , which we expect to recognize over a weighted average period of 3.1 years . We made payments to holders of the Phantom Units pursuant to the DERs we granted to them under the Award Agreements as follows: Year Ended December 31, 2015 (in thousands) Equity-classified Phantom Units (1) $ 327 Liability-classified Phantom Units 24 Total $ 351 (1) For the year ended December 31, 2015 , we reclassified $5 thousand to unit based compensation expense for DERs paid in respect of Phantom Units that have been forfeited. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental cash flow information: For the Years Ended December 31, 2015 2014 2013 (in thousands) Cash paid for income taxes $ 3,995 $ 101 $ 26 Cash paid for interest $ 3,695 $ 3,588 $ 1,829 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS On December 12, 2012, USDG sold all of its membership interests in five of its subsidiaries previously included in our Terminalling services segment to a large energy transportation, terminalling and pipeline company, which we refer to as the Acquirer. The following table shows results from our Discontinued Operations: For the Year Ended (in thousands) Revenues $ 951 Income before provision for income taxes 951 Provision for income taxes 3 Net income $ 948 During the years ended December 31, 2014 and 2013 , we received approximately $29.5 million and $10 million , respectively, that was held in escrow related to the sale. Continuing Cash Flows from Discontinued Operations At the time of the Sale, SJRT had an existing contract, the Contract, with one of its customers, the Customer, in which the Customer would pay SJRT an Incremental Throughput Fee, as defined, for certain volumes coming through SJRT, the Incremental Throughput Fee. The Incremental Throughput Fee allowed SJRT to participate with the Customer in the value created due to increased market spreads on the price of crude oil. The Incremental Throughput Fee was calculated at a certain percentage of the net differential between the market price of the crude oil volumes and an agreed upon minimum price. Upon the sale of SJRT, the Acquirer agreed to remit the Incremental Throughput Fee to us until the expiration of the Contract. We received these cash flows through September of 2013. These proceeds were recorded as income from discontinued operations prior to the Sale and in gain on sale of discontinued operations after the Sale as the remittance of the Incremental Throughput Fee after the Sale is deemed a resolution of a purchase price adjustment with the Acquirer. For the year ended December 31, 2013, we recorded $7.3 million as gain on sale of discontinued operations. In conjunction with the Sale, we ceased the operations of another subsidiary, USDS, which primarily provided loading and unloading services to the Acquirer, pursuant to a service agreement. Effective at the closing date of the Sale, USDS assigned or terminated any obligations it had in relation to its operations, but continues to receive indirect cash flows. We have not participated in any revenue producing activities with respect to USDS and the cash flows terminated upon the expiration of the assigned service agreement on February 15, 2015. For the years ended December 31, 2015 and 2014 , we did not record any earnings from the assigned service agreement and for the year ended December 31, 2013 , we recorded $1.0 million . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Distribution to Partners On February 4, 2016 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a cash distribution payable of $0.30 per unit, or $1.20 per unit on an annualized basis, for the three months ended December 31, 2015 . The distribution represents an increase of $0.0075 per unit or 2.6% over the prior quarter and 4.3% relative to the minimum quarterly distribution. We paid the distribution on February 19, 2016 , to unitholders of record at the close of business on February 15, 2016 . We paid $3.3 million to our public common unitholders, $56 thousand to the Class A unitholders, an aggregate of $3.5 million to USDG as the holder of our common units and our subordinated units and $138 thousand to USD Partners GP LLC for their general partner interest. Long-term Incentive Plan On February 16, 2016, and March 2, 2016 awards of 118,198 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) U.S. domiciled directors and independent consultants 20,442 20,442 $ — U.S. domiciled employee 87,500 75,468 — Canadian domiciled directors and independents consultant 10,256 — 64,305 118,198 95,910 $ 64,305 (1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of phantom units that vest. (2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $6.27 . In February 2016 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner approved the grant of 574,873 Phantom Units to directors and employees of our general partner and its affiliates under the LTIP. The Phantom Units are subject to all of the terms and conditions of the LTIP and the Phantom Unit award agreements, or the Award Agreements. Following the February 2016 Phantom Unit grant, we have approximately 704 thousand Phantom Units available for grant pursuant to the LTIP. Phantom Unit awards generally represent rights to receive our common units, or with respect to awards granted to individuals domiciled in Canada, cash equal to the fair value of our common units, upon vesting. The Award Agreements granted to employees of our general partner generally vest in four equal annual installments. Awards to independent directors of the board of our general partner vest over a one year period following the grant date. Class A units On February 22, 2016, pursuant to the terms set forth in our partnership agreement, the first tranche of 46,250 Class A units vested. We determined the Class A unit conversion amount to be one of our common units for each vested Class A unit based upon our distributions paid for the four preceding quarters. As a result, 46,250 Class A units were converted into 46,250 common units. Subordinated Units On February 22, 2016 , pursuant to the terms set forth in our partnership agreement, we converted the first tranche of 2,092,709 of our subordinated units into common units upon satisfaction of the conditions established for conversion. Revolving Credit Facility Borrowing On February 12, 2016, we borrowed an additional $5 million under the terms of our existing $300 million Revolving Credit Facility. Our borrowings under the Revolving Credit Facility bear interest at either a base rate and Canadian prime rate plus an applicable margin ranging from 1.25% to 2.25% , or at LIBOR or CDOR plus an applicable margin ranging from 2.25% to 3.25% . The Revolving Credit Facility agreement, as amended, provides for borrowings of up to $300 million and expires on October 15, 2019. Subsequent to this borrowing, we have approximately $206 million outstanding on our Revolving Credit Facility. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) First Second Third Fourth Total (in thousands, except per unit amounts) 2015 Quarters Operating revenue $ 13,508 $ 20,395 $ 21,797 $ 26,063 $ 81,763 Operating expense $ 12,743 $ 14,588 $ 14,746 $ 17,232 $ 59,309 Operating income $ 765 $ 5,807 $ 7,051 $ 8,831 $ 22,454 Income from continuing operations $ 2,041 $ 2,652 $ 6,325 $ 6,675 $ 17,693 Income from discontinued operations $ — $ — $ — $ — $ — Net income $ 2,041 $ 2,652 $ 6,325 $ 6,675 $ 17,693 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,000 $ 2,599 $ 6,198 $ 6,542 $ 17,339 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.13 $ 0.30 $ 0.30 $ 0.82 2014 Quarters Operating revenue $ 5,485 $ 5,436 $ 12,986 $ 12,191 $ 36,098 Operating expense $ 5,477 $ 7,216 $ 10,963 $ 11,795 $ 35,451 Operating income (loss) $ 8 $ (1,780 ) $ 2,023 $ 396 $ 647 Loss from continuing operations $ (1,071 ) $ (4,199 ) $ (1,179 ) $ (1,229 ) $ (7,678 ) Income (loss) from discontinued operations $ 225 $ (194 ) $ (183 ) $ 152 $ — Net loss $ (846 ) $ (4,393 ) $ (1,362 ) $ (1,077 ) $ (7,678 ) Net loss attributable to limited partner ownership interests in USD Partners LP $ (829 ) $ (4,305 ) $ (1,335 ) $ (1,055 ) $ (7,524 ) Net loss per limited partner unit, basic and diluted $ (0.02 ) $ (0.37 ) $ (0.12 ) $ (0.06 ) $ (0.55 ) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the allowance for doubtful accounts and the amounts of deferred revenue and related prepaid pipeline fees. We denote amounts denominated in Canadian dollars that are disclosed within these consolidated financial statements with "C$" immediately prior to the stated amount. Change in Reporting Entity Prior to the completion of our IPO on October 15, 2014, our financial position, results of operations and cash flows consisted of the Predecessor, which represented a combined reporting entity. Subsequent to the IPO, our financial position, results of operations and cash flows consist of our consolidated activities and balances. The assets and liabilities in our consolidated financial statements have been reflected on a historical cost basis, as prior to the IPO all of the assets and liabilities presented were wholly-owned by USDG and its affiliates and were transferred within the USDG consolidated group. The consolidated statements of operations for periods prior to the IPO included expense allocations for certain corporate functions historically provided by USDG, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, insurance, utilities and executive compensation. Those allocations were based primarily on direct usage when identifiable, budgeted volumes or projected revenues, the remainder was allocated evenly across the number of operating entities. The consolidated statements of operations for periods prior to the IPO include amounts allocated to the Predecessor for general corporate expenses incurred by USDG within "Selling, general and administrative ." Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or for the benefit received by the Predecessor during the periods presented prior to the IPO. The allocations may not, however, reflect the expenses the Predecessor would have incurred as an independent company for the periods presented prior to the IPO. Actual costs that may have been incurred if the Predecessor had been a standalone entity would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. The Predecessor is unable to determine what such costs would have been had the Predecessor been independent prior to the IPO. Effective with the IPO, our general partner and its affiliates provide services to us pursuant to an omnibus agreement and a service agreement between the parties. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. |
Comparative Amounts | Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year financial statements to conform with our current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. Subsequent to filing our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, we determined that the "Note receivable — related party" balance in the amount of $2.5 million at December 31, 2014, was incorrectly presented in our consolidated balance sheets and in the consolidated statements of partners’ capital. Prior to the consummation of our IPO, the "Note receivable — related party" balance, representing C$2.9 million , was distributed to USDG by our Predecessor, thereby reducing the initial equity allocated to USDG as owner of all our subordinated units and a portion of our common units and the initial equity allocated to USD Partners GP LLC as owner of the general partner units. Our correction of this item resulted in the revision to the balances presented in our consolidated balance sheets and our consolidated statements of partners’ capital as of December 31, 2014. We have concluded that this correction is immaterial to all prior consolidated financial statements. This error did not affect our cash flows, net income or earnings per unit for any periods. Additionally, we elected to early adopt the provisions of Accounting Standards Update No. 2015-03 — Interest— imputation of interest , which simplified the presentation of debt issuance costs. Pursuant to the guidance of the new standard, we have presented debt issuance costs as a reduction of the carrying amount of the related indebtedness, rather than as an asset. Our adoption of this pronouncement did not have a material impact on our consolidated financial statements. However, the total assets and total liabilities as of December 31, 2014, as previously presented in our consolidated balance sheets were reduced by the reclassified amount of deferred financing costs, net. |
Foreign Currency | Foreign Currency A substantial portion of our operations are conducted in Canada and are accounted for in the local currency, the Canadian dollar, which we translate into our reporting currency, the U.S. dollar. We translate most Canadian dollar denominated balance sheet accounts at the end of period exchange rate, while most income statement accounts are translated monthly based on the average exchange rate for each monthly period. Amounts translated from foreign currencies into our U.S. dollar reporting currency can vary between periods due to fluctuations in the exchange rates between the foreign currency and the U.S. dollar. |
Revenue Recognition | Revenue Recognition We derive our revenues from railcar loading and unloading services for bulk liquid products, including crude oil, biofuels, and related products, as well as sourcing railcar fleets and related logistics and maintenance services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with the applicable accounting guidance, we record revenues for fleet leases on a gross basis, since we are deemed the primary obligor for the services. We also recognize as revenue on our consolidated statements of operations in "Freight and other reimbursables," on a gross basis, the amounts we charge to our customers for the out-of-pocket expenses we have incurred to provide our railcar fleet services. We recognize revenue for terminalling services we provide based upon the contractual rates set forth in our agreements related to throughput volumes. Substantially all of the capacity at our Casper and Hardisty terminals is contracted under multi-year agreements that contain “take-or-pay” provisions where we are entitled to payment from our customer of a minimum monthly commitment fee, regardless of whether the specified throughput to which the customer committed is achieved. These agreements grant the customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. With respect to the Casper terminal, the make-up rights generally expire within the three-month period, representing a calendar quarter, for which the volumes were originally committed. With respect to the Hardisty terminal, the make-up rights typically expire, if unused, in subsequent periods up to six months following the period for which the volumes were originally committed. We defer recognition of the revenue associated with volumes that are below the minimum monthly commitments until the earlier of (1) the period in which the throughput is utilized, (2) the customer’s ability to make up the minimum volume has expired in accordance with the terms of the agreements, or (3) we determine that the likelihood that the customer will be able to make up the minimum volume is remote. We recognize revenue for fleet leases and related party administrative services ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. We have deferred revenues for amounts collected in advance from customers in our Fleet services segment, which will be recognized as revenue as the underlying services are performed pursuant to the terms of our contracts. We have prepaid rent associated with these deferred revenues on our railcar leases, which we will recognize as expense as these railcars are used. |
Income Taxes | Income Taxes We are not a taxable entity for United States federal income tax purposes, or for a majority of the states that impose an income tax. Taxes on our net income are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP, which, on October 7, 2014, elected to be classified as an entity taxable as a corporation. Our income tax expense is predominantly attributable to Canadian Federal and Provincial income taxes imposed on our operations based in Canada. Additionally, we are subject to state income tax laws that apply to entities organized as partnerships by the State of Texas. This state income tax is computed on our modified gross margin, which we have determined to be an income tax as set forth in the authoritative accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP. We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. Our policy is to recognize any interest or penalties related to the underpayment of income taxes as a component of income tax expense or benefit. We have not historically incurred any interest or penalties for the underpayment of income taxes. Net income for financial statement purposes may differ significantly from taxable income of unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of billed and unbilled amounts due from our customers, which include crude 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 for doubtful accounts when significantly past due and we have deemed the amounts uncollectible. |
Capitalization Policies and Depreciation Methods | Capitalization Policies and Depreciation Methods We record property and equipment at its original cost, which we depreciate on a straight-line basis over the estimated useful lives of the assets, which range from five to 20 years . Our determination of the useful lives of property and equipment requires us to make various assumptions when the assets are acquired or placed into service about the expected usage, normal wear and tear and the extent and frequency of maintenance programs. Expenditures for repairs and maintenance are charged to expense as incurred, while improvements that extend the service life or capacity of existing property and equipment are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in our operating results. During construction we capitalize direct costs, such as labor, materials and overhead, as well as interest cost we may incur on indebtedness at our incremental borrowing rate. |
Asset Retirement Obligations | Asset Retirement Obligations We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying value of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. Legal obligations exist for our SART and WCRT facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We generally own the land on which our Casper and Hardisty terminals and related facilities reside and as a result, similar legal obligations generally do not exist that would require us to remove our Casper and Hardisty facilities at final abandonment. Sufficient data exists to estimate the cost of abandoning or retiring our SART and WCRT facilities. However, insufficient information exists to reasonably determine the timing and/or method of settlement for estimating the fair value of the ARO. In these cases, the asset retirement obligation cost is considered indeterminate because there is no data or information that can be derived from past practice, industry practice, our intentions or the estimated economic life of the asset. Useful lives of our terminal facilities are primarily derived from available supply resources and ultimate consumption of those resources by end users. Many variables can affect the remaining lives of the assets, which preclude us from making a reasonable estimate of the ARO. We will recognize the fair value of an ARO for each of these facilities in the period in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include economic obsolescence, the business climate, legal matters, a significant decrease in operating income or cash flows associated with the use of the asset and a significant change in the asset’s physical condition or use. Our estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration. We recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the long-lived asset following our determination that the carrying amount of a long-lived asset is not recoverable based on the estimated future undiscounted cash flows. |
Intangible assets | Intangible assets Our intangible assets primarily consist of customer contracts. We amortize these assets on a straight-line basis over the weighted average useful lives of the underlying assets, representing the period over which the assets are expected to contribute directly or indirectly to our future cash flows. |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We test goodwill for impairment annually based on carrying values of our reporting units at the end of the second quarter, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may be impaired. In testing goodwill for impairment, we make critical assumptions that include, but are not limited to, assessments of market conditions, projected cash flows, discount rates and growth rates. Impairment occurs when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value. We reduce the carrying value of goodwill to its fair value at the time we determine that an impairment has occurred. |
Fair Value Measurements | Fair Value Measurements We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). • Level 3 — Significant unobservable inputs (including our own assumptions in determining fair value). We use the cost, income or market valuation approaches 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 the long-term debt represented by our $400 million senior secured credit facility as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and with respect to the credit facility, the frequent re-pricing of the underlying obligations. The fair value of our historical accounts receivable with affiliates and payables with affiliates cannot be determined due to the related party nature of these items. |
Derivative Financial Instruments | Derivative Financial Instruments Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. We do not currently employ any derivative financial instruments to manage our exposure to fluctuations in interest rates, although we intend to use derivative financial instruments, including swaps, options and other financial instruments with similar characteristics to manage this exposure in the future. In order to manage our exposure to fluctuations in foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset these risks. We have a program that primarily utilizes foreign currency collar derivative contracts, representing written call options and purchased put options, to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash flows denominated in Canadian dollars. Under this program, our strategy is to have gains or losses on the derivative contracts mitigate the foreign currency transaction gains or losses to the extent practical. Economically, the collars help us to limit our exposure such that the exchange rate will effectively lie between the floor and the ceiling of the rates set forth in the derivative contacts. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecast transaction and are not entered into for speculative purposes. In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair value as current or noncurrent assets or liabilities on a net basis by counterparty. We do not designate, nor have we historically designated, any of our derivative financial instruments as hedges of an underlying asset, liability and/or forecast transaction. To qualify for hedge accounting treatment as set forth in the authoritative accounting guidance, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation. As a result, changes in the fair value of our derivative financial instruments and the related cash settlement of matured contracts are recognized in "Gain associated with derivative instruments" on our consolidated statements of operations. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to “opt out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Leases In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2016-02, which amends the FASB Accounting Standards Codification, or ASC, Topic 842 and requires balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The amendment provides for the election of an option for leases with a term of 12 months or less, not to recognize the lease assets and liabilities. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact the adoption of this guidance will have on our financial position, results of operations and cash flows. Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued Accounting Standards Update No. 2015-17, which amends the FASB Accounting Standards Codification section 740 and requires that instead of distinct classification of current and noncurrent deferred tax assets and liabilities, all deferred tax assets and liabilities are required to be classified as noncurrent. In addition, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all deferred tax liabilities and assets, as well as any related valuation allowance, are required to be offset and presented as a single noncurrent amount. This pronouncement is effective for fiscal years beginning after December 15, 2016, and may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented, with early adoption permitted. We expect to adopt the provisions of this statement beginning the first quarter of 2016 and do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Measurement-Period Adjustments In September 2015, the FASB issued Accounting Standards Update No. 2015-16, which amends the FASB Accounting Standards Codification section 805 and eliminates the requirement to retrospectively account for adjustments to the provisional amounts recognized for an acquisition and the corresponding adjustment to Goodwill. The standard requires such adjustments for provisional amounts to be recorded prospectively in the period the adjustment is identified. The pronouncement is effective for adjustments for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. We expect to adopt the provisions of this statement beginning the first quarter of 2016 and accordingly, will make any measurement adjustments prospectively. We do not expect our adoption of the standard to have a material impact on our consolidated financial statements. EPU Calculations for MLPs In April 2015, the 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 do not expect our adoption of this standard to 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 do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In July 2015, the FASB delayed the effective date of the new revenue standard by one year. This accounting update is effective for annual and interim periods beginning on or after December 15, 2017 and may be applied on either a full or modified retrospective basis. We are currently evaluating which transition approach we will apply and the impact that this pronouncement will have on our consolidated financial statements. |
Organization and Description 32
Organization and Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of capital accounts | Our capital accounts were distributed as follows at December 31: 2015 2014 Common units held by the Public 47.1 % 42.8 % Common units held by USDG 4.7 % 5.1 % Subordinated units held by USDG 45.4 % 49.1 % Class A units held by management 0.8 % 1.0 % General partner interest held by USD Partners GP LLC 2.0 % 2.0 % 100.0 % 100.0 % |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Our adjustments for the items described above resulted in revision to the balances presented in our consolidated balance sheets and our consolidated statements of partners’ capital as of December 31, 2014, as follows: As presented As adjusted As further adjusted December 31, 2014 Correcting Adjustment December 31, 2014 Adopting Adjustment December 31, 2014 (in thousands) Note receivable — related party $ 2,472 $ (2,472 ) $ — $ — $ — Total current assets $ 63,936 $ (2,472 ) $ 61,464 $ — $ 61,464 Deferred financing costs, net $ 2,900 $ — $ 2,900 $ (2,900 ) $ — Total assets $ 153,652 $ (2,472 ) $ 151,180 $ (2,900 ) $ 148,280 Long-term debt $ 81,358 $ — $ 81,358 $ (2,900 ) $ 78,458 Total liabilities $ 112,985 $ — $ 112,985 $ (2,900 ) $ 110,085 Partners' capital Common units $ 128,097 $ (232 ) $ 127,865 $ — $ 127,865 Subordinated units $ (87,978 ) $ (2,236 ) $ (90,214 ) $ — $ (90,214 ) General partner units $ 103 $ (91 ) $ 12 $ — $ 12 Accumulated other comprehensive income $ (105 ) $ 87 $ (18 ) $ — $ (18 ) Total partners' capital $ 40,667 $ (2,472 ) $ 38,195 $ — $ 38,195 Total liabilities and partners' capital $ 153,652 $ (2,472 ) $ 151,180 $ (2,900 ) $ 148,280 |
Schedule of Balance Sheet Revisions | Our adjustments for the items described above resulted in revision to the balances presented in our consolidated balance sheets and our consolidated statements of partners’ capital as of December 31, 2014, as follows: As presented As adjusted As further adjusted December 31, 2014 Correcting Adjustment December 31, 2014 Adopting Adjustment December 31, 2014 (in thousands) Note receivable — related party $ 2,472 $ (2,472 ) $ — $ — $ — Total current assets $ 63,936 $ (2,472 ) $ 61,464 $ — $ 61,464 Deferred financing costs, net $ 2,900 $ — $ 2,900 $ (2,900 ) $ — Total assets $ 153,652 $ (2,472 ) $ 151,180 $ (2,900 ) $ 148,280 Long-term debt $ 81,358 $ — $ 81,358 $ (2,900 ) $ 78,458 Total liabilities $ 112,985 $ — $ 112,985 $ (2,900 ) $ 110,085 Partners' capital Common units $ 128,097 $ (232 ) $ 127,865 $ — $ 127,865 Subordinated units $ (87,978 ) $ (2,236 ) $ (90,214 ) $ — $ (90,214 ) General partner units $ 103 $ (91 ) $ 12 $ — $ 12 Accumulated other comprehensive income $ (105 ) $ 87 $ (18 ) $ — $ (18 ) Total partners' capital $ 40,667 $ (2,472 ) $ 38,195 $ — $ 38,195 Total liabilities and partners' capital $ 153,652 $ (2,472 ) $ 151,180 $ (2,900 ) $ 148,280 |
Net Income Per Limited Partne34
Net Income Per Limited Partner and General Partner Interest (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Distribution Method to Limited and General Partners | Distribution Targets Portion of Quarterly Distribution Per Unit Percentage Distributed to Limited Partners Percentage Distributed to 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 > $0.359375to $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 as set forth in the following tables: For the Year Ended December 31, 2015 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 8,605 $ 8,581 $ 153 $ 354 $ 17,693 Less: Distributable earnings (2) 12,682 12,452 212 518 25,864 Distributions in excess of earnings $ (4,077 ) $ (3,871 ) $ (59 ) $ (164 ) $ (8,171 ) Weighted average units outstanding (3) 10,427 10,464 201 431 Distributable earnings per unit (4) $ 1.22 $ 1.19 $ 1.05 Overdistributed earnings per unit (5) (0.39 ) (0.37 ) (0.29 ) Net income per limited partner unit (basic and diluted) $ 0.83 $ 0.82 $ 0.76 (1) Represents earnings allocated to each class of units based on the percentage ownership in the Partnership. Calculation of the percentage ownership for net income per limited partner unit uses the actual units outstanding. (2) Represents the distributions paid of $0.2875 per unit with respect to the three months ended March 31, 2015 , $0.29 per unit with respect to the three months ended June 30, 2015 , $0.2925 per unit with respect to the three months ended September 30, 2015 , and distributions payable of $0.30 per unit with respect to the three months ended December 31, 2015 , representing the full year-distribution amount of $1.17 per unit. Amounts presented for each class of units include a proportionate amount of the $434 thousand attributable to holders of the Phantom Units 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 year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2014 Common Subordinated Class A General Total (in thousands, except per unit amounts) Predecessor net loss allocation to general and limited partner interests (1) $ (668 ) $ (6,394 ) $ — $ (144 ) $ (7,206 ) Net loss attributable to general and limited partner interests (1) (228 ) (234 ) — (10 ) (472 ) Less: Distributable earnings (2) 3,499 12,033 61 318 15,911 Distributions in excess of earnings $ (4,395 ) $ (18,661 ) $ (61 ) $ (472 ) $ (23,589 ) Weighted average units outstanding (3) 3,042 10,464 53 427 Distributable earnings per unit (4) $ 1.15 $ 1.15 $ 1.14 Overdistributed earnings per unit (5) (1.44 ) (1.78 ) (1.14 ) Net loss per limited partner unit (basic and diluted) $ (0.29 ) $ (0.63 ) $ — (1) Represents earnings 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 year ended December 31, 2014 and common units issued to the public and Class A units issued to certain members of management were outstanding from October 15, 2014, the closing date of our IPO, to December 31, 2014 . (2) Represents the total distributions that would have been payable for the year ended December 31, 2014 assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed for each of the four distribution payments that would have been made on a retrospective basis if the units issued to our general partner and USDG were outstanding for the entire year and common units issued to the public and Class A units issued to certain members of management were outstanding from October 15, 2014, the closing date of our IPO, to December 31, 2014 . (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 year and common units issued to the public and Class A units issued to certain members of management were outstanding from October 15, 2014, the closing date of our IPO, to December 31, 2014 . (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2013 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests (1) $ 594 $ 5,680 $ — $ 128 6,402 Less: Income from discontinued operations attributable to general and limited partner interests (1) 765 7,314 — 164 8,243 Loss from continuing operations attributable to general and limited partner interests (1) (171 ) (1,634 ) — (36 ) (1,841 ) Less: Distributable earnings (2) 1,258 12,033 — 271 13,562 Distributions in excess of earnings $ (1,429 ) $ (13,667 ) $ — $ (307 ) $ (15,403 ) Weighted average units outstanding (3) 1,094 10,464 — 427 Distributable earnings per unit (4) $ 1.15 $ 1.15 $ — Overdistributed earnings per unit (5) (1.31 ) (1.31 ) — Net loss per limited partner unit from continuing operations (basic and diluted) $ (0.16 ) $ (0.16 ) $ — Net income per limited partner unit from discontinued operations (basic and diluted) (6) 0.70 0.70 — Net income per limited partner unit (basic and diluted) $ 0.54 $ 0.54 $ — (1) Represents earnings 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 year ended December 31, 2013 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the year ended December 31, 2013 . (2) Represents the total distributions that would have been payable for the year ended December 31, 2013 assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed for each of the four distribution payments that would have been made on a retrospective basis if the units issued to our general partner and USDG were outstanding for the year ended December 31, 2013 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the year ended December 31, 2013 . (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 year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. (6) Represents income from discontinued operations divided by the weighted average number of units outstanding for the year. |
Casper Terminal Acquisition (Ta
Casper Terminal Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | We determined the fair value of the identifiable assets acquired and liabilities assumed based upon estimates and assumptions made by management and developed with the assistance of third-party advisers, with any consideration paid in excess of the fair value of the net assets being attributed to goodwill. Purchase Price Allocation (in thousands) Consideration: Cash paid to Seller $ 210,445 Fair value of equity issued to Seller 15,325 Total consideration $ 225,770 Allocation of purchase price Working capital, net $ 1,530 Property and equipment 64,204 Intangible assets 126,066 Goodwill 33,970 Total purchase price $ 225,770 |
Pro Forma Financial Information | The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Casper had occurred on January 1, 2014: For the Year Ended December 31, 2015 2014 (in thousands except per unit amounts) Total revenues $ 112,325 $ 44,536 Operating income $ 30,997 $ 1,682 Net income (loss) $ 21,310 $ (12,043 ) Earnings (loss) per common unit (basic and diluted) $ 0.93 $ (0.52 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Our property and equipment is comprised of the following: December 31, Estimated Useful Lives (Years) 2015 2014 (in thousands) Land $ 9,549 $ 3,279 N/A Trackage and facilities 110,557 78,938 20 Pipeline 10,295 — 20 Equipment 8,237 5,611 5-10 Furniture 43 51 5 Total property and equipment 138,681 87,879 Accumulated depreciation (8,326 ) (4,326 ) Construction in progress 2,655 506 Property and equipment, net $ 133,010 $ 84,059 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identifiable intangible assets | The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): December 31, 2015 Amortizable intangible assets: Carrying amount: Customer service agreements $ 125,960 Other 106 Total carrying amount 126,066 Accumulated amortization: Customer service agreements 1,484 Other 1 Total accumulated amortization 1,485 Total intangible assets, net $ 124,581 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of capacity on Credit Facility | We determined the capacity available to us under the terms of our Credit Agreement as follows: December 31, 2015 2014 (in millions) Aggregate borrowing capacity under Credit Agreement $ 400.0 $ 300.0 Less: Term Loan Facility amounts outstanding 41.5 81.4 Revolving Credit Facility amounts outstanding 201.0 — Letters of credit outstanding — — Available under Credit Agreement (1) $ 157.5 $ 218.6 (1) Pursuant to the terms of our Credit Agreement, our borrowing capacity for 2015 is limited to 5.0 times consolidated EBITDA for the two quarters following a material acquisition, as defined in our Credit Agreement, at which time the limit returns to 4.5 times consolidated EBITDA. Our acquisition of the Casper terminal is treated as a material acquisition under the terms of our Credit Agreement and as a result, the 5.0 times consolidated EBITDA covenant will be effective through June 30, 2016. |
Schedule of interest expense from continuing operations | A detail of interest expense from continuing operations is as follows: For the Years Ended December 31, 2015 2014 2013 (in thousands) Interest expense on BOK Credit Agreement $ — $ 2,819 $ 1,821 Interest expense on Credit Agreement 3,709 950 — Amortization of deferred financing costs 659 1,056 1,420 Total interest expense $ 4,368 $ 4,825 $ 3,241 |
Schedule of long-term debt instruments | Details regarding the composition of our long-term debt balances are as follows: December 31, 2015 2014 (in thousands) Term Loan Facility $ 41,539 $ 81,358 Revolving Credit Facility 201,000 — Less: Deferred financing costs, net (3,095 ) $ (2,900 ) Total long-term debt, net $ 239,444 $ 78,458 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Summary of Deferred Revenue | The following table provides a detail of our deferred revenue with unrelated parties as reflected in our consolidated balance sheets: December 31, 2015 2014 (in thousands) Customer prepayments $ 1,763 $ 3,505 Minimum monthly commitment fees 20,395 12,035 Total deferred revenue, current portion $ 22,158 $ 15,540 Customer prepayments $ 2,022 $ 3,656 Total deferred revenue, net of current portion $ 2,022 $ 3,656 |
Transactions with Related Par40
Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Variable Interest Entities | At December 31, 2015 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable — related party $ 196 $ — $ — Deferred revenue, current portion — related party — 1,287 — Deferred revenue, net of current portion — related party — 1,542 — $ 196 $ 2,829 $ — At 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 Transactions | Information about related party sales to J. Aron is presented below: For the Years Ended December 31, 2014 2013 (in thousands) Terminalling services — related party $ 3,499 $ — Freight and other reimbursables — related party 464 2,624 $ 3,963 $ 2,624 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contractual obligations, fiscal year maturities | The approximate amount of our future minimum lease payments under non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2016 $ 4,734 2017 4,805 2018 4,071 2019 4,071 2020 4,072 Thereafter 7,880 Total $ 29,633 The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2016 $ 6,974 2017 5,971 2018 6,096 2019 3,719 Total $ 22,760 The following table presents future minimum lease rentals due to us under non-cancellable railcar operating leases (in thousands): Year ending December 31, 2016 $ 4,630 2017 4,698 2018 4,054 2019 4,054 2020 4,054 Thereafter 7,822 Total $ 29,312 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 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 Year Ended December 31, 2015 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 58,841 $ — $ — $ 58,841 Terminalling services — related party 5,228 — — 5,228 Railroad incentives 434 — — 434 Fleet leases — 7,710 — 7,710 Fleet leases — related party — 4,123 — 4,123 Fleet services — 622 — 622 Fleet services — related party — 2,840 — 2,840 Freight and other reimbursables — 1,880 — 1,880 Freight and other reimbursables — related party — 85 — 85 Total revenue 64,503 17,260 — 81,763 Operating costs Subcontracted rail services 7,710 — — 7,710 Pipeline fees 17,249 — — 17,249 Fleet leases — 11,833 — 11,833 Freight and other reimbursables — 1,965 — 1,965 Selling, general and administrative 5,924 1,035 7,483 14,442 Depreciation and amortization 6,110 — — 6,110 Total operating costs 36,993 14,833 7,483 59,309 Operating income (loss) 27,510 2,427 (7,483 ) 22,454 Interest expense 2,026 — 2,342 4,368 Gain associated with derivative instruments (5,161 ) — — (5,161 ) Foreign currency transaction loss (gain) 166 43 (410 ) (201 ) Provision for income taxes 5,581 173 1 5,755 Income (loss) from continuing operations $ 24,898 $ 2,211 $ (9,416 ) $ 17,693 Total assets $ 316,232 $ 5,719 $ 6,447 $ 328,398 Capital expenditures $ 1,671 $ — $ — $ 1,671 For the Year Ended December 31, 2014 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 18,266 $ — $ — $ 18,266 Terminalling services — related party 3,499 — — 3,499 Railroad incentives 719 — — 719 Fleet leases — 8,788 — 8,788 Fleet services — 720 — 720 Fleet services — related party — 1,501 — 1,501 Freight and other reimbursables — 2,141 — 2,141 Freight and other reimbursables — related party — 464 — 464 Total revenue 22,484 13,614 — 36,098 Operating costs Subcontracted rail services 6,994 — — 6,994 Pipeline fees 3,625 — 3,625 Fleet leases — 8,788 — 8,788 Freight and other reimbursables — 2,605 — 2,605 Selling, general and administrative 6,290 2,650 1,868 10,808 Depreciation 2,631 — — 2,631 Total operating costs 19,540 14,043 1,868 35,451 Operating income (loss) 2,944 (429 ) (1,868 ) 647 Interest expense 3,600 — 1,225 4,825 Gain associated with derivative instruments (1,536 ) — — (1,536 ) Foreign currency transaction loss (gain) 4,406 (17 ) 461 4,850 Provision (benefit) for income taxes 47 140 (1 ) 186 Loss from continuing operations $ (3,573 ) $ (552 ) $ (3,553 ) $ (7,678 ) Total assets $ 105,093 $ 7,692 $ 35,495 $ 148,280 Capital expenditures $ 33,736 $ — $ — $ 33,736 For the Year Ended December 31, 2013 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 7,130 $ — $ — $ 7,130 Terminalling services — related party — — — — Fleet leases — 13,572 — 13,572 Fleet services — 235 — 235 Fleet services — related party — 962 — 962 Freight and other reimbursables — 1,778 — 1,778 Freight and other reimbursables — related party — 2,624 — 2,624 Total revenue 7,130 19,171 — 26,301 Operating costs Subcontracted rail services 1,898 — — 1,898 Fleet leases — 13,572 — 13,572 Freight and other reimbursables — 4,402 — 4,402 Selling, general and administrative 3,704 380 374 4,458 Depreciation 502 — — 502 Total operating costs 6,104 18,354 374 24,832 Operating income (loss) 1,026 817 (374 ) 1,469 Interest expense 3,241 — — 3,241 Foreign currency transaction loss 39 — — 39 Provision for income taxes 21 9 — 30 Income (loss) from continuing operations $ (2,275 ) $ 808 $ (374 ) $ (1,841 ) Total assets $ 68,995 $ 8,197 $ — $ 77,192 Capital expenditures $ 56,114 $ — $ — $ 56,114 |
Reconciliation of Adjusted EBITDA to Profit or Loss From Continuing Operations | The following table provides a reconciliation of Adjusted EBITDA to income (loss) from continuing operations: For the Years Ended December 31, 2015 2014 2013 (in thousands) Adjusted EBITDA Terminalling services $ 45,347 $ 15,397 $ 1,528 Fleet services 2,427 1,187 817 Corporate activities (5,022 ) (1,318 ) (374 ) Total Adjusted EBITDA 42,752 15,266 1,971 Add (deduct): Interest expense (4,368 ) (4,825 ) (3,241 ) Depreciation and amortization (6,110 ) (2,631 ) (502 ) Provision for income taxes (5,755 ) (186 ) (30 ) Gain associated with derivative instruments 5,161 1,536 — Settlement of derivative contracts (1) (4,283 ) (344 ) — Unit based compensation expense (2,461 ) (550 ) — Foreign currency transaction gain (loss) (2) 201 (4,850 ) (39 ) Unrecovered reimbursable freight costs (3) — (1,616 ) — Deferred revenue associated with minimum monthly commitment fees (4) (7,444 ) (9,478 ) — Income (loss) from continuing operations $ 17,693 $ (7,678 ) $ (1,841 ) (1) The amounts presented represent the gross proceeds received at the time the derivative contracts were settled and do not consider the amounts paid in connection with the initial purchase of the derivative contracts. We purchased the derivative contracts for $403 thousand and $64 thousand with respect to the contracts settled in the years ended December 31, 2015 and 2014 , respectively. (2) Represents foreign exchange transaction gains or losses associated with activities between our U.S. and Canadian subsidiaries. (3) Represents costs incurred with respect to unrecovered reimbursable freight costs associated with the initial delivery of railcars in support of our Hardisty terminal. (4) 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) the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) revenue recognized in the current period that was previously deferred; and (c) expense recognized for previously prepaid Gibson pipeline fees, which correspond with the revenue recognized that was previously deferred. Refer to additional discussion of deferred revenue in Note 10 of these consolidated financial statements. |
Summary of Predecessor's Total Assets by Segment from Continuing Operations | The following tables summarize the geographic data for our continuing operations: For the Year Ended December 31, 2015 U.S. Canada Total (in thousands) Revenues Third party $ 20,134 $ 49,353 $ 69,487 Related party $ 6,945 $ 5,331 $ 12,276 Total assets $ 250,309 $ 78,089 $ 328,398 For the Year Ended December 31, 2014 U.S. Canada Total (in thousands) Revenues Third party $ 17,049 $ 13,585 $ 30,634 Related party $ 1,933 $ 3,531 $ 5,464 Total assets $ 50,967 $ 97,313 $ 148,280 For the Year Ended December 31, 2013 U.S. Canada Total (in thousands) Revenues Third party $ 22,715 $ — $ 22,715 Related party $ 3,586 $ — $ 3,586 Total assets $ 17,825 $ 59,367 $ 77,192 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Components of our income tax expense are presented below: Years Ended December 31, 2015 2014 2013 (in thousands) Current income tax expense U.S. federal income taxes $ 45 $ — $ — State income taxes 154 156 30 Canadian federal and provincial income taxes 4,742 30 — Total current income tax expense 4,941 186 30 Deferred income tax expense Canadian federal and provincial income taxes 814 — — Total deferred income tax expense 814 — — Total income tax expense $ 5,755 $ 186 $ 30 |
Schedule of Income before Income Tax, Domestic and Foreign | The components of our income (loss) before income taxes and a reconciliation between income tax expense based on the U.S. statutory income tax rate and our effective income tax expense are presented below: Years Ended December 31, 2015 2014 2013 (in thousands) Domestic $ 3,222 $ (2,374 ) $ (1,527 ) Foreign 20,226 (5,118 ) (284 ) Total income (loss) before income taxes $ 23,448 $ (7,492 ) $ (1,811 ) Income tax expense (benefit) at the U.S. statutory rate $ 7,972 $ (2,547 ) $ (634 ) Income attributable to partnership not subject to income tax 247 933 536 Foreign income tax rate differential (2,303 ) 313 28 Other 135 — 10 State income taxes 125 156 30 Change in valuation allowance (421 ) 1,331 60 Total income tax expense $ 5,755 $ 186 $ 30 |
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred income tax assets and liabilities associated with our operations are as follows: December 31, 2015 2014 (in thousands) Deferred income tax assets Deferred revenues $ 1,245 $ 1,939 Capital and operating loss carryforwards 424 1,496 Valuation allowance (970 ) (1,391 ) 699 2,044 Deferred income tax liabilities Prepaid expense 673 1,098 Property and equipment 775 946 1,448 2,044 Net deferred income tax liability $ 749 $ — |
Major Customers and Concentra44
Major Customers and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue Attributable to Major Customers | The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: Total Revenues by Major Customer (in thousands) Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 12,207 14.9 % 98 % 2 % Customer B $ 11,428 14.0 % 100 % 0 % Customer C $ 9,890 12.1 % 90 % 10 % Customer D $ 10,402 12.7 % 50 % 50 % Customer E $ 8,763 10.7 % 100 % 0 % Customer F $ 8,859 10.8 % 0 % 100 % |
Derivative Financial Instrume45
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivate instruments | Our derivative financial instruments are included in the consolidated balance sheets at their fair values as follows: December 31, 2015 2014 (in thousands) Other current assets $ 3,705 $ 1,660 Other non-current assets — — $ 3,705 $ 1,660 |
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: December 31, 2015 December 31, 2014 Notional (C$) Strike Price (1) Market Price (1) Fair Value (in thousands) Portion of option contracts maturing in 2015 Puts (purchased) $ — — — $ — $ 1,729 Calls (written) $ — — — $ — $ (69 ) Portion of option contracts maturing in 2016 Puts (purchased) $ 32,011,290 0.8400 0.7210 $ 3,714 $ — Calls (written) $ 32,011,290 0.8600 0.7210 $ (9 ) $ — Total $ 3,705 $ 1,660 In connection with our derivative activities, we recognized the following amounts during the periods presented: Years Ended December 31, 2015 2014 2013 (in thousands) Gain associated with derivative instruments $ (5,161 ) $ (1,536 ) $ — |
Schedule of fair value of derivatives | The effect of the rights of offset are presented in the table below. December 31, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 3,705 $ — $ (9 ) $ — $ 3,696 Effects of netting arrangements — — 9 — $ 9 Fair value of derivatives - net presentation $ 3,705 $ — $ — $ — $ 3,705 December 31, 2014 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,660 $ — $ (69 ) $ — $ 1,591 Effects of netting arrangements — — 69 — $ 69 Fair value of derivatives - net presentation $ 1,660 $ — $ — $ — $ 1,660 |
Unit Based Compensation (Tables
Unit Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Activity | The following table presents our Equity-classified phantom unit award activity: Number of Director and Independent Consultant Units (1) Number of Employee Units Weighted-Average Grant Date Fair Value Per Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 24,045 367,548 $ 12.76 Vested — — $ — Forfeited — (17,572 ) $ 12.90 Phantom Unit awards at December 31, 2015 24,045 349,976 $ 12.75 (1) Phantom Unit grants to consultants and independent directors vest over a one -year period and are valued at the price of a common unit as quoted on the New York Stock Exchange at the end of each reporting period. These Phantom Units were valued at $169 thousand at December 31, 2015 . The following table presents our Liability-classified phantom unit award activity: Number of Director and Independent Consultant Units (1) Number of Employee Units (2) Weighted-Average Grant Date Fair Value Per Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.76 Vested — (4,426 ) $ 12.76 Forfeited — — $ — Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.76 (1) Phantom Unit grants to directors and independent consultants vest over a one year period following the grant date, and are valued at the price as of a common unit quoted on the New York Stock Exchange at the end of each reporting period. These Phantom Units were valued at $72 thousand at December 31, 2015 . (2) Phantom Unit grants to employees will vest in four equal annual installments following the grant date, and are valued at the price of a common unit as quoted on the New York Stock Exchange at the end of each reporting period. These units were valued at $93 thousand at December 31, 2015 . On February 16, 2016, and March 2, 2016 awards of 118,198 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) U.S. domiciled directors and independent consultants 20,442 20,442 $ — U.S. domiciled employee 87,500 75,468 — Canadian domiciled directors and independents consultant 10,256 — 64,305 118,198 95,910 $ 64,305 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | We made payments to holders of the Phantom Units pursuant to the DERs we granted to them under the Award Agreements as follows: Year Ended December 31, 2015 (in thousands) Equity-classified Phantom Units (1) $ 327 Liability-classified Phantom Units 24 Total $ 351 (1) For the year ended December 31, 2015 , we reclassified $5 thousand to unit based compensation expense for DERs paid in respect of Phantom Units that have been forfeited. |
Supplemental Cash Flow Inform47
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information: For the Years Ended December 31, 2015 2014 2013 (in thousands) Cash paid for income taxes $ 3,995 $ 101 $ 26 Cash paid for interest $ 3,695 $ 3,588 $ 1,829 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Disposal Group Disclosures | The following table shows results from our Discontinued Operations: For the Year Ended (in thousands) Revenues $ 951 Income before provision for income taxes 951 Provision for income taxes 3 Net income $ 948 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Schedule of Share-based Compensation, Activity | The following table presents our Equity-classified phantom unit award activity: Number of Director and Independent Consultant Units (1) Number of Employee Units Weighted-Average Grant Date Fair Value Per Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 24,045 367,548 $ 12.76 Vested — — $ — Forfeited — (17,572 ) $ 12.90 Phantom Unit awards at December 31, 2015 24,045 349,976 $ 12.75 (1) Phantom Unit grants to consultants and independent directors vest over a one -year period and are valued at the price of a common unit as quoted on the New York Stock Exchange at the end of each reporting period. These Phantom Units were valued at $169 thousand at December 31, 2015 . The following table presents our Liability-classified phantom unit award activity: Number of Director and Independent Consultant Units (1) Number of Employee Units (2) Weighted-Average Grant Date Fair Value Per Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.76 Vested — (4,426 ) $ 12.76 Forfeited — — $ — Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.76 (1) Phantom Unit grants to directors and independent consultants vest over a one year period following the grant date, and are valued at the price as of a common unit quoted on the New York Stock Exchange at the end of each reporting period. These Phantom Units were valued at $72 thousand at December 31, 2015 . (2) Phantom Unit grants to employees will vest in four equal annual installments following the grant date, and are valued at the price of a common unit as quoted on the New York Stock Exchange at the end of each reporting period. These units were valued at $93 thousand at December 31, 2015 . On February 16, 2016, and March 2, 2016 awards of 118,198 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) U.S. domiciled directors and independent consultants 20,442 20,442 $ — U.S. domiciled employee 87,500 75,468 — Canadian domiciled directors and independents consultant 10,256 — 64,305 118,198 95,910 $ 64,305 |
Quarterly Financial Data (Una50
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial data (unaudited) | First Second Third Fourth Total (in thousands, except per unit amounts) 2015 Quarters Operating revenue $ 13,508 $ 20,395 $ 21,797 $ 26,063 $ 81,763 Operating expense $ 12,743 $ 14,588 $ 14,746 $ 17,232 $ 59,309 Operating income $ 765 $ 5,807 $ 7,051 $ 8,831 $ 22,454 Income from continuing operations $ 2,041 $ 2,652 $ 6,325 $ 6,675 $ 17,693 Income from discontinued operations $ — $ — $ — $ — $ — Net income $ 2,041 $ 2,652 $ 6,325 $ 6,675 $ 17,693 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,000 $ 2,599 $ 6,198 $ 6,542 $ 17,339 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.13 $ 0.30 $ 0.30 $ 0.82 2014 Quarters Operating revenue $ 5,485 $ 5,436 $ 12,986 $ 12,191 $ 36,098 Operating expense $ 5,477 $ 7,216 $ 10,963 $ 11,795 $ 35,451 Operating income (loss) $ 8 $ (1,780 ) $ 2,023 $ 396 $ 647 Loss from continuing operations $ (1,071 ) $ (4,199 ) $ (1,179 ) $ (1,229 ) $ (7,678 ) Income (loss) from discontinued operations $ 225 $ (194 ) $ (183 ) $ 152 $ — Net loss $ (846 ) $ (4,393 ) $ (1,362 ) $ (1,077 ) $ (7,678 ) Net loss attributable to limited partner ownership interests in USD Partners LP $ (829 ) $ (4,305 ) $ (1,335 ) $ (1,055 ) $ (7,524 ) Net loss per limited partner unit, basic and diluted $ (0.02 ) $ (0.37 ) $ (0.12 ) $ (0.06 ) $ (0.55 ) |
Organization and Description 51
Organization and Description of Business - General (Details) | Oct. 15, 2014 | Dec. 31, 2014 | Oct. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Limited Partners' Capital Account [Line Items] | |||||
Limited partner interest (as a percent) | 100.00% | 100.00% | |||
Common units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Limited partner interest (as a percent) | 47.10% | 42.80% | |||
Class A units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Limited partner interest (as a percent) | 0.80% | 1.00% | |||
USD Group LLC | Common units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Limited partner interest (as a percent) | 4.70% | 5.10% | |||
USD Group LLC | Subordinated units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Limited partner interest (as a percent) | 45.40% | 49.10% | |||
USD Group LLC | Limited Partner | |||||
Limited Partners' Capital Account [Line Items] | |||||
Limited partner interest (as a percent) | 98.00% | ||||
USD Partners GP LLC | Common units | |||||
Limited Partners' Capital Account [Line Items] | |||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% | ||
USD Partners GP LLC | General Partner | |||||
Limited Partners' Capital Account [Line Items] | |||||
General partner interest (as a percent) | 2.00% |
Organization and Description 52
Organization and Description of Business - Initial Public Offering (Details) | Oct. 15, 2014USD ($)shares | Aug. 31, 2014trancheshares | Dec. 31, 2012subsidiary | Dec. 31, 2014USD ($)shares | Oct. 14, 2014 | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | Nov. 13, 2015USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 100.00% | 100.00% | |||||||
General partner units, issued (in units) | 427,083 | 461,136 | 427,083 | ||||||
Net proceeds from the initial public offering | $ | $ 145,000,000 | $ 0 | $ 137,495,000 | $ 0 | |||||
Number of subsidiaries sold | subsidiary | 5 | ||||||||
Limited Partner | USD Group LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 98.00% | ||||||||
General Partner | USD Partners GP LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
General partner interest (as a percent) | 2.00% | ||||||||
Credit Facility | Secured Debt | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Maximum borrowing capacity | $ | $ 300,000,000 | $ 400,000,000 | |||||||
Term of senior secured credit agreement | 5 years | ||||||||
Revolving Credit Facility | Credit Facility | Secured Debt | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Maximum borrowing capacity | $ | $ 200,000,000 | $ 300,000,000 | $ 400,000,000 | $ 300,000,000 | |||||
Term Loan | Credit Facility | Secured Debt | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Maximum borrowing capacity | $ | 100,000,000 | ||||||||
IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Assumed debt | $ | 30,000,000 | ||||||||
Borrowings under term loan facility | $ | $ 100,000,000 | ||||||||
IPO | General Partner | USD Partners GP LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
General partner units, issued (in units) | 427,083 | ||||||||
Class A units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 0.80% | 1.00% | |||||||
Limited partnership units, issued (in units) | 220,000 | 185,000 | 220,000 | ||||||
Shares granted to employees | 250,000 | ||||||||
Number of vesting tranches | tranche | 4 | ||||||||
Common units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 47.10% | 42.80% | |||||||
Limited partnership units, issued (in units) | 10,213,545 | 11,947,127 | 10,213,545 | ||||||
Common units | USD Group LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 4.70% | 5.10% | |||||||
Common units | USD Partners GP LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% | ||||||
Common units | IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common units issued | 9,120,000 | ||||||||
Common units | IPO | Limited Partner | USD Group LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Limited partnership units, issued (in units) | 1,093,545 | ||||||||
Subordinated units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Limited partnership units, issued (in units) | 10,463,545 | 10,463,545 | 10,463,545 | ||||||
Subordinated units | USD Group LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Aggregate percentage of limited partner interest in partnership (as a percent) | 45.40% | 49.10% | |||||||
Subordinated units | IPO | Limited Partner | USD Group LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Limited partnership units, issued (in units) | 10,463,545 | ||||||||
Minimum | Class A units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Units granted conversion factor, minimum | 1 | 1.25 | |||||||
Maximum | Class A units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Units granted conversion factor, minimum | 2 | 2 |
Organization and Description 53
Organization and Description of Business - Acquisition (Details) - Casper Crude to Rail, LLC $ in Thousands | Nov. 17, 2015USD ($)storage_tankinmibbl |
Business Acquisition [Line Items] | |
Total consideration | $ | $ 225,770 |
Barrel per day capacity (more than) | 100,000 |
Number of customer-dedicated storage tanks | storage_tank | 6 |
Total capacity of storage tanks | 900,000 |
Length of pipeline | mi | 6 |
Diameter of pipeline | in | 24 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2015USD ($)CAD / Railcars | Dec. 31, 2015CAD | Dec. 31, 2015USD ($) | Nov. 13, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 15, 2014USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Impairment | $ 0 | |||||
Revenue Recognition | ||||||
Average incentive payment amount per railcar shipped | CAD / Railcars | 100 | |||||
Maximum payment for railcar shipped | CAD | CAD 12,500,000 | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 5 years | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life | 20 years | |||||
Credit Facility | Secured Debt | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Maximum borrowing capacity | $ 400,000,000 | $ 300,000,000 | ||||
Revolving Credit Facility | Credit Facility | Secured Debt | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Maximum borrowing capacity | $ 400,000,000 | $ 300,000,000 | $ 200,000,000 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Revision (Details) $ in Thousands, CAD in Millions | Dec. 31, 2015USD ($) | Sep. 30, 2015CAD | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Note receivable — related party | CAD 2.9 | $ 0 | ||
Total current assets | $ 35,461 | 61,464 | ||
Deferred financing costs, net | 0 | |||
Total assets | 328,398 | 148,280 | $ 77,192 | |
Long-term debt, net | 239,444 | 78,458 | ||
Total liabilities | 278,638 | 110,085 | ||
Limited partners' capital | 38,195 | |||
General partner units | 220 | 12 | ||
Accumulated other comprehensive income (loss) | (138) | (18) | ||
Total partners' capital | 49,760 | 38,195 | $ 2,603 | |
Total liabilities and partners' capital | 328,398 | 148,280 | ||
Scenario, Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Note receivable — related party | 2,472 | |||
Total current assets | 63,936 | |||
Deferred financing costs, net | 2,900 | |||
Total assets | 153,652 | |||
Long-term debt, net | 81,358 | |||
Total liabilities | 112,985 | |||
General partner units | 103 | |||
Accumulated other comprehensive income (loss) | (105) | |||
Total partners' capital | 40,667 | |||
Total liabilities and partners' capital | 153,652 | |||
Notes Receivable - Related Party | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Note receivable — related party | 0 | |||
Total current assets | 61,464 | |||
Deferred financing costs, net | 2,900 | |||
Total assets | 151,180 | |||
Long-term debt, net | 81,358 | |||
Total liabilities | 112,985 | |||
General partner units | 12 | |||
Accumulated other comprehensive income (loss) | (18) | |||
Total partners' capital | 38,195 | |||
Total liabilities and partners' capital | 151,180 | |||
Notes Receivable - Related Party | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Note receivable — related party | (2,472) | |||
Total current assets | (2,472) | |||
Deferred financing costs, net | 0 | |||
Total assets | (2,472) | |||
Long-term debt, net | 0 | |||
Total liabilities | 0 | |||
General partner units | (91) | |||
Accumulated other comprehensive income (loss) | 87 | |||
Total partners' capital | (2,472) | |||
Total liabilities and partners' capital | (2,472) | |||
New Accounting Pronouncement, Early Adoption, Effect | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Note receivable — related party | 0 | |||
Total current assets | 0 | |||
Deferred financing costs, net | (2,900) | |||
Total assets | (2,900) | |||
Long-term debt, net | (2,900) | |||
Total liabilities | (2,900) | |||
General partner units | 0 | |||
Accumulated other comprehensive income (loss) | 0 | |||
Total partners' capital | 0 | |||
Total liabilities and partners' capital | (2,900) | |||
Common units | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | 141,374 | 127,865 | ||
Common units | Scenario, Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | 128,097 | |||
Common units | Notes Receivable - Related Party | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | 127,865 | |||
Common units | Notes Receivable - Related Party | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | (232) | |||
Common units | New Accounting Pronouncement, Early Adoption, Effect | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | 0 | |||
Subordinated units | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | $ (93,445) | (90,214) | ||
Subordinated units | Scenario, Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | (87,978) | |||
Subordinated units | Notes Receivable - Related Party | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | (90,214) | |||
Subordinated units | Notes Receivable - Related Party | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | (2,236) | |||
Subordinated units | New Accounting Pronouncement, Early Adoption, Effect | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Limited partners' capital | $ 0 |
Net Income Per Limited Partne56
Net Income Per Limited Partner and General Partner Interest - Distributions to Limited and General Partners (Details) - $ / shares | Oct. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Minimum Quarterly Distribution | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Percentage Distributed to Limited Partners | 98.00% | ||
Percentage Distributed to General Partner (including IDRs) (1) | 2.00% | ||
Minimum Quarterly Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.2875 | ||
First Target Distribution | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Percentage Distributed to Limited Partners | 98.00% | ||
Percentage Distributed to General Partner (including IDRs) (1) | 2.00% | ||
First Target Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.330625 | ||
First Target Distribution | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.2875 | ||
Second Target Distribution | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Percentage Distributed to Limited Partners | 85.00% | ||
Percentage Distributed to General Partner (including IDRs) (1) | 15.00% | ||
Second Target Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.359375 | ||
Second Target Distribution | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.330625 | ||
Third Target Distribution | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Percentage Distributed to Limited Partners | 75.00% | ||
Percentage Distributed to General Partner (including IDRs) (1) | 25.00% | ||
Third Target Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.431250 | ||
Third Target Distribution | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.359375 | ||
Over Third Target Distribution | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Percentage Distributed to Limited Partners | 50.00% | ||
Percentage Distributed to General Partner (including IDRs) (1) | 50.00% | ||
Over Third Target Distribution | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Portion of Quarterly Distribution Per Unit | $ 0.431250 | ||
USD Partners GP LLC | Common units | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% |
Net Income Per Limited Partne57
Net Income Per Limited Partner and General Partner Interest - Schedule of Earnings per Units by Class (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Oct. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ 6,675 | $ 6,325 | $ 2,652 | $ 2,041 | $ (1,077) | $ (1,362) | $ (4,393) | $ (846) | $ 17,693 | $ (7,678) | $ 6,402 | ||
Less: Income from discontinued operations attributable to general and limited partner interests | 0 | 0 | 0 | 0 | 152 | (183) | (194) | 225 | 0 | 0 | 8,243 | ||
Loss from continuing operations attributable to general and limited partner interests | $ 6,675 | $ 6,325 | $ 2,652 | $ 2,041 | $ (1,229) | $ (1,179) | $ (4,199) | $ (1,071) | 17,693 | (7,678) | (1,841) | ||
Distributable earnings | 25,864 | 15,911 | 13,562 | ||||||||||
Distributions in excess of earnings | $ (8,171) | $ (23,589) | $ (15,403) | ||||||||||
Targeted quarterly distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.2875 | $ 0.2875 | $ 0.2875 | ||||||||||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 1.15 | $ 1.15 | $ 1.15 | ||||||||||
Common units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Weighted average units outstanding | 10,427 | 3,042 | 1,094 | ||||||||||
Net loss per limited partner unit from continuing operations (basic and diluted) (in dollars per share) | $ 0.83 | $ (0.29) | $ (0.16) | ||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) (in dollars per share) | 0 | 0 | 0.70 | ||||||||||
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.83 | $ (0.29) | $ 0.54 | ||||||||||
Subordinated units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Weighted average units outstanding | 10,464 | 10,464 | 10,464 | ||||||||||
Net loss per limited partner unit from continuing operations (basic and diluted) (in dollars per share) | $ 0.82 | $ (0.63) | $ (0.16) | ||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) (in dollars per share) | 0 | 0 | 0.70 | ||||||||||
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.82 | $ (0.63) | $ 0.54 | ||||||||||
Limited Partner | Common units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ 8,605 | $ (228) | $ 594 | ||||||||||
Less: Income from discontinued operations attributable to general and limited partner interests | 765 | ||||||||||||
Loss from continuing operations attributable to general and limited partner interests | (171) | ||||||||||||
Distributable earnings | 12,682 | 3,499 | 1,258 | ||||||||||
Distributions in excess of earnings | $ (4,077) | $ (4,395) | $ (1,429) | ||||||||||
Weighted average units outstanding | 10,427 | 3,042 | 1,094 | ||||||||||
Distributable earnings per unit (in dollars per share) | $ 1.22 | $ 1.15 | $ 1.15 | ||||||||||
Overdistributed earnings per unit (in dollars per share) | (0.39) | (1.44) | (1.31) | ||||||||||
Net loss per limited partner unit from continuing operations (basic and diluted) (in dollars per share) | $ 0.83 | $ (0.29) | (0.16) | ||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) (in dollars per share) | 0.70 | ||||||||||||
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.54 | ||||||||||||
Limited Partner | Subordinated units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ 8,581 | $ (234) | $ 5,680 | ||||||||||
Less: Income from discontinued operations attributable to general and limited partner interests | 7,314 | ||||||||||||
Loss from continuing operations attributable to general and limited partner interests | (1,634) | ||||||||||||
Distributable earnings | 12,452 | 12,033 | 12,033 | ||||||||||
Distributions in excess of earnings | $ (3,871) | $ (18,661) | $ (13,667) | ||||||||||
Weighted average units outstanding | 10,464 | 10,464 | 10,464 | ||||||||||
Distributable earnings per unit (in dollars per share) | $ 1.19 | $ 1.15 | $ 1.15 | ||||||||||
Overdistributed earnings per unit (in dollars per share) | (0.37) | (1.78) | (1.31) | ||||||||||
Net loss per limited partner unit from continuing operations (basic and diluted) (in dollars per share) | $ 0.82 | $ (0.63) | (0.16) | ||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) (in dollars per share) | 0.70 | ||||||||||||
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.54 | ||||||||||||
Limited Partner | Class A units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ 153 | $ 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 | ||||||||||||
Distributable earnings | 212 | $ 61 | 0 | ||||||||||
Distributions in excess of earnings | $ (59) | $ (61) | $ 0 | ||||||||||
Weighted average units outstanding | 201 | 53 | 0 | ||||||||||
Distributable earnings per unit (in dollars per share) | $ 1.05 | $ 1.14 | $ 0 | ||||||||||
Overdistributed earnings per unit (in dollars per share) | (0.29) | (1.14) | 0 | ||||||||||
Net loss per limited partner unit from continuing operations (basic and diluted) (in dollars per share) | $ 0.76 | $ 0 | 0 | ||||||||||
Net income from discontinued operations attributable to our limited partner interests per limited partner unit (basic and diluted) (in dollars per share) | 0 | ||||||||||||
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0 | ||||||||||||
General Partner | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ 354 | $ (10) | $ 128 | ||||||||||
Less: Income from discontinued operations attributable to general and limited partner interests | 164 | ||||||||||||
Loss from continuing operations attributable to general and limited partner interests | (36) | ||||||||||||
Distributable earnings | 518 | 318 | 271 | ||||||||||
Distributions in excess of earnings | $ (164) | $ (472) | $ (307) | ||||||||||
Weighted average units outstanding | 431 | 427 | 427 | ||||||||||
Predecessor | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ (7,206) | $ (7,206) | $ 6,402 | ||||||||||
Predecessor | Limited Partner | Common units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | (668) | ||||||||||||
Predecessor | Limited Partner | Subordinated units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | (6,394) | ||||||||||||
Predecessor | Limited Partner | Class A units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | 0 | ||||||||||||
Predecessor | General Partner | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | (144) | ||||||||||||
Successor | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ (472) | (472) | |||||||||||
Successor | Limited Partner | Common units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | (228) | ||||||||||||
Successor | Limited Partner | Subordinated units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | (234) | ||||||||||||
Successor | Limited Partner | Class A units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | 0 | ||||||||||||
Successor | General Partner | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Net income (loss) | $ (10) | ||||||||||||
USD Partners GP LLC | Common units | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Distributable earnings per unit (in dollars per share) | $ 0.3 | $ 0.2925 | $ 0.29 | $ 0.2875 | $ 1.17 | ||||||||
USD Partners GP LLC | Phantom Share Units (PSUs) | |||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||
Total distributed earnings to our limited partners | $ 434 |
Casper Terminal Acquisition - A
Casper Terminal Acquisition - Additional Information (Details) $ / shares in Units, $ in Thousands | Nov. 17, 2015USD ($)storage_tankinmi$ / sharessharesbbl | Oct. 15, 2014 | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Trading day period prior to Membership Interest Purchase Agreement | 30 days | ||||
Limited partner interest (as a percent) | 100.00% | 100.00% | |||
Transaction costs | $ 500 | ||||
Casper Crude to Rail, LLC | |||||
Business Acquisition [Line Items] | |||||
Percentage of membership interests acquired | 100.00% | ||||
Barrel per day capacity (more than) | bbl | 100,000 | ||||
Number of customer-dedicated storage tanks | storage_tank | 6 | ||||
Total capacity of storage tanks | bbl | 900,000 | ||||
Length of pipeline | mi | 6 | ||||
Diameter of pipeline | in | 24 | ||||
Cash consideration | $ 210,445 | ||||
Equity consideration | shares | 1,733,582 | ||||
Initial working capital | 2,100 | ||||
Cash on hand | $ 35,000 | ||||
Senior secured credit facility borrowings | $ 175,400 | ||||
Volume-weighted average daily closing price | $ / shares | $ 9.62 | ||||
Revenues | $ 3,800 | ||||
Net income | $ 800 | ||||
General Partner | |||||
Business Acquisition [Line Items] | |||||
Units issued | $ 335 | ||||
Units issued (in units) | shares | 34,053 | ||||
General Partner | Casper Crude to Rail, LLC | |||||
Business Acquisition [Line Items] | |||||
Units issued | $ 300 | ||||
Units issued (in units) | shares | 34,053 | ||||
Common units | |||||
Business Acquisition [Line Items] | |||||
Limited partner interest (as a percent) | 47.10% | 42.80% | |||
Common units | USD Partners GP LLC | |||||
Business Acquisition [Line Items] | |||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% |
Casper Terminal Acquisition - P
Casper Terminal Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 17, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Allocation of purchase price | |||
Goodwill | $ 33,970 | $ 0 | |
Casper Crude to Rail, LLC | |||
Consideration: | |||
Cash paid to Seller | $ 210,445 | ||
Fair value of equity issued to Seller | 15,325 | ||
Total consideration | 225,770 | ||
Allocation of purchase price | |||
Working capital, net | 1,530 | ||
Property and equipment | 64,204 | ||
Intangible assets | 126,066 | ||
Goodwill | 33,970 | ||
Total purchase price | $ 225,770 |
Casper Terminal Acquisition -60
Casper Terminal Acquisition - Pro Forma Information (Details) - Casper Crude to Rail, LLC - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 112,325 | $ 44,536 |
Operating income | 30,997 | 1,682 |
Net income (loss) | $ 21,310 | $ (12,043) |
Earnings (loss) per common unit (basic) (in dollars per share) | $ 0.93 | $ (0.52) |
Earnings (loss) per common unit (diluted) (in dollars per share) | $ 0.93 | $ (0.52) |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 4,640 | $ 6,490 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts | $ 21,000 | $ 24,000 | |
Bad debt expense | 0 | 1,424,000 | $ 0 |
Selling, General and Administrative Expenses | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Bad debt expense | $ 0 | $ 1,400,000 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 138,681,000 | $ 87,879,000 | |
Accumulated depreciation | (8,326,000) | (4,326,000) | |
Construction in progress | 2,655,000 | 506,000 | |
Property and equipment, net | 133,010,000 | 84,059,000 | |
Capitalized interest | $ 0 | 230,000 | $ 0 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 20 years | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 9,549,000 | 3,279,000 | |
Trackage and facilities | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 110,557,000 | 78,938,000 | |
Property and equipment, useful life | 20 years | ||
Pipeline | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 10,295,000 | 0 | |
Property and equipment, useful life | 20 years | ||
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 8,237,000 | 5,611,000 | |
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 10 years | ||
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 43,000 | $ 51,000 | |
Property and equipment, useful life | 5 years |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 33,970 | $ 0 |
Goodwill and Intangible Asset65
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount: | $ 126,066 | |
Accumulated amortization: | 1,485 | |
Intangible assets | 124,581 | $ 0 |
Amortization of intangible assets | 1,500 | |
Amortization expense 2016 | 12,600 | |
Amortization expense 2017 | 12,600 | |
Amortization expense 2018 | 12,600 | |
Amortization expense 2019 | 12,600 | |
Amortization expense 2020 | 12,600 | |
Customer service agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount: | 125,960 | |
Accumulated amortization: | $ 1,484 | |
Estimated useful life | 10 years | |
Years until the next renewal | 2 years 9 months 11 days | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount: | $ 106 | |
Accumulated amortization: | $ 1 |
Debt - Additional Information (
Debt - Additional Information (Details) | Nov. 13, 2015USD ($) | Oct. 15, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Nov. 30, 2008USD ($) |
Line of Credit Facility [Line Items] | ||||||
Deferred Finance Costs, Gross | $ 900,000 | |||||
Proceeds from long-term debt | $ 0 | $ 67,845,000 | $ 0 | |||
Revolving Credit Facility | Credit Facility | Canadian Prime Rate [Member] | Scenario 2 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Revolving Credit Facility | Credit Facility | Canadian Prime Rate [Member] | Scenario 2 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Revolving Credit Facility | Credit Facility | Canadian Dealer Offered Rate [Member] | Scenario 4 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Revolving Credit Facility | Credit Facility | Canadian Dealer Offered Rate [Member] | Scenario 4 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
Revolving Credit Facility | BOK Credit Agreement | ||||||
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 long-term debt | $ 67,800,000 | |||||
Credit facility, interest rate | 3.90% | 3.92% | ||||
Revolving credit facility, unused portion, fee percentage | 0.50% | |||||
Term Loan | Credit Facility | Canadian Prime Rate [Member] | Scenario 1 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.35% | |||||
Term Loan | Credit Facility | Canadian Prime Rate [Member] | Scenario 1 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.35% | |||||
Term Loan | Credit Facility | Canadian Dealer Offered Rate [Member] | Scenario 3 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.35% | |||||
Term Loan | Credit Facility | Canadian Dealer Offered Rate [Member] | Scenario 3 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.35% | |||||
Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Term of senior secured credit agreement | 5 years | |||||
Maximum borrowing capacity | 400,000,000 | $ 300,000,000 | ||||
Minimum interest coverage ratio | 2.50 | |||||
Maximum leverage ratio | 4.50 | |||||
Maximum alternative leverage ratio | 5 | |||||
Temporary adjustment of leverage ratio | 0.50 | |||||
Maximum consolidated senior secured leverage ratio | 3.50 | |||||
Secured Debt | Credit Facility | Material Acquisition Period | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum consolidated senior secured leverage ratio | 4 | |||||
Secured Debt | Revolving Credit Facility | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | $ 400,000,000 | $ 300,000,000 | |||
Maximum borrowing capacity with pay-down feature | 400,000,000 | |||||
Limit increase under accordion feature | 100,000,000 | |||||
Maximum borrowing capacity with accordion feature | $ 500,000,000 | |||||
Interest rate during period | 2.71% | 3.87% | ||||
Amount outstanding under the credit facility | $ 201,000,000 | $ 0 | ||||
Secured Debt | Revolving Credit Facility | Credit Facility | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.375% | |||||
Secured Debt | Revolving Credit Facility | Credit Facility | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.50% | |||||
Secured Debt | Revolving Credit Facility | Credit Facility | Base Rate | Scenario 1 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Secured Debt | Revolving Credit Facility | Credit Facility | Base Rate | Scenario 1 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Secured Debt | Revolving Credit Facility | Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario 3 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Secured Debt | Revolving Credit Facility | Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario 3 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
Secured Debt | Term Loan | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 | |||||
Increase in interest rate upon breach of covenant | 1.00% | |||||
Amount outstanding under the credit facility | 41,539,000 | 81,358,000 | ||||
Secured Debt | Term Loan | Credit Facility | Base Rate | Scenario 1 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.35% | |||||
Secured Debt | Term Loan | Credit Facility | Base Rate | Scenario 1 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.35% | |||||
Secured Debt | Term Loan | Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario 3 | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.35% | |||||
Secured Debt | Term Loan | Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario 3 | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.35% | |||||
Secured Debt | Letter of Credit | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Amount outstanding under the credit facility | $ 0 | $ 0 | ||||
Secured Debt | Standby Letters of Credit | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 20,000,000 | |||||
Secured Debt | Swingline Sub-facility | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 20,000,000 | |||||
Unsecured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 150,000,000 |
Debt - Capacity on Credit Facil
Debt - Capacity on Credit Facility (Details) - Secured Debt - Credit Facility | Oct. 15, 2014USD ($) | Dec. 31, 2015USD ($) | Nov. 13, 2015USD ($) | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||
Maximum alternative leverage ratio | 5 | |||
Maximum leverage ratio | 4.50 | |||
Maximum borrowing capacity | $ 300,000,000 | $ 400,000,000 | ||
Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Amounts outstanding | $ 41,500,000 | $ 81,400,000 | ||
Available credit facility capacity | 157,500,000 | 218,600,000 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 200,000,000 | 400,000,000 | 300,000,000 | |
Amounts outstanding | 201,000,000 | 0 | ||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Amounts outstanding | $ 0 | $ 0 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Line of Credit Facility [Line Items] | |||
Amortization of deferred financing costs | $ 659 | $ 1,056 | $ 1,420 |
Total interest expense | 4,368 | 4,825 | 3,241 |
BOK Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Interest expense | 0 | 2,819 | 1,821 |
Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Interest expense | $ 3,709 | $ 950 | $ 0 |
Debt - Composition of Long-term
Debt - Composition of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Less: Deferred financing costs, net | $ 0 | |
Total long-term debt, net | $ 239,444 | 78,458 |
Credit Facility | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Less: Deferred financing costs, net | (3,095) | (2,900) |
Credit Facility | Secured Debt | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Amount outstanding under the credit facility | 41,539 | 81,358 |
Credit Facility | Secured Debt | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Amount outstanding under the credit facility | $ 201,000 | $ 0 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | $ 22,158 | $ 15,540 |
Total deferred revenue, net of current portion | 2,022 | 3,656 |
Customer prepayments | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | 1,763 | 3,505 |
Total deferred revenue, net of current portion | 2,022 | 3,656 |
Minimum monthly commitment fees | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | $ 20,395 | $ 12,035 |
Collaborative Arrangements (Det
Collaborative Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Collaborative Arrangements [Line Items] | |||
Pipeline fees | $ 17,249 | $ 3,625 | $ 0 |
Prepaid pipeline fees | $ 6,400 | ||
Prepaid Expenses | |||
Collaborative Arrangements [Line Items] | |||
Prepaid pipeline fees | $ 4,100 |
Transactions with Related Par72
Transactions with Related Parties - Nature of Relationship (Details) - USD ($) $ in Thousands | Nov. 17, 2015 | Dec. 31, 2014 | Oct. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||||
Limited partner interest (as a percent) | 100.00% | 100.00% | |||
Limited Partner | USD Group LLC | |||||
Related Party Transaction [Line Items] | |||||
Limited partner interest (as a percent) | 98.00% | ||||
Limited Partner | USDG [Member] | |||||
Related Party Transaction [Line Items] | |||||
Limited partner interest (as a percent) | 50.10% | ||||
General Partner | USD Partners GP LLC | |||||
Related Party Transaction [Line Items] | |||||
General partner interest (as a percent) | 2.00% | ||||
General Partner | |||||
Related Party Transaction [Line Items] | |||||
Units issued | $ 335 | ||||
Units issued (in units) | 34,053 | ||||
General Partner | Casper Crude to Rail, LLC | |||||
Related Party Transaction [Line Items] | |||||
Units issued | $ 300 | ||||
Units issued (in units) | 34,053 |
Transactions with Related Par73
Transactions with Related Parties - Initial Public Offering Transactions (Details) - USD ($) | Oct. 15, 2014 | Oct. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||
Limited partner interest (as a percent) | 100.00% | 100.00% | ||
General partner units, issued (in units) | 461,136 | 427,083 | ||
Common units | ||||
Related Party Transaction [Line Items] | ||||
Limited partnership units, issued (in units) | 11,947,127 | 10,213,545 | ||
Limited partner interest (as a percent) | 47.10% | 42.80% | ||
Subordinated units | ||||
Related Party Transaction [Line Items] | ||||
Limited partnership units, issued (in units) | 10,463,545 | 10,463,545 | ||
USD Group LLC | Common units | ||||
Related Party Transaction [Line Items] | ||||
Limited partner interest (as a percent) | 4.70% | 5.10% | ||
USD Group LLC | Subordinated units | ||||
Related Party Transaction [Line Items] | ||||
Limited partner interest (as a percent) | 45.40% | 49.10% | ||
Limited Partner | USD Group LLC | ||||
Related Party Transaction [Line Items] | ||||
Limited partner interest (as a percent) | 98.00% | |||
IPO | ||||
Related Party Transaction [Line Items] | ||||
Assumed debt | $ 30,000,000 | |||
Borrowings under term loan facility | $ 100,000,000 | |||
IPO | Limited Partner | USD Group LLC | Common units | ||||
Related Party Transaction [Line Items] | ||||
Limited partnership units, issued (in units) | 1,093,545 | |||
IPO | Limited Partner | USD Group LLC | Subordinated units | ||||
Related Party Transaction [Line Items] | ||||
Limited partnership units, issued (in units) | 10,463,545 | |||
IPO | General Partner | USD Partners GP LLC | ||||
Related Party Transaction [Line Items] | ||||
General partner units, issued (in units) | 427,083 |
Transactions with Related Par74
Transactions with Related Parties - Omnibus Agreement (Details) - USD ($) $ in Thousands | Oct. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ||||
Related party, initial amount for certain general and administrative services | $ 3,500 | $ 3,000 | ||
Selling, general & administrative - related party | $ 9,735 | 6,905 | $ 1,475 | |
Limited Partner | USD Group LLC | Omnibus Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party, initial amount for certain general and administrative services | $ 4,900 | |||
Related party, fixed annual fee | $ 2,500 | |||
Selling, general & administrative - related party | 4,700 | 400 | ||
Contract agreement, term | 7 years | |||
Notification period for sale of assets | 60 days | |||
Good faith negotiation period | 60 days | |||
Period for transfer of assets to third party buyer, after good faith negotiation | 180 days | |||
Limited Partner | USDG [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | $ 200 | $ 500 |
Transactions with Related Par75
Transactions with Related Parties - Indemnification (Details) - USD Group LLC - Limited Partner - Omnibus Agreement [Member] | Oct. 15, 2014USD ($) |
Related Party Transaction [Line Items] | |
Aggregate deductible | $ 500,000 |
Maximum exposure, undiscounted | $ 10,000,000 |
Transactions with Related Par76
Transactions with Related Parties - Assignment of Costs (Details) - USDG [Member] - Limited Partner | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |
Freight costs | $ 2,900,000 |
Accounts receivable - related party | $ 0 |
Transactions with Related Par77
Transactions with Related Parties - Variable Interest Entities (Details) - Variable Interest Entity, Not Primary Beneficiary [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 196,000 | $ 134,000 | |
Total liabilities | 2,829,000 | 2,522,000 | |
Maximum exposure to loss | 0 | 0 | |
Related party sales | 1,900,000 | 1,500,000 | $ 962,000 |
Accounts Receivable - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 196,000 | 134,000 | |
Maximum exposure to loss | 0 | 0 | |
Deferred Revenue, Current Portion - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total liabilities | 1,287,000 | 591,000 | |
Maximum exposure to loss | 0 | 0 | |
Deferred Revenue, Noncurrent Portion - Related Party [Member] | |||
Variable Interest Entity [Line Items] | |||
Total liabilities | 1,542,000 | 1,931,000 | |
Maximum exposure to loss | $ 0 | $ 0 |
Transactions with Related Par78
Transactions with Related Parties - Related Party Revenue and Deferred Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion — related party | $ 5,485,000 | $ 5,256,000 | |
Accounts payable and accrued expenses — related party | 232,000 | 492,000 | |
USD Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion — related party | 4,200,000 | 2,600,000 | |
Accounts payable and accrued expenses — related party | 1,700,000 | 0 | |
Related party | J. Aron [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 3,963,000 | $ 2,624,000 | |
Related party | J. Aron [Member] | Terminalling services | |||
Related Party Transaction [Line Items] | |||
Related party sales | 3,499,000 | 0 | |
Related party | J. Aron [Member] | Freight and other reimbursables [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 464,000 | 2,624,000 | |
Related party | USD Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 10,402,000 | 0 | 0 |
Related party | USD Marketing [Member] | Terminalling services | |||
Related Party Transaction [Line Items] | |||
Related party sales | 5,228,000 | 0 | 0 |
Related party | USD Marketing [Member] | Freight and other reimbursables [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 85,000 | 0 | 0 |
Related party | USD Marketing [Member] | Fleet Leases [Member] | |||
Related Party Transaction [Line Items] | |||
Related party sales | 4,123,000 | 0 | 0 |
Related party | USD Marketing [Member] | Fleet services | |||
Related Party Transaction [Line Items] | |||
Related party sales | $ 966,000 | $ 0 | $ 0 |
Transactions with Related Par79
Transactions with Related Parties - Cost Allocations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
Related party, initial amount for certain general and administrative services | $ 3.5 | $ 3 |
Transactions with Related Par80
Transactions with Related Parties - Loan from USDG (Details) - CAD | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Limited partner interest (as a percent) | 100.00% | 100.00% |
USDG Loan [Member] | USDTC [Member] | Subsidiary of Common Parent [Member] | ||
Related Party Transaction [Line Items] | ||
Initial loan amount of unsecured loan facility | CAD 45,200,000 | |
Capacity to increase unsecured loan facility | CAD 70,000,000 |
Transactions with Related Par81
Transactions with Related Parties - Cash Distributions (Details) - USD ($) $ in Thousands | Nov. 13, 2015 | Aug. 14, 2015 | May. 15, 2015 | Feb. 13, 2015 | Dec. 31, 2015 |
USDG [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount Paid to USDG | $ 3,381 | $ 3,352 | $ 3,322 | $ 2,817 | $ 12,872 |
USD Group LLC | |||||
Related Party Transaction [Line Items] | |||||
Amount Paid to USD Partners GP LLC | $ 125 | $ 124 | $ 123 | $ 102 | $ 474 |
Transactions with Related Par82
Transactions with Related Parties - Transition Services Agreement (Details) $ in Thousands | 1 Months Ended |
Dec. 31, 2015USD ($) | |
Casper Crude to Rail Holdings, LLC [Member] | Cogent [Member] | Transition Services Agreement [Member] | |
Related Party Transaction [Line Items] | |
Accounting, administrative, customer support and information technology services | $ 44 |
Partners' Capital (Details)
Partners' Capital (Details) | 12 Months Ended | ||
Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Dec. 31, 2013$ / shares | |
Limited Partners' Capital Account [Line Items] | |||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 1.15 | $ 1.15 | $ 1.15 |
Targeted quarterly distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.2875 | $ 0.2875 | $ 0.2875 |
Limited Partner | Class A units | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 1 | ||
Tranche percentage of units | 20.00% | ||
Limited Partner | Class A units | First vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1.25 | ||
Limited Partner | Class A units | Second vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1.5 | ||
Limited Partner | Class A units | Third vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1.75 | ||
Limited Partner | Class A units | Last vesting tranche [Member] | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 2 |
Commitments and Contingencies -
Commitments and Contingencies - Railcar Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leased Assets [Line Items] | |||
Lease revenue | $ 7,710 | $ 13,572 | |
Railcar | |||
Operating Leased Assets [Line Items] | |||
2,016 | 4,630 | ||
2,017 | 4,698 | ||
2,018 | 4,054 | ||
2,019 | 4,054 | ||
2,020 | 4,054 | ||
Thereafter | 7,822 | ||
Total | 29,312 | ||
Fleet services | |||
Operating Leased Assets [Line Items] | |||
Lease revenue | $ 7,710 | $ 8,788 | $ 13,572 |
Commitments and Contingencies85
Commitments and Contingencies - Rail Service Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Commitments [Line Items] | |||
Subcontracted rail services | $ 7,710 | $ 6,994 | $ 1,898 |
Service Agreements, Labor Service Providers | |||
Other Commitments [Line Items] | |||
2,016 | 6,974 | ||
2,017 | 5,971 | ||
2,018 | 6,096 | ||
2,019 | 3,719 | ||
Total | $ 22,760 |
Commitments and Contingencies86
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leased Assets [Line Items] | |||
Fleet leases | $ 11,833 | $ 8,788 | $ 13,572 |
Property, Plant and Equipment | |||
Operating Leased Assets [Line Items] | |||
2,016 | 4,734 | ||
2,017 | 4,805 | ||
2,018 | 4,071 | ||
2,019 | 4,071 | ||
2,020 | 4,072 | ||
Thereafter | 7,880 | ||
Total | 29,633 | ||
Property, Plant and Equipment | Selling, General and Administrative Expenses | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 400 | $ 300 | $ 300 |
Commitments and Contingencies87
Commitments and Contingencies - Additional Information (Details) | Dec. 31, 2014railcar_unit_train |
Loss Contingencies [Line Items] | |
Number of railcars | 160 |
Corrosion | |
Loss Contingencies [Line Items] | |
Number of railcars | 130 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Reportable
Segment Reporting - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | |||||||||||
Railroad incentives | $ 434 | $ 719 | $ 0 | ||||||||
Fleet leases | 7,710 | 13,572 | |||||||||
Freight and other reimbursables | 1,880 | 2,141 | 1,778 | ||||||||
Operating revenue | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | $ 12,191 | $ 12,986 | $ 5,436 | $ 5,485 | 81,763 | 36,098 | 26,301 |
Operating costs | |||||||||||
Subcontracted rail services | 7,710 | 6,994 | 1,898 | ||||||||
Pipeline fees | 17,249 | 3,625 | 0 | ||||||||
Fleet leases | 11,833 | 8,788 | 13,572 | ||||||||
Freight and other reimbursables | 1,965 | 2,605 | 4,402 | ||||||||
Selling, general and administrative | 14,442 | 10,808 | 4,458 | ||||||||
Depreciation and amortization | 6,110 | 2,631 | 502 | ||||||||
Total operating costs | 17,232 | 14,746 | 14,588 | 12,743 | 11,795 | 10,963 | 7,216 | 5,477 | 59,309 | 35,451 | 24,832 |
Operating income | 8,831 | 7,051 | 5,807 | 765 | 396 | 2,023 | (1,780) | 8 | 22,454 | 647 | 1,469 |
Interest expense | 4,368 | 4,825 | 3,241 | ||||||||
Gain associated with derivative instruments | (5,161) | (1,536) | 0 | ||||||||
Foreign currency transaction loss (gain) | 201 | (4,850) | (39) | ||||||||
Provision for income taxes | 5,755 | 186 | 30 | ||||||||
Income (loss) from continuing operations | 6,675 | $ 6,325 | $ 2,652 | $ 2,041 | (1,229) | $ (1,179) | $ (4,199) | $ (1,071) | 17,693 | (7,678) | (1,841) |
Total assets | 328,398 | 148,280 | 328,398 | 148,280 | 77,192 | ||||||
Capital expenditures | 1,671 | 33,736 | 56,114 | ||||||||
Continuing Operations | |||||||||||
Operating costs | |||||||||||
Total assets | 328,398 | 148,280 | 328,398 | 148,280 | 77,192 | ||||||
Related party | |||||||||||
Revenues | |||||||||||
Revenues | 1,501 | ||||||||||
Fleet leases | 4,123 | ||||||||||
Freight and other reimbursables | 85 | 464 | 2,624 | ||||||||
Terminalling services | |||||||||||
Revenues | |||||||||||
Revenues | 58,841 | 18,266 | 7,130 | ||||||||
Terminalling services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 5,228 | 3,499 | 0 | ||||||||
Fleet services | |||||||||||
Revenues | |||||||||||
Revenues | 622 | 720 | 235 | ||||||||
Fleet leases | 7,710 | 8,788 | 13,572 | ||||||||
Fleet services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 2,840 | 1,501 | 962 | ||||||||
Fleet leases | 4,123 | 0 | 0 | ||||||||
Operating Segments | |||||||||||
Revenues | |||||||||||
Railroad incentives | 719 | ||||||||||
Operating Segments | Terminalling services | |||||||||||
Revenues | |||||||||||
Revenues | 58,841 | 18,266 | 7,130 | ||||||||
Railroad incentives | 434 | ||||||||||
Operating revenue | 64,503 | 22,484 | 7,130 | ||||||||
Operating costs | |||||||||||
Subcontracted rail services | 7,710 | 6,994 | 1,898 | ||||||||
Pipeline fees | 17,249 | 3,625 | |||||||||
Selling, general and administrative | 5,924 | 6,290 | 3,704 | ||||||||
Depreciation and amortization | 6,110 | 2,631 | 502 | ||||||||
Total operating costs | 36,993 | 19,540 | 6,104 | ||||||||
Operating income | 27,510 | 2,944 | 1,026 | ||||||||
Interest expense | 2,026 | 3,600 | 3,241 | ||||||||
Gain associated with derivative instruments | (5,161) | (1,536) | |||||||||
Foreign currency transaction loss (gain) | (166) | (4,406) | (39) | ||||||||
Provision for income taxes | 5,581 | 47 | 21 | ||||||||
Income (loss) from continuing operations | 24,898 | (3,573) | (2,275) | ||||||||
Total assets | 316,232 | 105,093 | 316,232 | 105,093 | 68,995 | ||||||
Capital expenditures | 1,671 | 33,736 | 56,114 | ||||||||
Operating Segments | Terminalling services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 5,228 | 3,499 | |||||||||
Operating Segments | Fleet services | |||||||||||
Revenues | |||||||||||
Revenues | 622 | 720 | 235 | ||||||||
Fleet leases | 7,710 | 8,788 | 13,572 | ||||||||
Freight and other reimbursables | 1,880 | 2,141 | 1,778 | ||||||||
Operating revenue | 17,260 | 13,614 | 19,171 | ||||||||
Operating costs | |||||||||||
Fleet leases | 11,833 | 8,788 | 13,572 | ||||||||
Freight and other reimbursables | 1,965 | 2,605 | 4,402 | ||||||||
Selling, general and administrative | 1,035 | 2,650 | 380 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating costs | 14,833 | 14,043 | 18,354 | ||||||||
Operating income | 2,427 | (429) | 817 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Foreign currency transaction loss (gain) | (43) | 17 | 0 | ||||||||
Provision for income taxes | 173 | 140 | 9 | ||||||||
Income (loss) from continuing operations | 2,211 | (552) | 808 | ||||||||
Total assets | 5,719 | 7,692 | 5,719 | 7,692 | 8,197 | ||||||
Capital expenditures | 0 | 0 | 0 | ||||||||
Operating Segments | Fleet services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 2,840 | 1,501 | 962 | ||||||||
Fleet leases | 4,123 | ||||||||||
Freight and other reimbursables | 85 | 464 | 2,624 | ||||||||
Corporate | |||||||||||
Operating costs | |||||||||||
Selling, general and administrative | 7,483 | 1,868 | 374 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating costs | 7,483 | 1,868 | 374 | ||||||||
Operating income | (7,483) | (1,868) | (374) | ||||||||
Interest expense | 2,342 | 1,225 | 0 | ||||||||
Foreign currency transaction loss (gain) | 410 | (461) | 0 | ||||||||
Provision for income taxes | 1 | (1) | 0 | ||||||||
Income (loss) from continuing operations | (9,416) | (3,553) | (374) | ||||||||
Total assets | $ 6,447 | $ 35,495 | 6,447 | 35,495 | 0 | ||||||
Capital expenditures | $ 0 | $ 0 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | $ 42,752 | $ 15,266 | $ 1,971 | ||||||||
Interest expense | (4,368) | (4,825) | (3,241) | ||||||||
Depreciation and amortization | (6,110) | (2,631) | (502) | ||||||||
Provision for income taxes | (5,755) | (186) | (30) | ||||||||
Gain associated with derivative instruments | 5,161 | 1,536 | 0 | ||||||||
Settlement of derivative contracts | (4,283) | (344) | 0 | ||||||||
Unit based compensation expense | (2,461) | (550) | 0 | ||||||||
Foreign currency transaction gain (loss) | 201 | (4,850) | (39) | ||||||||
Unrecovered reimbursable freight costs | 0 | (1,616) | 0 | ||||||||
Deferred revenue associated with minimum commitment fees | (7,444) | (9,478) | 0 | ||||||||
Income (loss) from continuing operations | $ 6,675 | $ 6,325 | $ 2,652 | $ 2,041 | $ (1,229) | $ (1,179) | $ (4,199) | $ (1,071) | 17,693 | (7,678) | (1,841) |
Settlement of derivatives | 403 | 64 | |||||||||
Corporate Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | (5,022) | (1,318) | (374) | ||||||||
Terminalling services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | 45,347 | 15,397 | 1,528 | ||||||||
Interest expense | (2,026) | (3,600) | (3,241) | ||||||||
Provision for income taxes | (5,581) | (47) | (21) | ||||||||
Foreign currency transaction gain (loss) | (166) | (4,406) | (39) | ||||||||
Income (loss) from continuing operations | 24,898 | (3,573) | (2,275) | ||||||||
Fleet services | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Adjusted EBITDA | 2,427 | 1,187 | 817 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Provision for income taxes | (173) | (140) | (9) | ||||||||
Foreign currency transaction gain (loss) | (43) | 17 | 0 | ||||||||
Income (loss) from continuing operations | $ 2,211 | $ (552) | $ 808 |
Segment Reporting - Revenue and
Segment Reporting - Revenue and Assets by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | $ 12,191 | $ 12,986 | $ 5,436 | $ 5,485 | $ 81,763 | $ 36,098 | $ 26,301 |
Total assets | 328,398 | 148,280 | 328,398 | 148,280 | 77,192 | ||||||
Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 328,398 | 148,280 | 328,398 | 148,280 | 77,192 | ||||||
Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 69,487 | 30,634 | 22,715 | ||||||||
Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 12,276 | 5,464 | 3,586 | ||||||||
U.S. | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 250,309 | 50,967 | 250,309 | 50,967 | 17,825 | ||||||
U.S. | Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 20,134 | 17,049 | 22,715 | ||||||||
U.S. | Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 6,945 | 1,933 | 3,586 | ||||||||
Canada | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | $ 78,089 | $ 97,313 | 78,089 | 97,313 | 59,367 | ||||||
Canada | Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | 49,353 | 13,585 | 0 | ||||||||
Canada | Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenue | $ 5,331 | $ 3,531 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Operating Loss Carryforwards [Line Items] | |||||
Federal and provincial income tax rate | 26.00% | ||||
Internal Revenue Service | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate | 34.00% | ||||
Effective franchise tax rate | 0.50% | 0.50% | |||
State and Local Jurisdiction | Canada Revenue Agency | |||||
Operating Loss Carryforwards [Line Items] | |||||
Canadian federal income tax rate | 15.00% | ||||
Scenario, Forecast | Canada Revenue Agency | |||||
Operating Loss Carryforwards [Line Items] | |||||
Federal and provincial income tax rate | 27.00% | ||||
Scenario, Forecast | State and Local Jurisdiction | Canada Revenue Agency | |||||
Operating Loss Carryforwards [Line Items] | |||||
Provincial tax rate | 12.00% | ||||
U.S. | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 0.7 | $ 0.7 | |||
Canada | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 4.9 | $ 4.9 | $ 8.5 | ||
Minimum | State and Local Jurisdiction | Canada Revenue Agency | |||||
Operating Loss Carryforwards [Line Items] | |||||
Provincial tax rate | 10.00% | ||||
Maximum | State and Local Jurisdiction | Canada Revenue Agency | |||||
Operating Loss Carryforwards [Line Items] | |||||
Provincial tax rate | 11.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax and Effective Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current income tax expense | |||
U.S. federal income taxes | $ 45 | $ 0 | $ 0 |
State income taxes | 154 | 156 | 30 |
Canadian federal and provincial income taxes | 4,742 | 30 | 0 |
Total current income tax expense | 4,941 | 186 | 30 |
Deferred income tax expense | |||
Canadian federal and provincial income taxes | 814 | 0 | 0 |
Deferred income taxes | 814 | 0 | 0 |
Provision for income taxes | $ 5,755 | $ 186 | $ 30 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred income tax assets | ||
Deferred revenues | $ 1,245 | $ 1,939 |
Capital and operating loss carryforwards | 424 | 1,496 |
Valuation allowance | (970) | (1,391) |
Deferred tax asset, net | 699 | 2,044 |
Deferred income tax liabilities | ||
Prepaid expense | 673 | 1,098 |
Property and equipment | 775 | 946 |
Deferred tax liability, gross | 1,448 | 2,044 |
Net deferred income tax liability | $ 749 | $ 0 |
- Schedule of Income (Loss) bef
- Schedule of Income (Loss) before Income Taxes and Reconciliation Between Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
Domestic | $ 3,222 | $ (2,374) | $ (1,527) |
Foreign | 20,226 | (5,118) | (284) |
Total income (loss) before taxes | 23,448 | (7,492) | (1,811) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax expense (benefit) at the U.S. statutory rate | 7,972 | (2,547) | (634) |
Income attributable to partnership not subject to income tax | 247 | 933 | 536 |
Foreign income tax rate differential | (2,303) | 313 | 28 |
Other | 135 | 0 | 10 |
State income taxes | 125 | 156 | 30 |
Change in valuation allowance | (421) | 1,331 | 60 |
Provision for income taxes | $ 5,755 | $ 186 | $ 30 |
Major Customers and Concentra96
Major Customers and Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | $ 12,191 | $ 12,986 | $ 5,436 | $ 5,485 | $ 81,763 | $ 36,098 | $ 26,301 |
Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 12,207 | ||||||||||
Concentration risk (as a percentage) | 14.90% | ||||||||||
Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 11,428 | ||||||||||
Concentration risk (as a percentage) | 14.00% | ||||||||||
Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 9,890 | ||||||||||
Concentration risk (as a percentage) | 12.10% | ||||||||||
Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 10,402 | ||||||||||
Concentration risk (as a percentage) | 12.70% | ||||||||||
Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 8,763 | ||||||||||
Concentration risk (as a percentage) | 10.70% | ||||||||||
Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 8,859 | ||||||||||
Concentration risk (as a percentage) | 10.80% | ||||||||||
Terminalling services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 98.00% | ||||||||||
Terminalling services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | ||||||||||
Terminalling services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 90.00% | ||||||||||
Terminalling services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 50.00% | ||||||||||
Terminalling services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | ||||||||||
Terminalling services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | ||||||||||
Fleet services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 2.00% | ||||||||||
Fleet services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | ||||||||||
Fleet services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 10.00% | ||||||||||
Fleet services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 50.00% | ||||||||||
Fleet services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | ||||||||||
Fleet services | Customer Concentration Risk [Member] | Customer Revenues [Member] | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% |
Derivative Financial Instrume97
Derivative Financial Instruments - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | |||
Net fair value | $ 3,705 | $ 3,705 | $ 1,660 |
Foreign Exchange Contract | |||
Derivative [Line Items] | |||
Net fair value | 3,705 | 1,660 | |
Foreign Exchange Contract | Prepaid Expenses | |||
Derivative [Line Items] | |||
Net fair value | 3,705 | 1,660 | |
Foreign Exchange Contract | Other Noncurrent Assets | |||
Derivative [Line Items] | |||
Net fair value | $ 0 | $ 0 |
Derivative Financial Instrume98
Derivative Financial Instruments - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2015CAD$ / option$ / CAD | Jun. 30, 2015CADcollar_arrangement | May. 30, 2014CAD | May. 14, 2014CAD$ / CAD | |
Derivative [Line Items] | |||||||
Exchange rate floor | $ / CAD | 0.91 | ||||||
Exchange rate cap | $ / CAD | 0.93 | ||||||
Gain associated with derivative instruments | $ | $ 5,161 | $ 1,536 | $ 0 | ||||
Foreign Exchange Option/Maturing in 2016 [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative, Number of Instruments Held | collar_arrangement | 4 | ||||||
Notional | CAD 32,000,000 | ||||||
Exchange rate floor | $ / CAD | 0.84 | ||||||
Exchange rate cap | $ / CAD | 0.86 | ||||||
Foreign Exchange Contract | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 37,200,000 | ||||||
Foregn Exchange Option/Maturing in 2015 [Member] | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 37,200,000 | ||||||
Puts (purchased) [Member] | Foreign Exchange Option/Maturing in 2016 [Member] | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 32,011,290 | ||||||
Strike Price | $ / option | 0.84 | ||||||
Market Price | $ / option | 0.7210 | ||||||
Puts (purchased) [Member] | Foregn Exchange Option/Maturing in 2015 [Member] | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 0 | ||||||
Strike Price | $ / option | 0 | ||||||
Market Price | $ / option | 0 | ||||||
Calls (written) [Member] | Foreign Exchange Option/Maturing in 2016 [Member] | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 32,011,290 | ||||||
Strike Price | $ / option | 0.86 | ||||||
Market Price | $ / option | 0.721 | ||||||
Calls (written) [Member] | Foregn Exchange Option/Maturing in 2015 [Member] | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 0 | ||||||
Strike Price | $ / option | 0 | ||||||
Market Price | $ / option | 0 | ||||||
Minimum | Foreign Exchange Option/Maturing in 2016 [Member] | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 7,900,000 | ||||||
Maximum | Foreign Exchange Option/Maturing in 2016 [Member] | |||||||
Derivative [Line Items] | |||||||
Notional | CAD 8,100,000 |
Derivative Financial Instrume99
Derivative Financial Instruments - Gain (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Gain associated with derivative instruments | $ (5,161) | $ (1,536) | $ 0 |
Derivative Financial Instrum100
Derivative Financial Instruments - Foreign Currency Contract (Details) $ in Thousands | Dec. 31, 2015USD ($) | Sep. 30, 2015CAD$ / option | Sep. 30, 2015USD ($)$ / option | Jun. 30, 2015CAD | Dec. 31, 2014USD ($) | May. 30, 2014CAD |
Derivative [Line Items] | ||||||
Net fair value | $ | $ 3,705 | $ 3,705 | $ 1,660 | |||
Foregn Exchange Option/Maturing in 2015 [Member] | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 37,200,000 | |||||
Foregn Exchange Option/Maturing in 2015 [Member] | Puts (purchased) [Member] | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 0 | |||||
Strike Price | 0 | 0 | ||||
Market Price | 0 | 0 | ||||
Net fair value | $ | $ 0 | 1,729 | ||||
Foregn Exchange Option/Maturing in 2015 [Member] | Calls (written) [Member] | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 0 | |||||
Strike Price | 0 | 0 | ||||
Market Price | 0 | 0 | ||||
Net fair value | $ | $ 0 | (69) | ||||
Foreign Exchange Option/Maturing in 2016 [Member] | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 32,000,000 | |||||
Foreign Exchange Option/Maturing in 2016 [Member] | Puts (purchased) [Member] | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 32,011,290 | |||||
Strike Price | 0.84 | 0.84 | ||||
Market Price | 0.7210 | 0.7210 | ||||
Net fair value | $ | $ 3,714 | 0 | ||||
Foreign Exchange Option/Maturing in 2016 [Member] | Calls (written) [Member] | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 32,011,290 | |||||
Strike Price | 0.86 | 0.86 | ||||
Market Price | 0.721 | 0.721 | ||||
Net fair value | $ | $ (9) | $ 0 |
Derivative Financial Instrum101
Derivative Financial Instruments - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | |||
Asset (liability) at fair value | $ 3,696 | $ 1,591 | |
Netting effect | (9) | (69) | |
Net fair value | 3,705 | $ 3,705 | 1,660 |
Other Current Assets [Member] | |||
Derivative [Line Items] | |||
Asset at fair value | 3,705 | 1,660 | |
Netting effect, asset | 0 | 0 | |
Asset | 3,705 | 1,660 | |
Other Noncurrent Assets | |||
Derivative [Line Items] | |||
Asset at fair value | 0 | 0 | |
Netting effect, asset | 0 | 0 | |
Asset | 0 | 0 | |
Other Current Liabilities [Member] | |||
Derivative [Line Items] | |||
Liability at fair value | (9) | (69) | |
Netting effect, liability | 9 | 69 | |
Liability | 0 | 0 | |
Other Noncurrent Liabilities [Member] | |||
Derivative [Line Items] | |||
Liability at fair value | 0 | 0 | |
Netting effect, liability | 0 | 0 | |
Liability | $ 0 | $ 0 |
Unit Based Compensation - Class
Unit Based Compensation - Class A Units (Details) $ / shares in Units, $ in Thousands | Oct. 08, 2014$ / shares | Aug. 31, 2014shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unit based compensation expense | $ | $ 2,461 | $ 550 | $ 0 | ||
Maximum | Quarterly | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Assumed distribution rate (in dollars per unit) | $ / shares | $ 0.2875 | ||||
Class A units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted to employees | 250,000 | ||||
Award vesting period | 4 years | ||||
Mamimum number of common units available for issuance | 300,625 | ||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 25.71 | ||||
Assumed annual cost of equity (as a percent) | 13.00% | ||||
Unit based compensation expense | $ | $ 1,300 | $ 600 | |||
Compensation expense for Class A units not expected to vest | $ | $ 19 | ||||
Class A units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unit conversion ratio, based on excessive distributions | 1 | 1.25 | |||
Class A units | Minimum | Quarterly | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Assumed distribution rate (in dollars per unit) | $ / shares | $ 0.24375 | $ 0.2875 | |||
Class A units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unit conversion ratio, based on excessive distributions | 2 | 2 | |||
Class A units | Maximum | Quarterly | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Assumed distribution rate (in dollars per unit) | $ / shares | $ 0.4905 | $ 0.3565 | |||
Limited Partner | Class A units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Partners' capital account (in shares) | 185,000 | 220,000 | |||
Partners' capital account, vested (in shares) | 0 | ||||
Partners' capital accounts, forfeited (in shares) | 35,000 | 30,000 |
Unit Based Compensation - Long-
Unit Based Compensation - Long-term Incentive Plan (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)installment$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | Oct. 15, 2014$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Unit based compensation expense | $ | $ 2,461 | $ 550 | $ 0 | |
Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Total | $ | $ 351 | |||
Long-Term Incentive Plan | Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common units authorized for issuance (in shares) | 1,654,167 | |||
Common units which remain available for issuance (in shares) | 1,280,146 | |||
Long-Term Incentive Plan | Common units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common share equivalents upon Phantom Units vesting | 1 | |||
Equity Classified | Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Awards beginning of period (in dollars per unit) | $ / shares | $ 0 | |||
Awards granted in period (in dollars per units) | $ / shares | 12.76 | |||
Awards vested in period (in dollars per units) | $ / shares | 0 | |||
Awards forfeited in period (in dollars per units) | $ / shares | 12.90 | |||
Awards end of period (in dollars per unit) | $ / shares | $ 12.75 | $ 0 | ||
Equity-classified Phantom Units | $ | $ 327 | |||
Equity Classified | Long-Term Incentive Plan | Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Award vesting period | 1 year | |||
Awards value at end of period | $ | $ 169 | |||
Liability Classified | Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Awards beginning of period (in dollars per unit) | $ / shares | $ 0 | |||
Awards granted in period (in dollars per units) | $ / shares | 12.76 | |||
Awards vested in period (in dollars per units) | $ / shares | 12.76 | |||
Awards forfeited in period (in dollars per units) | $ / shares | 0 | |||
Awards end of period (in dollars per unit) | $ / shares | $ 12.76 | $ 0 | ||
Payments made for Phantom Units | $ | $ 24 | |||
Liability Classified | Long-Term Incentive Plan | Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Award vesting period | 1 year | |||
Number of vesting tranches | installment | 4 | |||
Unit based compensation expense | $ | $ 1,200 | |||
Unrecognized compensation expense | $ | $ 3,600 | |||
Weighted average recognition period | 3 years 1 month 6 days | |||
Reclassified unit based compensation expense forfeited | $ | $ 5 | |||
Director or Independent Consultant | Equity Classified | Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Awards at beginning of period (in units) | 0 | |||
Awards granted in period (in units) | 24,045 | |||
Awards vested in period (in units) | 0 | |||
Awards forfeited in period (in units) | 0 | |||
Awards at end of period (in units) | 24,045 | 0 | ||
Director or Independent Consultant | Liability Classified | Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Awards at beginning of period (in units) | 0 | |||
Awards granted in period (in units) | 10,256 | |||
Awards vested in period (in units) | 0 | |||
Awards forfeited in period (in units) | 0 | |||
Awards at end of period (in units) | 10,256 | 0 | ||
Director or Independent Consultant | Liability Classified | Long-Term Incentive Plan | Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Award vesting period | 1 year | |||
Awards value at end of period | $ | $ 72 | |||
Employee | Equity Classified | Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Awards at beginning of period (in units) | 0 | |||
Awards granted in period (in units) | 367,548 | |||
Awards vested in period (in units) | 0 | |||
Awards forfeited in period (in units) | (17,572) | |||
Awards at end of period (in units) | 349,976 | 0 | ||
Employee | Liability Classified | Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Awards at beginning of period (in units) | 0 | |||
Awards granted in period (in units) | 17,702 | |||
Awards vested in period (in units) | (4,426) | |||
Awards forfeited in period (in units) | 0 | |||
Awards at end of period (in units) | 13,276 | 0 | ||
Employee | Liability Classified | Long-Term Incentive Plan | Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Awards value at end of period | $ | $ 93 | |||
Number of vesting tranches | installment | 4 | |||
IPO | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Shares price (dollars per share) | $ / shares | $ 17 |
Supplemental Cash Flow Infor104
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for income taxes | $ 3,995 | $ 101 | $ 26 |
Cash paid for interest | $ 3,695 | $ 3,588 | $ 1,829 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Thousands | Dec. 12, 2012subsidiary | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of subsidiaries | subsidiary | 5 | |||
Escrow received during period | $ 29,500 | $ 10,000 | ||
Gain on sale of discontinued operations | 0 | 0 | $ 7,295 | |
Income (loss) from discontinued operations | $ 0 | $ 0 | 948 | |
USDS | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations | $ 1,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operating Results from Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued operations: | |||
Revenues | $ 951 | ||
Income before provision for income taxes | 951 | ||
Provision for income taxes | 3 | ||
Net income | $ 0 | $ 0 | $ 948 |
Subsequent Events - Distributio
Subsequent Events - Distribution to Partners (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2016 | Feb. 04, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 1.15 | $ 1.15 | $ 1.15 | ||
Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Partners' distribution (in dollars per share) | $ 0.3 | ||||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | 1.2 | ||||
Distribution (in dollars per share) | $ 0.0075 | ||||
Increase in distribution (in dollars per share) | 2.60% | ||||
Increase in distribution | 4.30% | ||||
General partner distribution | $ 138 | ||||
Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution paid | 3,300 | ||||
Class A units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution paid | 56 | ||||
Common Units and Subordinated Units [Member] | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution paid | $ 3,500 |
Subsequent Events - Long-term I
Subsequent Events - Long-term Incentive Plan (Details) | 1 Months Ended | ||||
Mar. 02, 2016USD ($)shares | Feb. 29, 2016shares | Feb. 16, 2016$ / shares | Dec. 31, 2015shares | Oct. 15, 2014$ / shares | |
IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares price (dollars per share) | $ / shares | $ 17 | ||||
Long-Term Incentive Plan | Phantom Share Units (PSUs) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 118,198 | ||||
Payments made for Phantom Units | $ | $ 64,305 | ||||
Number of vesting periods | 4 | ||||
Long-Term Incentive Plan | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 95,910 | ||||
Long-Term Incentive Plan | Phantom Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common units authorized for issuance (in shares) | 1,654,167 | ||||
Mamimum number of common units available for issuance | 1,280,146 | ||||
Long-Term Incentive Plan | Phantom Share Units (PSUs) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common units authorized for issuance (in shares) | 574,873 | ||||
Mamimum number of common units available for issuance | 704,000 | ||||
Long-Term Incentive Plan | Common units | IPO | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares price (dollars per share) | $ / shares | $ 6.27 | ||||
Long-Term Incentive Plan | Director [Member] | Phantom Share Units (PSUs) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
U.S. | Long-Term Incentive Plan | Director or Independent Consultant | Phantom Share Units (PSUs) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 20,442 | ||||
U.S. | Long-Term Incentive Plan | Director or Independent Consultant | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 20,442 | ||||
Payments made for Phantom Units | $ | $ 0 | ||||
U.S. | Long-Term Incentive Plan | Employee | Phantom Share Units (PSUs) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 87,500 | ||||
U.S. | Long-Term Incentive Plan | Employee | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 75,468 | ||||
Payments made for Phantom Units | $ | $ 0 | ||||
Canada | Long-Term Incentive Plan | Director or Independent Consultant | Phantom Share Units (PSUs) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 10,256 | ||||
Canada | Long-Term Incentive Plan | Director or Independent Consultant | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted in period (in units) | 0 | ||||
Payments made for Phantom Units | $ | $ 64,305 |
Subsequent Events - Class A Uni
Subsequent Events - Class A Units (Details) - Class A units - Limited Partner - shares | Feb. 22, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Partners' capital account, vested (in shares) | 0 | |
Subsequent Event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Partners' capital account, vested (in shares) | 46,250 | |
Shares converted (in shares) | 46,250 |
Subsequent Events - Subordinate
Subsequent Events - Subordinated Units (Details) | Feb. 22, 2016shares |
Subsequent Event | Subordinated units | Limited Partner | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares converted (in shares) | 2,092,709 |
Subsequent Events - Revolving C
Subsequent Events - Revolving Credit Facility (Details) - USD ($) | Feb. 12, 2016 | Oct. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 13, 2015 |
Line of Credit Facility [Line Items] | ||||||
Proceeds from long-term debt | $ 0 | $ 67,845,000 | $ 0 | |||
Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 300,000,000 | $ 400,000,000 | ||||
Revolving Credit Facility | Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | 400,000,000 | 300,000,000 | |||
Amount outstanding under the credit facility | $ 201,000,000 | $ 0 | ||||
Scenario 1 | Minimum | Revolving Credit Facility | Base Rate | Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Scenario 1 | Maximum | Revolving Credit Facility | Base Rate | Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Scenario 3 | Minimum | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Scenario 3 | Maximum | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
Subsequent Event | Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Amount outstanding under the credit facility | $ 206,000,000 | |||||
Subsequent Event | Revolving Credit Facility | Secured Debt | Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Proceeds from long-term debt | $ 5,000,000 |
Quarterly Financial Data (Un112
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenue | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | $ 12,191 | $ 12,986 | $ 5,436 | $ 5,485 | $ 81,763 | $ 36,098 | $ 26,301 |
Operating expense | 17,232 | 14,746 | 14,588 | 12,743 | 11,795 | 10,963 | 7,216 | 5,477 | 59,309 | 35,451 | 24,832 |
Operating income | 8,831 | 7,051 | 5,807 | 765 | 396 | 2,023 | (1,780) | 8 | 22,454 | 647 | 1,469 |
Income from continuing operations | 6,675 | 6,325 | 2,652 | 2,041 | (1,229) | (1,179) | (4,199) | (1,071) | 17,693 | (7,678) | (1,841) |
Income from discontinued operations | 0 | 0 | 0 | 0 | 152 | (183) | (194) | 225 | 0 | 0 | 8,243 |
Net income (loss) | 6,675 | 6,325 | 2,652 | 2,041 | (1,077) | (1,362) | (4,393) | (846) | 17,693 | (7,678) | 6,402 |
Net income attributable to limited partner ownership interests in USD Partners LP | $ 6,542 | $ 6,198 | $ 2,599 | $ 2,000 | $ (1,055) | $ (1,335) | $ (4,305) | $ (829) | $ 17,339 | $ (7,524) | $ 6,274 |
Net loss per limited partner unit (USD per share) | $ 0.30 | $ 0.30 | $ 0.13 | $ 0.09 | $ (0.06) | $ (0.12) | $ (0.37) | $ (0.02) | $ 0.82 | $ (0.55) |