Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 03, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 101,955,956 | ||
Common Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 16,537,498 | ||
Subordinated Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,278,127 | ||
Class A Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 92,500 | ||
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 | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | ||||
Railroad incentives | $ 76 | $ 434 | $ 719 | |
Fleet leases | 2,577 | 8,788 | ||
Freight and other reimbursables | 1,955 | 1,880 | 2,141 | |
Total revenues | 111,125 | 81,763 | 36,098 | |
Operating costs | ||||
Subcontracted rail services | 8,077 | 7,710 | 6,994 | |
Pipeline fees | 20,799 | 17,249 | 3,625 | |
Fleet leases | 6,174 | 11,833 | 8,788 | |
Freight and other reimbursables | 1,955 | 1,965 | 2,605 | |
Operating and maintenance | 2,962 | 2,062 | 2,124 | |
Selling, general and administrative | 9,658 | 7,673 | 4,781 | |
Depreciation and amortization | 23,092 | 6,110 | 2,631 | |
Total operating costs | 78,485 | 59,309 | 35,451 | |
Operating income | 32,640 | 22,454 | 647 | |
Interest expense, net | 9,837 | 4,368 | 4,825 | |
Loss (gain) associated with derivative instruments | 140 | (5,161) | (1,536) | |
Foreign currency transaction loss (gain) | (750) | (201) | 4,850 | |
Income (loss) before provision for income taxes | 23,413 | 23,448 | (7,492) | |
Provision for (benefit from) income taxes | (759) | 5,755 | 186 | |
Net income (loss) | 24,172 | 17,693 | (7,678) | |
Net income (loss) attributable to limited partner interest | $ 23,690 | $ 17,339 | $ (7,524) | |
Common units | ||||
Operating costs | ||||
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 1.06 | $ 0.83 | $ (0.29) | |
Subordinated units | ||||
Operating costs | ||||
Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 1.02 | $ 0.82 | $ (0.63) | |
Related party | ||||
Revenues | ||||
Revenues | $ 2,840 | |||
Fleet leases | $ 3,560 | 4,123 | ||
Freight and other reimbursables | 0 | 85 | $ 464 | |
Operating costs | ||||
Selling, general and administrative | 5,768 | 4,707 | 3,903 | |
Terminalling services | ||||
Revenues | ||||
Revenues | 93,014 | 58,841 | 18,266 | |
Freight and other reimbursables | 13 | |||
Terminalling services | Related party | ||||
Revenues | ||||
Revenues | 6,933 | 5,228 | 3,499 | |
Fleet services | ||||
Revenues | ||||
Revenues | 1,084 | 622 | 720 | |
Fleet leases | 2,577 | 7,710 | 8,788 | |
Fleet services | Related party | ||||
Revenues | ||||
Revenues | 1,926 | 2,840 | 1,501 | |
Fleet leases | 3,560 | 4,123 | 0 | |
Predecessor | ||||
Operating costs | ||||
Net income (loss) | 0 | (7,206) | ||
Successor | ||||
Operating costs | ||||
Net income (loss) | $ (472) | |||
Limited Partner | Common units | ||||
Operating costs | ||||
Net income (loss) | $ 14,644 | $ 8,605 | $ (228) | |
Weighted average limited partner units outstanding (in units) | 13,867 | 10,427 | 3,042 | |
Limited Partner | Subordinated units | ||||
Operating costs | ||||
Net income (loss) | $ 8,898 | $ 8,581 | $ (234) | |
Weighted average limited partner units outstanding (in units) | 8,668 | 10,464 | 10,464 | |
Limited Partner | Predecessor | Common units | ||||
Operating costs | ||||
Net income (loss) | $ (668) | |||
Limited Partner | Predecessor | Subordinated units | ||||
Operating costs | ||||
Net income (loss) | $ (6,394) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 24,172 | $ 17,693 | $ (7,678) |
Other comprehensive income (loss) — foreign currency translation | (1,019) | (120) | 1,382 |
Comprehensive income (loss) | $ 23,153 | $ 17,573 | $ (6,296) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 24,172 | $ 17,693 | $ (7,678) |
Adjustments to reconcile net income (loss) to net cash provided by (used in)operating activities: | |||
Depreciation and amortization | 23,092 | 6,110 | 2,631 |
Loss (gain) associated with derivative instruments | 140 | (5,161) | (1,536) |
Settlement of derivative contracts | 2,399 | 4,283 | 344 |
Bad debt expense | 0 | 0 | 1,424 |
Amortization of deferred financing costs | 861 | 659 | 1,056 |
Unit based compensation expense | 4,074 | 2,461 | 550 |
Deferred income taxes | 46 | 814 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | 79 | 1,647 | (4,264) |
Accounts receivable — related party | 1,750 | (1,805) | 268 |
Prepaid expenses and other current assets | 30 | (572) | (4,515) |
Accounts payable and accrued expenses | (1,897) | (336) | (1,880) |
Accounts payable and accrued expenses — related party | (20) | (544) | (492) |
Deferred revenue and other liabilities | 1,854 | 9,500 | 17,497 |
Deferred revenue — related party | (2,850) | 585 | 0 |
Change in restricted cash | (654) | 870 | (6,490) |
Net cash provided by (used in) operating activities | 53,076 | 36,204 | (3,085) |
Cash flows from investing activities: | |||
Additions of property and equipment | (474) | (1,671) | (33,736) |
Proceeds from settlement of purchase price | 381 | 0 | 0 |
Acquisitions, net of cash received | 0 | (210,445) | 0 |
Purchase of derivative contracts | 0 | (1,167) | (468) |
Net cash used in investing activities | (93) | (213,283) | (34,204) |
Cash flows from financing activities: | |||
Payments on BOK credit facility | 0 | 0 | (97,845) |
Proceeds from borrowings on BOK credit facility | 0 | 0 | 67,845 |
Payments for deferred financing costs | 0 | (854) | (3,909) |
Contributions | 0 | 0 | 14,329 |
Distributions | (29,665) | (24,032) | (107,828) |
Vested phantom units used for payment of participant taxes | (77) | 0 | 0 |
Proceeds from issuance of units | 0 | 335 | 0 |
Proceeds from long-term debt | 20,000 | 203,000 | 100,000 |
Repayment of long-term debt | (41,556) | (30,492) | (14,992) |
Net proceeds from the initial public offering | 0 | 0 | 137,495 |
Repayment of loan from parent | 0 | 0 | (49,390) |
Net cash provided by (used in) financing activities | (51,298) | 147,957 | 45,705 |
Cash flows from discontinued operations: | |||
Net cash provided by investing activities | 0 | 0 | 29,473 |
Net cash used in financing activities | 0 | 0 | (5,232) |
Net cash provided by discontinued operations | 0 | 0 | 24,241 |
Effect of exchange rates on cash | (480) | (627) | 1,441 |
Net change in cash and cash equivalents | 1,205 | (29,749) | 34,098 |
Cash and cash equivalents — beginning of year | 10,500 | 40,249 | 6,151 |
Cash and cash equivalents — end of year | $ 11,705 | $ 10,500 | $ 40,249 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 11,705 | $ 10,500 |
Restricted cash | 5,433 | 4,640 |
Accounts receivable, net | 4,321 | 4,333 |
Accounts receivable — related party | 219 | 1,889 |
Prepaid expenses | 10,325 | 10,191 |
Other current assets | 2,562 | 3,908 |
Total current assets | 34,565 | 35,461 |
Property and equipment, net | 125,702 | 133,010 |
Intangible assets, net | 111,919 | 124,581 |
Goodwill | 33,589 | 33,970 |
Other non-current assets | 192 | 1,376 |
Total assets | 305,967 | 328,398 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,221 | 4,092 |
Accounts payable and accrued expenses — related party | 214 | 232 |
Deferred revenue, current portion | 26,928 | 22,158 |
Deferred revenue, current portion — related party | 4,292 | 5,485 |
Other current liabilities | 3,513 | 2,914 |
Total current liabilities | 37,168 | 34,881 |
Long-term debt, net | 220,894 | 239,444 |
Deferred revenue, net of current portion | 264 | 2,022 |
Deferred revenue, net of current portion — related party | 0 | 1,542 |
Deferred income tax liability, net | 823 | 749 |
Total liabilities | 259,149 | 278,638 |
Commitments and contingencies (Note 14) | ||
Partners’ capital | ||
General partner units (461,136 authorized and issued at December 31, 2016 and 2015) | 111 | 220 |
Accumulated other comprehensive loss | (1,157) | (138) |
Total partners' capital | 46,818 | 49,760 |
Total liabilities and partners' capital | 305,967 | 328,398 |
Common units | ||
Partners’ capital | ||
Limited partners' capital | 122,802 | 141,374 |
Class A units | ||
Partners’ capital | ||
Limited partners' capital | 1,811 | 1,749 |
Subordinated units | ||
Partners’ capital | ||
Limited partners' capital | $ (76,749) | $ (93,445) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
General partner units, authorized (in units) | 461,136 | 461,136 |
General partner units, issued (in units) | 461,136 | 461,136 |
Common units | ||
Limited partnership units, authorized (in units) | 14,185,599 | 11,947,127 |
Limited partnership units, issued (in units) | 14,185,599 | 11,947,127 |
Class A units | ||
Limited partnership units, authorized (in units) | 250,000 | 250,000 |
Limited partnership units, issued (in units) | 138,750 | 185,000 |
Subordinated units | ||
Limited partnership units, authorized (in units) | 10,463,545 | 10,463,545 |
Limited partnership units, issued (in units) | 8,370,836 | 10,463,545 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Accumulated other comprehensive income (loss) | Class A units | Limited PartnerCommon units | Limited PartnerClass A units | Limited PartnerSubordinated units | General Partner | First vesting trancheLimited PartnerCommon units | First vesting trancheLimited PartnerClass A units |
Partners' capital account beginning balance (in units) at Dec. 31, 2013 | 0 | ||||||||
Partners' capital account beginning balance (Predecessor Partner Interest) at Dec. 31, 2014 | $ 0 | ||||||||
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 (loss) | Predecessor Partner Interest | (7,206) | (668) | $ 0 | (6,394) | (144) | ||||
Net income (loss) | (7,678) | (228) | (234) | (10) | |||||
Unit based compensation expense | 0 | $ 550 | |||||||
Forfeited units (in units) | (30,000) | ||||||||
Forfeited units | $ 0 | ||||||||
Distributions | $ (9,462) | 0 | $ (90,538) | ||||||
Distributions, general partner | $ 0 | ||||||||
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 | (1,400) | $ 0 | |||||||
Partners' capital account ending balance (in units) at Dec. 31, 2014 | 220,000 | 10,213,545 | 220,000 | 10,463,545 | 427,083 | ||||
Partners' capital account beginning balance (Predecessor Partner Interest) at Dec. 31, 2015 | 0 | ||||||||
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 | 0 | 34,053 | ||||||
Units issued | $ 15,325 | $ 0 | $ 335 | ||||||
Allocation of partnership interests (in units) | 0 | 0 | 0 | ||||||
Allocation of partnership interests | Predecessor Partner Interest | 0 | ||||||||
Allocation of partnership interests | $ 0 | $ 0 | $ 0 | ||||||
Proceeds from IPO (in units) | 0 | ||||||||
Proceeds from IPO | $ 0 | ||||||||
Net income (loss) | Predecessor Partner Interest | 0 | ||||||||
Net income (loss) | $ 17,693 | 8,605 | 153 | 8,581 | 354 | ||||
Unit based compensation expense | 1,109 | 1,500 | |||||||
Forfeited units (in units) | (35,000) | ||||||||
Forfeited units | (245) | ||||||||
Distributions | (11,530) | (209) | (11,812) | ||||||
Distributions, general partner | (481) | ||||||||
Contributions, predecessor partner interest | Predecessor Partner Interest | $ 0 | ||||||||
Distributions, predecessor partner interest | Predecessor Partner Interest | 0 | ||||||||
Cumulative translation adjustment | (120) | (120) | |||||||
Partners' capital account ending balance (Predecessor Partner Interest) at Dec. 31, 2014 | 0 | ||||||||
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 | 185,000 | 11,947,127 | 185,000 | 10,463,545 | 461,136 | ||||
Partners' capital account beginning balance at Dec. 31, 2016 | 46,818 | (1,157) | $ 122,802 | $ 1,811 | $ (76,749) | $ 111 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Units issued (in units) | 0 | 0 | |||||||
Units issued | $ 0 | 0 | $ 0 | ||||||
Allocation of partnership interests (in units) | 2,138,959 | 2,092,709 | 46,250 | 46,250 | |||||
Allocation of partnership interests | $ (18,300) | (871) | $ 19,171 | ||||||
Common units issued for vested phantom units (in units) | 99,513 | ||||||||
Common units issued for vested phantom units | $ (77) | ||||||||
Net income (loss) | $ 24,172 | 14,644 | 148 | 8,898 | 482 | ||||
Unit based compensation expense | 2,670 | $ 977 | |||||||
Forfeited units (in units) | 0 | 0 | |||||||
Forfeited units | $ 0 | ||||||||
Distributions | (17,509) | (192) | (11,373) | ||||||
Distributions, general partner | (591) | ||||||||
Cumulative translation adjustment | $ (1,019) | (1,019) | |||||||
Partners' capital account ending balance (Predecessor Partner Interest) at Dec. 31, 2015 | 0 | ||||||||
Partners' capital account ending balance at Dec. 31, 2015 | $ 49,760 | $ (138) | $ 141,374 | $ 1,749 | $ (93,445) | $ 220 | |||
Partners' capital account ending balance (in units) at Dec. 31, 2016 | 138,750 | 14,185,599 | 138,750 | 8,370,836 | 461,136 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
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. We were formed 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 flows 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. Our common units are traded on the New York Stock Exchange, or NYSE, under the symbol USDP. From the time of our formation in June 2014, through the completion of our initial public offering in October 2014, our capital accounts included an approximate 2.0% general partner interest held by USD Partners GP LLC, a wholly-owned subsidiary of USDG, while all of our limited partner interests were held by USDG. Our capital accounts were distributed as follows at the specified dates: December 31, 2016 2015 Common units held by the Public 47.5 % 47.1 % Common units held by USDG 13.8 % 4.7 % Subordinated units held by USDG 36.1 % 45.4 % Class A units held by management 0.6 % 0.8 % General partner interest held by USD Partners GP LLC 2.0 % 2.0 % 100.0 % 100.0 % Initial Public Offering In October 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, or DERs. 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 22 — Discontinued Operations for additional details. Casper Terminal Acquisition In November 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 - Casper Terminal Acquisition 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, 2016 | |
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 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, but are not limited to, the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the allowance for doubtful accounts, the amounts of deferred revenue and related prepaid pipeline fees. Change in Reporting Entity Prior to the completion of our IPO in October 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 13 — 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 the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. 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 based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with "C$" immediately prior to the stated amount. 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. In December 2013, USDTC entered into a binding agreement with a major railway transportation company, which we refer to as the "Railway," effective with the commencement of the Hardisty terminal operations 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 U.S. 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, in October 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 significant interest or penalties for the underpayment of income taxes. Net income for financial statement purposes may differ significantly from the taxable income we allocate to our unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements set forth in 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. However, a portion of the Casper terminal is on land that is leased, where the lessor has the option to either purchase the facilities from us at salvage value, or to require us to remove our facilities at the termination of the lease and restore the land to its original condition. We have recognized an asset retirement obligation for our SART facility in the amount of $1.0 million at December 31, 2016 , representing the costs we expect to incur at final abandonment following the contract termination on May 1, 2017. The WCRT operates in a geographical and regulatory environment significantly different from that of SART and has unique operating characteristics that make determination of the economic life of the asset coupled with the methods of settlement necessary for estimating the fair value of the ARO related to this facility impracticable. With respect to the Casper terminal, we cannot reasonably estimate the timing, or determine the method that the lessor will elect with regard to the action we will be required to take at the termination of the lease. In each of these cases, the asset retirement obligation cost is considered indeterminate because there is limited 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 the Casper terminal and WCRT facilities in the periods in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. 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 the assets of our San Antonio terminal were impaired at December 31, 2016 , as discussed in more detail in Note 7 — Property and Equipment , following our decision in early 2017 to wind down these operations at the conclusion of our terminalling services agreement with a customer that was extended to May 1, 2017. 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. The goodwill reflected in our consolidated balance sheet arose in connection with our acquisition of the Casper terminal in November 2015 and is allocated to our Terminalling services segment. We test goodwill for impairment annually based on the carrying values of our reporting units on the first day of the third quarter of each year, 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: (1) projections of future financial performance, which includes contract renewal expectations; (2) market weighted average cost of capital; (3) EBITDA multiples derived from stock prices of public companies with similar operating and investment characteristics; and (4) EBITDA multiples for transactions based on actual sales and purchases of comparable businesses. We recognize an impairment loss when the carrying amount of a reporting unit exceeds its implied fair value. We reduce the carrying value of goodwill to its fair value when we determine that an impairment has occurred. We had no impairment of goodwill for the year ended December 31, 2016 . 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 senior secured 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 may 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 utilizes swaps, options and other financial instruments with similar characteristics 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 derivative contracts 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 or otherwise set the exchange rate at a specified date and amount. 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 Jumpstart Our Business Startups Act, or 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. Intangibles — Goodwill and Other In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2017-04, or ASU 2017-04, which amends the FASB Accounting Standards Codification, or ASC, Topic 350 to modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should recognize an impairment loss for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The pronouncement is effective for fiscal years beginning after December 15, 2019, or for any interim impairment testing within those fiscal years and is required to be applied prospectively, with early adoption permitted. We do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Restricted Cash In November 2016 the FASB issued Accounting Standards Update No. 2016-18, or ASU 2016-18, which amends ASC Topic 230 to require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when we reconcile the beginning-of-period and end-of-period total amounts shown on our consolidated statements of cash flows. The pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and is required to be applied retrospectively for all financial statements presented, with early adoption permitted. We do not expect to adopt this standard early, nor do we expect our adoption of this standard to have a material impact on our consolidated financial statements, other than the presentation of cash and cash equivalents within our consolidated statements of cash flows. Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, or ASU 2016-02, which amends ASC Topic 842 to require balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The amendment provides an option that permits us to elect not to recognize the lease assets and liabilities for leases with a term of 12 months or less. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. We cannot reasonably estimate the impact our adoption of ASU 2016-02 will currently have on our consolidated financial statements. We do not currently recognize operating leases in our balance sheets as will be required by ASU 2016-02, but record payments for operating leases as rent expense as incurred. Our process for implementing ASU 2016-02 will involve evaluating all of our existing leases with terms greater than 12 months to quantify the impact to our financial statements, developing accounting policies and internal control processes to address adherence to the requirements of the standard, evaluating the capability of existing accounting systems and any enhancements needed, determining the need to modify any bank or debt compliance requirements, and training and educating our workforce and the investment community regarding the financial statement impact that application of the standard will have. We have not yet initiated our process for implementing ASU 2016-02 and have not determined whether we will early adopt the provisions of this standard. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09, or ASU 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, which is now 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. Additionally, the FASB has issued and is likely to continue issuing Accounting Standards Updates to clarify application of the guidance in the original standard and to provide practical expedients for implementing the guidance, all of which will be effective upon adoption. We have performed an initial assessment of the impact our adoption of ASU 2014-09 is expected to have on our current accounting policies, which remains subject to revision following the review and approval of our management. Our implementation of these policies will next require us to develop appropriate financial models to permit quantifying the impact our application of ASU 2014-09 will have on our previously issued financial statements. Additionally, our implementation of ASU 2014-09 will require training and educating our workforce and the investment community regarding the financial statement impact that application of the standard will have based upon the terms of our existing contracts and any new contracts we may execute in the future. Our evaluation and modification of existing accounting policies is ongoing, but nearing completion. We currently expect to adopt ASU 2014-09 by applying the full retrospective transition method. The most significant policy revision we have identified to date relates to our accounting for the make-up rights provisions granted to customers of our Hardisty terminal. Under our current policy, we defer revenue associated with the make-up rights provisions until the earlier of when the throughput is utilized, the make-up rights expire, or when it is determined that the likelihood that the customer will utilize the make-up right is remote. Our revised revenue policy will require us to assess the value of the make-up rights option based upon the likelihood of exercise and the expected amount to be received from the option exercise to determine the amount of revenue to defer. For example, if we consider the make‑up rights option unlikely to be exercised, we would attribute no value to the option and apply 100% breakage resulting in the recognition of all the revenue. We have identified other elements within our consolidated financial statements that are likely to be affected by our policy revisions for assessing the value of make-up rights provisions granted to customers of our Hardisty terminal. However, we continue to evaluate the impact our adoption of ASU 2014-09 may have on other elements within our consolidated financial statements. We cannot currently quantify with sufficient accuracy the impact that our adoption will have on each of the elements we expect to be affected within our consolidated financial statements. The following discussion addresses the primary items within our financial statements we expect to be affected by our application of the requirements of ASU 2014-09, based upon modifications of our accounting policies, which have not yet been finalized. The discussion focuses on the impact we expect ASU 2014-09 to have on each of these items as compared with the amounts we have historically presented as a result of our application of currently accepted accounting standards associated with revenu |
NET INCOME PER LIMITED PARTNER
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | 12 Months Ended |
Dec. 31, 2016 | |
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 and any net income in excess of distributions to our limited partners, our general partner and the holder of the IDRs according to the distribution formula for available cash as set forth in our partnership agreement. We allocate any distributions in excess of earnings for the period to our limited partners and general partner based on their respective proportionate ownership interests in us, as set forth in the partnership agreement after taking into account distributions to be paid with respect to the IDRs. The formula for distributing available cash as set forth in our partnership agreement is as follows: 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 > $0.359375 to $0.431250 75% 25% Thereafter Amounts above $0.431250 50% 50% (1) Assumes our general partner maintains a 2% general partner interest in us. We determined basic and diluted net income (loss) per limited partner unit as set forth in the following tables: For the Year Ended December 31, 2016 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) $ 14,644 $ 8,898 $ 148 $ 482 $ 24,172 Less: Distributable earnings (2) 18,708 11,041 183 608 30,540 Distributions in excess of earnings $ (4,064 ) $ (2,143 ) $ (35 ) $ (126 ) $ (6,368 ) Weighted average units outstanding (3) 13,867 8,668 145 461 Distributable earnings per unit (4) $ 1.35 $ 1.27 $ 1.26 Overdistributed earnings per unit (5) (0.29 ) (0.25 ) (0.24 ) Net income per limited partner unit (basic and diluted) $ 1.06 $ 1.02 $ 1.02 (1) Represents earnings allocated to each class of units based on the actual ownership of the Partnership during the period. (2) Represents the per unit distributions paid of $0.3075 for the three months ended March 31, 2016 , $0.3150 for the three months ended June 30, 2016 , $0.3225 for the three months ended September 30, 2016 , and $0.3300 distributable for the three months ended December 31, 2016 , representing the full year-distribution amount of $1.275 per unit. Amounts presented for each class of units include a proportionate amount of the $756 thousand distributed and $262 thousand distributable to holders of the equity-classified phantom units pursuant to the DERs 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, 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 actual ownership of the Partnership during the year. (2) Represents the per unit distributions paid for the period of $0.2875 for the three months ended March 31, 2015, $0.2900 for the three months ended June 30, 2015, $0.2925 for the three months ended September 30, 2015 and $0.3000 for the three months ended December 31, 2015, representing the full year distribution of $1.17 per unit. Amounts presented for each class of units include a proportionate amount of the $434 thousand distributed for the year to holders of the equity-classified phantom units pursuant to the DERs 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 of the 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. |
CASPER TERMINAL ACQUISITION
CASPER TERMINAL ACQUISITION | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
CASPER TERMINAL ACQUISITION | CASPER TERMINAL ACQUISITION We acquired 100% of the membership interests of Casper Crude to Rail, LLC, which we refer to as the Casper terminal, in November 2015. The Casper terminal, primarily consists of a unit train-capable railcar loading facility with 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, and 1,733,582 of our 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 recognized 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 statements of operations. The following table summarizes our preliminary and final allocation of the consideration we paid for the Casper terminal among the 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 external advisers, with any consideration paid in excess of the fair value of the net assets being attributed to goodwill. Purchase Price Allocation Preliminary Final Consideration: (in thousands) Cash paid to Seller $ 210,445 $ 210,445 Fair value of equity issued to Seller 15,325 15,325 Total consideration $ 225,770 $ 225,770 Allocation of purchase price Working capital, net $ 1,530 $ 1,911 Property and equipment 64,204 64,204 Intangible assets 126,066 126,066 Goodwill 33,970 33,589 Total purchase price $ 225,770 $ 225,770 We have included the results of operations of the Casper terminal in our results of operations from the acquisition date. For the year ended December 31, 2016 , the Casper terminal generated revenues of $ 31.9 million and net income of $ 10.3 million. 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 our unaudited pro forma consolidated financial information as if the closing of the Casper terminal acquisition 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 the Casper terminal 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 from the incremental borrowings on our revolving credit facility. This pro forma information is not necessarily indicative of the actual results of operations that would have occurred if we had acquired the Casper terminal 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 also 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 a period of approximately three months following the closing while we transitioned such services to our management. |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 , we had restricted cash balances of $5.4 million and $4.6 million , respectively, for undistributed amounts retained in our joint revenue collection bank account. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE We had no allowances for doubtful accounts at December 31, 2016 , and approximately $21 thousand at December 31, 2015 . We had no bad debt expense for the years ended December 31, 2016 and 2015 , 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, 2016 | |
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) 2016 2015 (in thousands) Land $ 9,636 $ 9,549 N/A Trackage and facilities 108,782 110,557 20 Pipeline 10,313 10,295 20 Equipment 8,234 8,237 5-10 Furniture 44 43 5 Total property and equipment 137,009 138,681 Accumulated depreciation (13,821 ) (8,326 ) Construction in progress 2,514 2,655 Property and equipment, net $ 125,702 $ 133,010 The amounts classified as “Construction in progress” are excluded from amounts being depreciated. These amounts represent property that is not yet ready to be placed into productive service as of the respective consolidated balance sheet date. We had no capitalized interest costs for the years ended December 31, 2016 and 2015 , and $230 thousand of capitalized interest costs for the year ended December 31, 2014 . In August 2016, we received notification from the sole customer of our San Antonio terminal stating their intent to terminate our terminalling services agreement with them in early February 2017, which was extended in January 2017 to May 1, 2017. In early February 2017, the lessor of the real property upon which the San Antonio terminal resides indicated their intent to terminate our lease with them concurrently with the conclusion of the extension agreement for terminalling services we have with our customer, at which time we expect to wind down the operations of this terminal. As a result, we have recognized a non-cash impairment loss of approximately $3.5 million for the year ended December 31, 2016 , to write down the noncurrent assets of the terminal to fair market value, the charge for which we have included in "Depreciation and amortization" within our consolidated statements of operations. The impairment loss includes an asset retirement obligation of $1.0 million for amounts we expect to spend to restore the property to its original condition. We determined the fair market value of these assets to approximate $0.2 million , based upon market prices for similar assets and discounted cash flows we expect to derive from their use through the contract termination date. The San Antonio terminal is included in our Terminalling services segment as reported in our segment results included in Note 15 — Segment Reporting. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price paid for an entity over the estimated fair value of the assets acquired and liabilities assumed. Our goodwill originated from our acquisition of the Casper terminal, which is included in our Terminalling services segment. As of December 31, 2016 , the carrying amount of our goodwill was $33.6 million . Changes in the balance of Goodwill are presented in the following table (in thousands): Balance at December 31, 2014 $ — Goodwill recognized in connection with the Casper acquisition 33,970 Balance at December 31, 2015 33,970 Proceeds from settlement of Casper purchase price (381 ) Balance at December 31, 2016 $ 33,589 We test goodwill for impairment annually based on the carrying values of our reporting units on the first day of the third quarter of each year, or more frequently if events or changes in circumstances suggest that the fair value of a reporting unit is less than its carrying value. During the third quarter of 2016 we completed our impairment analysis of goodwill and determined that the fair value of the Casper terminal exceeded its carrying value at July 1, 2016. Even if our estimate of the fair value of goodwill had been reduced by 9% in our impairment analysis, no impairment loss would have resulted. The critical assumptions used in our analysis include the following: 1) A weighted average cost of capital of 10% ; 2) A capital structure consisting of approximately 35% debt and 65% equity; 3) A range of EBITDA multiples derived from equity prices of public companies with similar operating and investment characteristics, from 9x to 10x ; and 4) A range of EBITDA multiples for transactions based on actual sales and purchases of comparable businesses, from 8.5x to 9.5x . We measured the fair value of our Casper terminal by using an income analysis, market analysis and transaction analysis with weightings of 50% , 25% and 25% , respectively. Our estimate of fair value required us to use significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of our Casper terminal. We have not observed any events or circumstances subsequent to our analysis that would suggest the fair value of our Casper terminal is below its carrying amount as of December 31, 2016. Intangible Assets The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: December 31, 2016 December 31, 2015 (in thousands) Carrying amount: Customer service agreements $ 125,960 $ 125,960 Other 106 106 Total carrying amount 126,066 126,066 Accumulated amortization: Customer service agreements (14,135 ) (1,484 ) Other (12 ) (1 ) Total accumulated amortization (14,147 ) (1,485 ) Total intangible assets, net $ 111,919 $ 124,581 Our identifiable intangible assets at December 31, 2016 and 2015 , originated from our acquisition of the Casper terminal and are directly associated with our terminalling services segment. Refer to Note 4 — Casper Terminal Acquisition , for additional discussion of the Casper terminal acquisition. The customer service agreements are multi-year, take-or-pay agreements. The acquisition date fair value attributed to 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. At December 31, 2016 , the remaining average life of the agreements is 1.96 years until the next renewal. We are amortizing our intangibles over the 10 year estimated useful lives of these assets. The pre-tax amortization expense associated with intangible assets totaled approximately $12.6 million and $1.5 million for the years ended December 31, 2016 and 2015 , respectively. We expect the annual pre-tax amortization expense associated with our intangible assets at December 31, 2016 , to approximate $12.6 million for each of the next five years. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
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 Credit Agreement to increase the Revolving Credit Facility commitments thereunder to $ 300 million with the option to further increase them to $ 400 million subject to receipt of additional lender commitments and satisfaction of other conditions. This amendment to our Credit Agreement did not affect the interest rate, the October 15, 2019 maturity date, or the collateral and guarantees. In connection with the amendment, we incurred additional deferred financing costs of $0.9 million , which, in addition to the deferred financing costs from origination of the Credit Agreement, will be amortized over the remaining term of the Credit Agreement using the effective interest method. Our Revolving Credit Facility and any letters of credit issued thereunder 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 automatically transferred from the Term Loan Facility to the Revolving Credit Facility, ultimately increasing the availability on our Revolving Credit Facility to $400 million once the Term Loan Facility is fully repaid. In addition, we have the ability to increase the maximum amount of credit available under the Credit Agreement, as amended, by an aggregate amount of up to $100 million to a total facility size of $500 million , subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. The Revolving Credit Facility includes an aggregate $20 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 (as such term is defined in our senior secured credit facility) 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 in connection with the closing of our IPO 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. In the event the USDG net worth covenant is breached and not cured within a certain amount of time, the interest rate on the term loan will be increased by an additional 1.0% . Amounts outstanding on the Term Loan Facility are not subject to any scheduled repayment prior to its maturity on July 14, 2019. 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 3.66% and 2.71% at December 31, 2016 and 2015 , 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 Credit Agreement generally prohibits us from making cash distributions (subject to exceptions as set forth in the Credit Agreement). However, so long as no default exists or would be caused by making a cash distribution, we may make cash distributions to our 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, 2016 , 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 was as follows as of the specified dates: December 31, 2016 2015 (in millions) Aggregate borrowing capacity under the Credit Agreement $ 400.0 $ 400.0 Less: Term Loan Facility amounts outstanding 10.1 41.5 Revolving Credit Facility amounts outstanding 213.0 201.0 Letters of credit outstanding — — Available under the Credit Agreement (1) $ 176.9 $ 157.5 (1) Pursuant to the terms of our Credit Agreement our borrowing capacity at December 31, 2016 is limited to 4.5 times our trailing 12-month consolidated EBITDA. 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 $97.8 million prior to our repayment of 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% for the year ended December 31, 2014 , in addition to a fee of 0.50% that was charged on the unused portion of the BOK Credit Agreement. Interest expense associated with our outstanding indebtedness was as follows for the specified periods: For the Years Ended December 31, 2016 2015 2014 (in thousands) Interest expense on BOK Credit Agreement $ — $ — $ 2,819 Interest expense on Credit Agreement 8,986 3,773 980 Amortization of deferred financing costs 861 659 1,056 Total interest expense $ 9,847 $ 4,432 $ 4,855 Our long-term debt balances included the following components as of the specified dates: December 31, 2016 2015 (in thousands) Term Loan Facility $ 10,128 $ 41,539 Revolving Credit Facility 213,000 201,000 Less: Deferred financing costs, net (2,234 ) (3,095 ) Total long-term debt, net $ 220,894 $ 239,444 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2016 | |
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 customers of our Hardisty terminal 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 business, 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 the deferred revenue, which we will recognize as expense concurrently with our recognition of the associated revenue. The following table provides details of our deferred revenue with unrelated customers as reflected in our consolidated balance sheets as of the dates indicated: December 31, 2016 2015 (in thousands) Customer prepayments, current portion (1) $ 3,705 $ 1,763 Minimum monthly commitment fees 23,223 20,395 Total deferred revenue, current portion $ 26,928 $ 22,158 Customer prepayments (1) $ 264 $ 2,022 Total deferred revenue, net of current portion $ 264 $ 2,022 (1) Represents amounts associated with lease payments received in advance from our Fleet services customers. Refer to Note 13—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, 2016 | |
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 connected 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, our Hardisty terminal is the exclusive means by which crude oil from Gibson's Hardisty storage terminal may be transported by rail. We remit pipeline fees to Gibson for the transportation of crude oil to our Hardisty terminal based on a predetermined formula. For the years ended December 31, 2016 , 2015 and 2014 we recorded $20.8 million , $17.2 million and $3.6 million , respectively, as "Pipeline fees" in our consolidated statements of operations. Additionally, at December 31, 2016 and 2015 , we had prepaid pipeline fees of $6.8 million and $6.4 million , respectively, included in "Prepaid expenses" within 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. |
NONCONSOLIDATED VARIABLE INTERE
NONCONSOLIDATED VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NONCONSOLIDATED VARIABLE INTEREST ENTITIES | NONCONSOLIDATED VARIABLE INTEREST ENTITIES In 2014, we entered into purchase, assignment and assumption agreements to assign payment and performance obligations for certain operating lease agreements with lessors, as well as customer fleet service payments related to these operating leases, with unconsolidated entities in which we have variable interests. These variable interest entities, or VIEs, include LRT Logistics Funding LLC, USD Fleet Funding LLC, USD Fleet Funding Canada Inc., and USD Logistics Funding Canada Inc. We treat these entities as variable interests under the applicable accounting guidance due to their having an insufficient amount of equity invested at risk to finance their activities without additional subordinated financial support. We are not the primary beneficiary of the VIEs, as we do not have the 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. Prior to July 1, 2016, our activities with the VIEs were treated as related party transactions and disclosed in Note 13 – Transactions with Related Parties due to the managing member of the VIEs being a member of the board of directors of USD. The managing member subsequently transferred ownership and control of the companies to a party that is unaffiliated with USD or us. As a result, for periods following June 30, 2016, we no longer treat the VIEs as related parties. The following table summarizes the total assets and liabilities between us and the VIEs as reflected in our consolidated balance sheets at December 31, 2016 , as well as our maximum exposure to losses from entities 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 deferred revenues. December 31, 2016 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 7 $ — $ — Accounts payable — 3 — Deferred revenue, current portion — 1,297 — Deferred revenue, net of current portion — 264 — $ 7 $ 1,564 $ — We have assigned certain payment and performance obligations under the leases and master fleet service agreements for 2,613 of the railcars to the VIEs, but we have retained certain rights and obligations with respect to the servicing of these railcars. During the years 2016 , 2015 and 2014 , we provided no explicit or implicit financial or other support to these VIEs that were not previously contractually required. |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
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. USD is also 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, 2016 owned 3,186,254 of our common units and all 8,370,836 of our subordinated units representing a combined 49.9% limited partner interest in us. 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 owns all 461,136 of our general partner units representing an approximate 2% general partner interest in us, as well as all of our incentive distribution rights. Pursuant to our partnership agreement, our general partner is responsible for our overall governance and operations. Initial Public Offering Transactions In connection with our IPO, we entered into agreements regarding the vesting of assets in, 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 We are a party to an omnibus agreement with USD, USDG and certain of their subsidiaries including our general partner that provide for the following matters: • our payment of an annual amount to USDG for providing certain general and administrative services by USDG and its affiliates and 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 the calendar year for providing services for our benefit. The omnibus agreement provides that this amount, which included a fixed annual fee of $3.2 million and $2.5 million for the years ended December 31, 2016 and 2015 , respectively, 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 of assets to us, or an acquisition or disposition of assets by us, or our subsidiaries, or for changes in any law, rule or regulation applicable to us, which affects the cost of providing the general and administrative services. We also reimburse USDG for any out-of-pocket costs and expenses incurred on our behalf in providing general and administrative services to us. This reimbursement is in addition to our reimbursement of our general partner and its affiliates for certain costs and expenses incurred on our behalf for managing our business and operations, as required by our partnership agreement. The total amounts charged to us under the omnibus agreement for the years ended December 31, 2016 , 2015 and 2014 was $5.8 million , $4.7 million and $0.4 million , respectively, which amounts are included in "Selling, general and administrative — related party" in our consolidated statements of operations. We had a payable balance of $0.2 million with respect to these costs at December 31, 2016 and also at 2015 , included in "Accounts payable and accrued expenses — related party" within our consolidated balance sheets. From time to time, in the ordinary course of business, USD and its affiliates may receive vendor payments or other amounts due to us or our subsidiaries. In addition, we may make payments to vendors and other unrelated parties on behalf of USD and its affiliates for which they routinely reimburse us. We had a receivable balance at December 31, 2016 of $0.2 million related to these transactions included in "Accounts receivable — related party" within our consolidated balance sheet and no similar amounts receivable at December 31, 2015 . 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 factors, 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 the 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 entered into 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. We did no t receive any significant reimbursements pursuant to the terms of the assumption agreement for the year ended December 31, 2016 . During the year ended December 31, 2015 , we were reimbursed approximately $2.9 million , by USDG pursuant to the agreement. As of December 31, 2016 and 2015 , we had no amounts receivable in respect to these costs. Variable Interest Entities We entered into purchase, assignment and assumption agreements to assign payment and performance obligations for certain operating lease agreements as well as customer fleet service payments related to these operating leases with the VIEs. Prior to July 1, 2016, a member of the board of directors of USD exercised control over the VIEs as its managing member. Subsequent to June 30, 2016, the managing member transferred ownership of the VIEs to a party that is unaffiliated with USD or us. As a result, for periods following June 30, 2016, we no longer treat the VIEs as related parties. Refer to Note 12 – Nonconsolidated Variable Interest Entities for additional discussion and information regarding transactions with the VIEs subsequent to June 30, 2016. For periods prior to July 1, 2016, our related party sales to the VIEs are included in the accompanying consolidated statements of operations as set forth in the following table for the indicated periods: For the Years Ended December 31, 2016 2015 2014 (in millions) Fleet services — related parties $ 0.8 $ 1.9 $ 1.5 The following table summarizes the total assets and liabilities between us and the VIEs at December 31, 2015 , at which time the VIEs were considered related parties: 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 $ — Related Party Revenue and Deferred Revenue We have agreements to provide USD Marketing LLC, or USDM, a wholly owned subsidiary of USDG, terminalling and fleet services with respect to our Hardisty terminal operations, which include reimbursement to us for certain out-of-pocket expenses we incur. The terms and conditions of these agreements are consistent with the terms and conditions of our agreements with unrelated parties at the Hardisty terminal. Information about related party sales to USDM is presented below: For the Years Ended December 31, 2016 2015 2014 (in thousands) Terminalling services — related party $ 6,933 $ 5,228 $ — Fleet leases — related party 3,560 4,123 — Fleet services — related party 1,116 966 — Freight and other reimbursables — related party — 85 — $ 11,609 $ 10,402 $ — Additionally, we have deferred revenue included in "Deferred revenue, current – related party" in our consolidated balance sheets associated with our terminalling and fleets services agreements with USDM for amounts we have collected from them for their minimum volume commitment fees and prepaid lease amounts as follows: December 31, 2016 2015 (in thousands) Customer prepayments, current portion (1) $ 390 $ 390 Minimum monthly commitment fees 3,902 3,808 Total deferred revenue, current portion $ 4,292 $ 4,198 (1) Represents amounts associated with lease payments received in advance. We also have agreements with J. Aron & Company, or J. Aron, a wholly owned subsidiary of The Goldman Sachs Group, Inc., or GS, to provide terminalling and fleet services, with respect to our Hardisty terminal operations, which includes reimbursement to us for certain out-of-pocket expenses we incur. GS ceased to be a principal shareholder of USD in October 2014, and as a result, for 2015 and periods thereafter, 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 Year Ended December 31, 2014 (in thousands) Terminalling services — related party $ 3,499 Freight and other reimbursables — related party 464 $ 3,963 We did no t have any outstanding balances due from J. Aron as of December 31, 2016 and 2015 . 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 year ended December 31, 2014 were $3.5 million , which was recorded in "Selling, general and administrative — related party" within the consolidated statements of operations. Cash Distributions We paid 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 as set forth in the tables below on the dates indicated. Year Ended December 31, 2016 Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 4, 2016 February 15, 2016 February 19, 2016 $ 3,467 $ 138 April 28, 2016 May 9, 2016 May 13, 2016 3,554 142 July 28, 2016 August 8, 2016 August 12, 2016 3,640 145 October 27, 2016 November 7, 2016 November 14, 2016 3,727 149 $ 14,388 $ 574 Year Ended December 31, 2015 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 In 2014, we paid cash distributions of $107.8 million to USD in connection with the completion of our IPO. Transition Services Agreement In connection with our acquisition of the Casper terminal in November 2015, 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. Two officers of an affiliate of our general partner are the principal owners of Cogent. As a result these officers are considered to be beneficiaries of this agreement. Pursuant to the terms of this agreement, we incurred approximately $52 thousand and $44 thousand of expenses for December 31, 2016 and 2015 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Rail Service Agreements We have rail service agreements at our terminal facilities with labor service providers that expire at various dates from 2017 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 the end of the term. Under these agreements, we incurred approximately $8.1 million , $7.7 million and $7.0 million in service fees for the years ended December 31, 2016 , 2015 and 2014 , respectively, which are recorded in "Subcontracted rail services" within our consolidated statements of operations. The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2017 $ 7,105 2018 6,124 2019 3,704 Total $ 16,933 Operating Leases and Fleet Lease Income 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 , $0.4 million and $0.3 million in lease expenses for buildings, offices, tracks and land for the years ended December 31, 2016 , 2015 and 2014 , respectively, which are recorded in "Operating and maintenance" within our consolidated statements of operations. Additionally, we incurred $6.2 million , $11.8 million and $8.8 million of fleet service expenses for railcar leases for the years ended December 31, 2016 , 2015 and 2014 , respectively, which are recorded in "Fleet leases" within our consolidated statements of operations. The approximate amount of our future minimum lease payments under our non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2017 $ 4,467 2018 4,071 2019 4,071 2020 4,072 2021 4,072 Thereafter 3,831 Total $ 24,584 We serve as an intermediary to assist our customers with obtaining railcars. In connection with our leasing of railcars from third parties, we simultaneously enter into lease agreements with our customers for non-cancellable terms that are designed to recover our costs associated with leasing the railcars as well as a fee for providing this service. Our lease agreements with customers require them to make monthly payments to us totaling $29.2 million under non-cancellable terms through 2022 , which are concurrent with the payments we are required to make to our lessors under our non-cancellable operating leases as set forth in the table above. We record the revenue we derive from these leases in "Fleet leases" and "Fleet leases — related party" within our consolidated statements of operations. The approximate amount of our future rental income under non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2017 $ 5,789 2018 4,678 2019 4,678 2020 4,678 2021 4,678 Thereafter 4,678 Total $ 29,179 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 railcar cleanup and repair costs upon our return of these railcars to the lessors. We typically pass such costs on to our customers pursuant to the terms of our lease agreements with them. A legacy customer associated with a terminal sold by USD prior to our IPO has returned over 320 railcars to us, approximately 215 of which the lessors claim require additional cleaning and repair from alleged corrosion. We are currently in discussions with the lessors and our customer 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, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We manage our businesses in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges minimum monthly commitment fees under multi-year take-or-pay contracts to load various grades of crude oil into railcars as well as fixed fees per gallon to transload ethanol from railcars, including related logistics services. 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 our 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 the cash flows produced by our established reporting segments using Segment Adjusted EBITDA. We define Segment Adjusted EBITDA as "Net cash provided by operating activities" adjusted for changes in working capital items, changes in restricted cash, interest, income taxes, foreign currency transaction gains and losses, adjustments related to deferred revenue associated with minimum monthly commitment fees and other items which do not affect the underlying cash flows produced by our businesses. The following tables summarize our reportable segment data for continuing operations: For the Year Ended December 31, 2016 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 93,014 $ — $ — $ 93,014 Terminalling services — related party 6,933 — — 6,933 Railroad incentives 76 — — 76 Fleet leases — 2,577 — 2,577 Fleet leases — related party — 3,560 — 3,560 Fleet services — 1,084 — 1,084 Fleet services — related party — 1,926 — 1,926 Freight and other reimbursables 13 1,942 — 1,955 Freight and other reimbursables — related party — — — — Total revenues 100,036 11,089 — 111,125 Operating costs Subcontracted rail services 8,077 — — 8,077 Pipeline fees 20,799 — — 20,799 Fleet leases — 6,174 — 6,174 Freight and other reimbursables 13 1,942 — 1,955 Operating and maintenance 2,625 337 — 2,962 Selling, general and administrative 4,899 823 9,704 15,426 Depreciation and amortization 23,092 — — 23,092 Total operating costs 59,505 9,276 9,704 78,485 Operating income (loss) 40,531 1,813 (9,704 ) 32,640 Interest expense, net 1,006 — 8,831 9,837 Loss associated with derivative instruments 140 — — 140 Foreign currency transaction gain (28 ) (71 ) (651 ) (750 ) Provision for (benefit from) income taxes (1,184 ) 242 183 (759 ) Net income (loss) $ 40,597 $ 1,642 $ (18,067 ) $ 24,172 Total assets $ 297,250 $ 5,773 $ 2,944 $ 305,967 Capital expenditures and acquisitions $ 474 $ — $ — $ 474 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 revenues 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 Operating and maintenance 1,768 294 — 2,062 Selling, general and administrative 4,156 741 7,483 12,380 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, net 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 Net income (loss) $ 24,898 $ 2,211 $ (9,416 ) $ 17,693 Total assets $ 316,232 $ 5,719 $ 6,447 $ 328,398 Capital expenditures $ 212,116 $ — $ — $ 212,116 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 revenues 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 Operating and maintenance 1,924 200 — 2,124 Selling, general and administrative 4,366 2,450 1,868 8,684 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, net 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 for (benefit from) income taxes 47 140 (1 ) 186 Net loss $ (3,573 ) $ (552 ) $ (3,553 ) $ (7,678 ) Total assets $ 105,093 $ 7,692 $ 35,495 $ 148,280 Capital expenditures $ 33,736 $ — $ — $ 33,736 Segment Adjusted EBITDA The following table provides a reconciliation of Segment Adjusted EBITDA to "Net cash provided by (used in) operating activities": For the Years Ended December 31, 2016 2015 2014 (in thousands) Segment Adjusted EBITDA Terminalling services $ 67,507 $ 45,347 $ 15,397 Fleet services 1,813 2,427 1,187 Corporate activities (1) (5,630 ) (5,022 ) (1,318 ) Total Adjusted EBITDA 63,690 42,752 15,266 Add (deduct): Amortization of deferred financing costs 861 659 1,056 Deferred income taxes 46 814 — Bad debt expense — — 1,424 Unrecovered reimbursable freight costs (2) — — (1,616 ) Changes in accounts receivable and other assets 1,859 (730 ) (8,511 ) Changes in accounts payable and accrued expenses (1,917 ) (880 ) (2,372 ) Changes in deferred revenue and other liabilities (996 ) 10,085 17,497 Change in restricted cash (654 ) 870 (6,490 ) Interest expense, net (9,837 ) (4,368 ) (4,825 ) Benefit from (provision for) income taxes 759 (5,755 ) (186 ) Foreign currency transaction gain (loss) (3) 750 201 (4,850 ) Deferred revenue associated with minimum monthly commitment fees (4) (1,485 ) (7,444 ) (9,478 ) Net cash provided by (used in) operating activities $ 53,076 $ 36,204 $ (3,085 ) (1) Corporate activities represent corporate and financing transactions that are not allocated to our established reporting segments. (2) Represents costs incurred with respect to unrecovered reimbursable freight costs associated with the initial delivery of railcars in support of our Hardisty terminal. (3) Represents foreign exchange transaction gains or losses associated with activities between our U.S. and Canadian subsidiaries. (4) Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to our 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 Note 10 – Deferred Revenue for additional discussion of deferred revenue. The following tables summarize the geographic data for our continuing operations: For the Year Ended December 31, 2016 U.S. Canada Total (in thousands) Revenues Third party $ 44,792 $ 53,914 $ 98,706 Related party $ 5,426 $ 6,993 $ 12,419 Total assets $ 224,450 $ 81,517 $ 305,967 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES U.S. Federal and State Income Taxes We are treated as a partnership for U.S. 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 also subject to state franchise tax in the state of Texas, which is treated as an income tax under the applicable accounting guidance. Our U.S. federal income tax expense for the year ended December 31, 2016 and 2015 is based upon our effective federal income tax rate of 34% as applied to the taxable loss of USD Rail LP in 2016 in the amount of $755 thousand and taxable income in the amount of $161 thousand for 2015 . As a result of the losses in 2016 we did no t record a provision for U.S. federal income tax for that year. For the year ended December 31, 2015 , we utilized U.S. federal net operating loss carryforwards to partially offset our taxable income. For the year ended December 31, 2014 , we had no U.S. federal income tax expense, and our state income tax expense was determined based on an effective Texas franchise tax rate of 0.50% . Foreign 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 which raised income tax rates on Alberta businesses from a previous rate of 10% to an effective rate of 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 the combined federal and provincial income tax rate of 27% as applied to the pretax book income for our Canadian operations for 2016 . The combined rate was also used to compute deferred income tax expense, which is the result of temporary differences that are expected to reverse in the future. For the year ended December 31, 2015 , we used $3.0 million of available net operating loss carryforwards to partially offset our taxable income. As a result our effective Canadian income tax rate was 23.4% for 2015 . For the year ended December 31, 2014 , there was a net loss in our Canadian operations resulting in a loss carryforward. In 2016 , prior to filing our 2015 Canadian tax returns, we adopted a methodology for determining the return attributable to our Canadian subsidiaries based upon completion of a study we initially commissioned in 2015 . The methodology for determining the return attributable to our Canadian subsidiaries supported by this study resulted in a reduction of our Canadian income tax liability for the 2015 tax year by $4.4 million . The resulting decrease in our Canadian income tax liability is reflected in our 2016 statements of operations as a reduction to our 2016 provision for income taxes. Consolidated Provision for (Benefit from) Income Taxes Components of our provision for (benefit from) income taxes are presented below: Years Ended December 31, 2016 2015 2014 (in thousands) Current income tax expense (benefit) U.S. federal income tax $ — $ 346 $ — Benefit of U.S. federal operating loss carryforward — (301 ) — State income tax 208 154 156 Canadian federal and provincial income taxes (benefits) (1,013 ) 5,596 30 Benefit of Canadian operating loss carryforwards — (854 ) — Total current income tax expense (benefit) (805 ) 4,941 186 Deferred income tax expense (benefit) U.S. federal income tax 245 — — Canadian federal and provincial income taxes (benefits) (199 ) 814 — Total change in deferred income tax expense 46 814 — Provision for (benefit from) income taxes $ (759 ) $ 5,755 $ 186 The components of our income (loss) before provision for 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, 2016 2015 2014 (in thousands) Domestic $ 27,367 $ 3,222 $ (2,374 ) Foreign (3,954 ) 20,226 (5,118 ) Income (loss) before provision for income taxes $ 23,413 $ 23,448 $ (7,492 ) Income tax expense (benefit) at the U.S. federal statutory rate $ 7,961 $ 7,972 $ (2,547 ) Income (loss) attributable to partnership not subject to income tax (8,718 ) 247 933 Foreign income tax rate differential 397 (2,303 ) 313 Other (68 ) 135 — State income tax expense 201 125 156 Change in valuation allowance (532 ) (421 ) 1,331 Provision for (benefit from) income taxes $ (759 ) $ 5,755 $ 186 We have adopted the provisions of ASU 2015-17. Accordingly, we have classified our net deferred income tax liabilities as non-current in our consolidated balance sheets at December 31, 2016 and 2015 . Our deferred income tax assets and liabilities 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 as of the dates indicated: December 31, 2016 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ 89 $ — $ 89 Capital loss carryforwards — 438 438 Operating loss carryforwards 257 — 257 Deferred income tax liabilities Prepaid expenses (592 ) — (592 ) Property and equipment — (577 ) (577 ) Deferred income tax liability (246 ) (139 ) (385 ) Valuation allowance — (438 ) (438 ) Deferred income tax liability, net $ (246 ) $ (577 ) $ (823 ) December 31, 2015 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ 1,212 $ — $ 1,212 Capital loss carryforwards — 424 424 Operating loss carryforwards 7 — 7 Deferred income tax liabilities Prepaid expenses (673 ) — (673 ) Property and equipment — (749 ) (749 ) Deferred income tax asset (liability) 546 (325 ) 221 Valuation allowance (546 ) (424 ) (970 ) Deferred income tax liability, net $ — $ (749 ) $ (749 ) Our available U.S. federal loss carryforward was approximately $0.8 million at December 31, 2016, and will begin expiring in 2036 . During the year ended December 31, 2015 , we utilized all of our available loss carryforward of $0.7 million existing at December 31, 2014 for U.S. federal income tax purposes. The Canadian loss carryforward was approximately $4.4 million and $4.9 million at December 31, 2016 and 2015 , respectively, and will begin expiring in 2033 . We are subject to examination by the taxing authorities for the years ended December 31, 2016 , 2015 and 2014 . USD has agreed to indemnify us for all federal, state and local liabilities for periods preceding the closing date of our initial public offering. We did no t have any unrecognized income tax benefits or any income tax reserves for uncertain tax positions as of December 31, 2016 and 2015 . |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The following tables provide the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2016 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 $ 11,140 10.0 % 96 % 4 % Customer B $ 15,827 14.2 % 100 % — % Customer C $ 11,436 10.3 % 100 % — % Customer D $ 11,611 10.4 % 60 % 40 % Customer E $ 10,158 9.1 % 100 % — % Customer F $ 4,334 3.9 % — % 100 % Customer G $ 15,249 13.7 % 100 % — % For the Year Ended December 31, 2015 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 % — % Customer C $ 9,890 12.1 % 90 % 10 % Customer D $ 10,402 12.7 % 50 % 50 % Customer E $ 8,763 10.7 % 100 % — % Customer F $ 8,859 10.8 % — % 100 % Customer G $ 1,846 2.3 % 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, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Our net income and cash flows are subject to fluctuations resulting from changes in interest rates on our variable rate debt obligations and foreign currency exchange rates, particularly with respect to the U.S. dollar and the Canadian dollar. At December 31, 2016 and 2015 , 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 significant portion of the cash flows we produce are derived from our Hardisty terminal operations in the province of Alberta, Canada, which generate cash flows denominated in Canadian dollars. As a result, fluctuations in the exchange rate between the Canadian dollar and the U.S. dollar could have a significant effect on our results of operations, cash flows and financial position. We endeavor to limit our foreign currency risk exposure with derivative financial instruments. Specifically, we utilize foreign currency collar derivative contracts, representing written call options and purchased put options, forward contracts, including swaps, and other types of derivative financial instruments to reduce these risks. Economically, the derivatives set an effective exchange rate for a specified value of Canadian cash flows as set forth in the derivative contracts. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecasted transaction and are not entered into for speculative purposes. In April 2016, we entered into four separate forward contracts with an aggregate notional amount of C$33.5 million to manage our exposure to fluctuations in the exchange rate between the Canadian dollar and the U.S. dollar resulting from our Canadian operations during the 2017 calendar year. Each forward contract effectively fixes the exchange rate we will receive for each Canadian dollar we sell to the counterparty. One of these forward contracts will settle at the end of each fiscal quarter during 2017 and secures an exchange rate where a Canadian dollar is exchanged for an amount between 0.7804 and 0.7809 U.S. dollars. In June 2015, we entered into four separate collar arrangements with an aggregate notional value of C $32.0 million , which were scheduled to settle at the end of each fiscal quarter during 2016, each having 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 was exchanged for an amount between 0.84 and 0.86 U.S. dollars. In May 2014, we entered into collar arrangements with an aggregate notional value of C $37.2 million , which, similar to the derivative contracts discussed above, were 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. Derivative Positions We recorded all of our derivative financial instruments at their fair values within our consolidated balance sheets as follows at the dates indicated: December 31, 2016 2015 (in thousands) Other current assets $ 1,167 $ 3,705 We have not designated our derivative financial instruments as hedges of our foreign currency rate exposures. As a result, changes in the fair value of these derivatives are recorded as "Loss (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, 2016 2015 2014 (in thousands) Loss (gain) associated with derivative instruments $ 140 $ (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 tables present summarized information about the fair values of our outstanding foreign currency contracts: December 31, 2016 Notional Forward Rate (1) Market Price (1) Fair Value (in thousands) Forward contracts maturing in 2017 March 31, 2017 C$ 8,300,000 0.7804 0.7444 $ 299 June 30, 2017 C$ 8,400,000 0.7805 0.7453 296 September 29, 2017 C$ 8,400,000 0.7807 0.7462 290 December 29, 2017 C$ 8,400,000 0.7809 0.7473 282 Total $ 1,167 (1) Forward rates and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars. The forward rate represents the rate we will receive upon settlement and the market price represents the rate we would expect to pay had the contract been settled on December 31, 2016 . December 31, 2015 Notional Strike Price (1) Market Price (1) Fair Value (in thousands) 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) 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 non-current assets or liabilities on a net basis by counterparty. The terms of the International Swaps and Derivatives Association 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 tables below as of the dates indicated. December 31, 2016 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,167 $ — $ — $ — $ 1,167 Effects of netting arrangements — — — — $ — Fair value of derivatives - net presentation $ 1,167 $ — $ — $ — $ 1,167 December 31, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 3,714 $ — $ (9 ) $ — $ 3,705 Effects of netting arrangements (9 ) — 9 — $ — Fair value of derivatives - net presentation $ 3,705 $ — $ — $ — $ 3,705 For more information on our accounting policies regarding derivatives, refer to the derivative financial instruments discussion in Note 2 — Summary of Significant Accounting Policies . |
PARTNERS' CAPITAL
PARTNERS' CAPITAL | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
PARTNERS' CAPITAL | PARTNERS' CAPITAL Our 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 to exercise the rights and privileges available to limited partners under our partnership agreement. Our Class A units are limited partner interests in us that entitle the holders to nonforfeitable distributions that are equivalent to the distributions paid to holders of our common units (excluding any arrearages of unpaid minimum quarterly distributions from prior quarters) and, as a result, are considered participating securities. Our Class A units do not have voting rights and vest in four equal annual installments over the four years following the consummation of our 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 vesting, 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 was 1.00 for the first vesting tranche and will not be more than 1.50 for the second vesting tranche, 1.75 for the third vesting tranche and 2.00 for the final vesting tranche. In February 2016, pursuant to the terms set forth in our partnership agreement, the first vesting tranche of 46,250 Class A units vested. We determined that, upon conversion, each vested Class A unit would receive one common 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. Our partnership agreement provides that, while any subordinated units remain outstanding, holders of our 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 convert into common units on a one -for-one basis in separate sequential tranches. Each tranche is comprised of 20.0 percent of the subordinated units issued in conjunction with our IPO. A separate tranche is eligible to convert on or after December 31, 2015 (but no more frequently than once in any twelve -month period), provided on such 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 our 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. In February 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. Pursuant to the terms of the USD Partners LP 2014 Long-Term Incentive Plan, which we refer to as the LTIP, our phantom unit awards, or Phantom Units, granted to directors and employees of our general partner and its affiliates, which we classify as equity, are converted into our common units upon vesting. Equity-classified Phantom Units totaling 111,545 vested during 2016, of which 99,513 were converted into our common units after 12,032 Phantom Units were withheld from participants for the payment of applicable employment-related withholding taxes. The conversion of these Phantom Units did not have any economic impact on Partners' Capital, as the economic impact is recognized over the vesting period. Additional information and discussion regarding our unit based compensation plans is included below in Note 20 - Unit Based Compensation . 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. |
UNIT BASED COMPENSATION
UNIT BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
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 138,750 and 185,000 were outstanding as of December 31, 2016 and 2015 . In February 2016, pursuant to the terms set forth in our partnership agreement, the first vesting tranche of 46,250 Class A units vested based upon our distributions paid for the four preceding quarters and were converted on a one -to- one basis into 46,250 common units. The average grant date fair value of all Class A units was $25.71 per unit at December 31, 2016 and 2015 . Years Ended December 31, 2016 2015 Class A units outstanding at beginning of period 185,000 220,000 Vested (46,250 ) — Forfeited — (35,000 ) Class A units outstanding at end of period 138,750 185,000 Our Class A units vest over a four year period if established distribution target thresholds are attained each year of 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 additional 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 242,813 at December 31, 2016 . Each of the Class A units have DERs, until they are forfeited, expire, or are terminated. However, distributions over the vesting period are not paid in arrears 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 9, 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 years ended December 31, 2016 and 2015 , we revised our assumptions regarding the vesting probabilities associated with the performance-based vesting requirements to reflect our current expectations regarding future quarterly distribution rates. 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 vesting. We recognized approximately $1.0 million , $1.3 million and $0.6 million as compensation expense for the years ended December 31, 2016 , 2015 and 2014 , respectively, related to the Class A units granted, which costs are included in “Selling, general and administrative” in our consolidated statements of operations. Each holder 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 statements of partners’ capital. However, any 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. We did no t recognize any compensation expense for distributions paid on Class A units that are not expected to vest for the years ended December 31, 2016 and 2014 , whereas 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 were forfeited. Long-term Incentive Plan In 2016 and 2015, the board of directors of our general partner, acting in its capacity as the general partner, approved grants of 576,373 and 419,551 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under the USD Partners LP 2014 Long-Term Incentive Plan. The total number of our common units initially authorized for issuance under the LTIP was 1,654,167 , of which 715,791 remained available at December 31, 2016 . The Phantom Units are subject to all of the terms and conditions of the LTIP and the Phantom Unit award agreements, which are collectively referred to as the Award Agreements. Award amounts for each of the grants were generally determined by reference to a specified dollar amount determined by 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 closing price of one of our common units preceding the grant date, as quoted on the NYSE. Phantom Unit awards generally represent rights to receive our common units upon vesting. However, with respect to the awards granted to directors and employees of our general partner and its affiliates domiciled in Canada, for each Phantom Unit that vests a participant is entitled to receive cash for an amount equivalent to the closing market price of one of our common units on the vesting date. Each Phantom Unit granted under the Award Agreements includes an accompanying DER, which entitles each participant 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. The Award Agreements granted to employees of our general partner and its affiliates 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. The following table presents award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom 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 Granted 64,830 472,912 $ 6.41 Vested (24,045 ) (87,500 ) $ 12.66 Forfeited — (4,580 ) $ 7.29 Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 The following table presents award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.78 Vested (1) — (4,426 ) $ 12.78 Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.78 Granted 21,610 17,021 $ 6.39 Vested (1)(2) (10,256 ) (8,682 ) $ 11.34 Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2015 and December 31, 2016 , at the closing price for our common units as quoted on the NYSE. We paid $32 thousand for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2015 , and $137 thousand for such Phantom Units that vested on December 31, 2016 . (2) Phantom Unit grants to Directors and independent consultants domiciled in Canada vested on February 16, 2016, at the closing price for our common units as quoted on the NYSE, resulting in our payment of $64 thousand for the vested Phantom Units. The fair value of each Phantom Unit on the grant date is equal to the closing 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 and its affiliates 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 "Other current liabilities" in our consolidated balance sheets. With respect to the Phantom Units granted to employees of our general partner and its affiliates 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 and its affiliates domiciled in the United States, we revalue the unvested Phantom Units outstanding at the end of each reporting period throughout the requisite service 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 sheets. For the years ended December 31, 2016 and 2015 , we recognized $3.1 million and $1.2 million of compensation expense associated with outstanding Phantom Units. As of December 31, 2016 , we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $5.3 million , which we expect to recognize over a weighted average period of 2.5 years . We have elected to account for actual forfeitures as they occur rather than using an estimated forfeiture rate to determine the number of awards we expect to vest. We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Years Ended December 31, 2016 2015 (in thousands) Equity-classified Phantom Units (1) $ 868 $ 327 Liability-classified Phantom Units 56 24 Total $ 924 $ 351 (1) For the years ended December 31, 2016 and 2015 , we reclassified $3 thousand and $5 thousand , respectively to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental cash flow information for the periods indicated: For the Years Ended December 31, 2016 2015 2014 (in thousands) Cash paid for income taxes $ 845 $ 3,995 $ 101 Cash paid for interest $ 8,722 $ 3,695 $ 3,588 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
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, the Sale, to a large energy transportation, terminalling and pipeline company, which we refer to as the Acquirer. During the year ended December 31, 2014 , we received approximately $29.5 million that was held in escrow related to the Sale. We did not have any events that occurred in 2016 or 2015 related to discontinued operations and we do not expect any events to occur in future years. Continuing Cash Flows from 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 continued to receive indirect cash flows. We have not participated in any revenue producing activities with respect to USDS and the cash flows terminated upon the expiration of the assigned service agreement on February 15, 2015. For the years ended December 31, 2016 , 2015 and 2014 , we did no t receive any amounts with respect to the assigned service agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Distribution to Partners On February 1, 2017 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a quarterly cash distribution payable of $0.3300 per unit, or $1.32 per unit on an annualized basis, for the three months ended December 31, 2016 . The distribution represents an increase of $0.0075 per unit or 2.3% over the prior quarter distribution per unit, and is 14.8% over our minimum quarterly distribution per unit. We paid the distribution on February 17, 2017 , to unitholders of record at the close of business on February 13, 2017 . We paid $3.6 million to our public common unitholders, $46 thousand to the Class A unitholders, an aggregate of $3.8 million to USDG as the holder of our common units and our subordinated units and $152 thousand to USD Partners GP LLC for their general partner interest. Long-term Incentive Plan In February and March of 2017, awards of 290,597 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 64,830 64,830 $ — U.S. domiciled employee 204,157 124,985 — Canadian domiciled directors and independent consultants 21,610 — 276,608 290,597 189,815 $ 276,608 (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 $12.80 . In February 2017 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner approved the grant of 687,099 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 and March 2017 Phantom Unit award activity, we have approximately 129,474 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. Vesting of Class A units On February 20, 2017, pursuant to the terms set forth in our partnership agreement, the second tranche of 46,250 Class A units vested. We determined the Class A unit conversion amount to be one and one-half 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 69,375 common units. Subordinated Units Conversion On February 20, 2017 , pursuant to the terms set forth in our partnership agreement, we converted the second subordinated unit tranche of 2,092,709 subordinated units into our common units upon satisfaction of the conditions established for conversion. Revolving Credit Facility Activity Subsequent to December 31, 2016 , we borrowed an additional $5.0 million and repaid $4.0 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 , expandable to $400 million as the Term Loan Facility is repaid, and expires on October 15, 2019. In addition, we repaid C$10.0 million (the equivalent of $7.6 million ) on our Term Loan Facility. Subsequent to this activity, we had amounts outstanding of $214.0 million under the Revolving Credit Facility and $2.7 million under the Term Loan Facility. Customer Contract Expiration and Renewal A major customer of our Casper terminal, whose terminalling services agreement with us expires in the third quarter of 2017 , if not otherwise renewed or extended, did not exercise its option to extend the agreement for an additional three-year term. Although we are in active discussions with this customer, as well as other existing and potential new customers, for the provision of terminalling services following the expiration of this agreement, we can make no assurances regarding the outcome of these discussions. We cannot currently estimate the impact this event may have on our financial condition, but among other outcomes, it could result in a non-cash impairment loss of the carrying value of our intangible assets for customer service agreements. |
QUARTERLY FINANCIAL DATA (Unaud
QUARTERLY FINANCIAL DATA (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) First Second Third Fourth (in thousands, except per unit amounts) 2016 Quarters Operating revenue $ 26,357 $ 27,871 $ 28,343 $ 28,554 Operating expense (1) $ 18,834 $ 18,454 $ 18,843 $ 22,354 Operating income $ 7,523 $ 9,417 $ 9,500 $ 6,200 Net income $ 2,150 $ 5,235 $ 12,831 $ 3,956 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,107 $ 5,131 $ 12,575 $ 3,877 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.23 $ 0.49 $ 0.17 2015 Quarters Operating revenue $ 13,508 $ 20,395 $ 21,797 $ 26,063 Operating expense $ 12,743 $ 14,588 $ 14,746 $ 17,232 Operating income $ 765 $ 5,807 $ 7,051 $ 8,831 Net income $ 2,041 $ 2,652 $ 6,325 $ 6,675 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,000 $ 2,599 $ 6,198 $ 6,542 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.13 $ 0.30 $ 0.30 (1) Operating expense for the fourth quarter of 2016 includes a non-cash impairment loss of approximately $3.5 million , to write down the noncurrent assets of the San Antonio rail terminal to fair market value. |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 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, but are not limited to, the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the allowance for doubtful accounts, the amounts of deferred revenue and related prepaid pipeline fees. Change in Reporting Entity Prior to the completion of our IPO in October 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 the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. |
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 based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with "C$" immediately prior to the stated amount. |
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 U.S. 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, in October 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 significant interest or penalties for the underpayment of income taxes. Net income for financial statement purposes may differ significantly from the taxable income we allocate to our unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements set forth in 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. However, a portion of the Casper terminal is on land that is leased, where the lessor has the option to either purchase the facilities from us at salvage value, or to require us to remove our facilities at the termination of the lease and restore the land to its original condition. We have recognized an asset retirement obligation for our SART facility in the amount of $1.0 million at December 31, 2016 , representing the costs we expect to incur at final abandonment following the contract termination on May 1, 2017. The WCRT operates in a geographical and regulatory environment significantly different from that of SART and has unique operating characteristics that make determination of the economic life of the asset coupled with the methods of settlement necessary for estimating the fair value of the ARO related to this facility impracticable. With respect to the Casper terminal, we cannot reasonably estimate the timing, or determine the method that the lessor will elect with regard to the action we will be required to take at the termination of the lease. In each of these cases, the asset retirement obligation cost is considered indeterminate because there is limited 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 the Casper terminal and WCRT facilities in the periods 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. The goodwill reflected in our consolidated balance sheet arose in connection with our acquisition of the Casper terminal in November 2015 and is allocated to our Terminalling services segment. We test goodwill for impairment annually based on the carrying values of our reporting units on the first day of the third quarter of each year, 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: (1) projections of future financial performance, which includes contract renewal expectations; (2) market weighted average cost of capital; (3) EBITDA multiples derived from stock prices of public companies with similar operating and investment characteristics; and (4) EBITDA multiples for transactions based on actual sales and purchases of comparable businesses. We recognize an impairment loss when the carrying amount of a reporting unit exceeds its implied fair value. We reduce the carrying value of goodwill to its fair value when 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 senior secured 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 may 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 utilizes swaps, options and other financial instruments with similar characteristics 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 derivative contracts 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 or otherwise set the exchange rate at a specified date and amount. 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 Jumpstart Our Business Startups Act, or 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. Intangibles — Goodwill and Other In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2017-04, or ASU 2017-04, which amends the FASB Accounting Standards Codification, or ASC, Topic 350 to modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should recognize an impairment loss for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The pronouncement is effective for fiscal years beginning after December 15, 2019, or for any interim impairment testing within those fiscal years and is required to be applied prospectively, with early adoption permitted. We do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Restricted Cash In November 2016 the FASB issued Accounting Standards Update No. 2016-18, or ASU 2016-18, which amends ASC Topic 230 to require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when we reconcile the beginning-of-period and end-of-period total amounts shown on our consolidated statements of cash flows. The pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and is required to be applied retrospectively for all financial statements presented, with early adoption permitted. We do not expect to adopt this standard early, nor do we expect our adoption of this standard to have a material impact on our consolidated financial statements, other than the presentation of cash and cash equivalents within our consolidated statements of cash flows. Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, or ASU 2016-02, which amends ASC Topic 842 to require balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The amendment provides an option that permits us to elect not to recognize the lease assets and liabilities for leases with a term of 12 months or less. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. We cannot reasonably estimate the impact our adoption of ASU 2016-02 will currently have on our consolidated financial statements. We do not currently recognize operating leases in our balance sheets as will be required by ASU 2016-02, but record payments for operating leases as rent expense as incurred. Our process for implementing ASU 2016-02 will involve evaluating all of our existing leases with terms greater than 12 months to quantify the impact to our financial statements, developing accounting policies and internal control processes to address adherence to the requirements of the standard, evaluating the capability of existing accounting systems and any enhancements needed, determining the need to modify any bank or debt compliance requirements, and training and educating our workforce and the investment community regarding the financial statement impact that application of the standard will have. We have not yet initiated our process for implementing ASU 2016-02 and have not determined whether we will early adopt the provisions of this standard. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09, or ASU 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, which is now 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. Additionally, the FASB has issued and is likely to continue issuing Accounting Standards Updates to clarify application of the guidance in the original standard and to provide practical expedients for implementing the guidance, all of which will be effective upon adoption. We have performed an initial assessment of the impact our adoption of ASU 2014-09 is expected to have on our current accounting policies, which remains subject to revision following the review and approval of our management. Our implementation of these policies will next require us to develop appropriate financial models to permit quantifying the impact our application of ASU 2014-09 will have on our previously issued financial statements. Additionally, our implementation of ASU 2014-09 will require training and educating our workforce and the investment community regarding the financial statement impact that application of the standard will have based upon the terms of our existing contracts and any new contracts we may execute in the future. Our evaluation and modification of existing accounting policies is ongoing, but nearing completion. We currently expect to adopt ASU 2014-09 by applying the full retrospective transition method. The most significant policy revision we have identified to date relates to our accounting for the make-up rights provisions granted to customers of our Hardisty terminal. Under our current policy, we defer revenue associated with the make-up rights provisions until the earlier of when the throughput is utilized, the make-up rights expire, or when it is determined that the likelihood that the customer will utilize the make-up right is remote. Our revised revenue policy will require us to assess the value of the make-up rights option based upon the likelihood of exercise and the expected amount to be received from the option exercise to determine the amount of revenue to defer. For example, if we consider the make‑up rights option unlikely to be exercised, we would attribute no value to the option and apply 100% breakage resulting in the recognition of all the revenue. We have identified other elements within our consolidated financial statements that are likely to be affected by our policy revisions for assessing the value of make-up rights provisions granted to customers of our Hardisty terminal. However, we continue to evaluate the impact our adoption of ASU 2014-09 may have on other elements within our consolidated financial statements. We cannot currently quantify with sufficient accuracy the impact that our adoption will have on each of the elements we expect to be affected within our consolidated financial statements. The following discussion addresses the primary items within our financial statements we expect to be affected by our application of the requirements of ASU 2014-09, based upon modifications of our accounting policies, which have not yet been finalized. The discussion focuses on the impact we expect ASU 2014-09 to have on each of these items as compared with the amounts we have historically presented as a result of our application of currently accepted accounting standards associated with revenue. Once ASU 2014-09 is adopted and presented on a full retrospective basis, we anticipate the variances between periods for each of the items discussed will not be significantly different than the historical trends in each of these items. Terminalling Services Revenue and Deferred Revenue - We expect the terminalling services revenue of our Hardisty terminal operations to increase by a portion of the amounts previously deferred in connection with the payments we receive from our customers for their minimum monthly volume commitments. We have historically deferred recognition of all such amounts due to the make-up rights we have granted customers of our Hardisty terminal for periods up to six months following the month for which the minimum volume commitments were paid. Historically, breakage associated with these make-up rights options has been 100% , which could result in our recognizing a portion, or all of the previously deferred amounts as revenue upon our adoption of ASU 2014-09. Breakage rates will be regularly evaluated and modified as necessary to reflect our current expectations and experience. Pipeline Fees and Prepaid Expenses - We expect our pipeline fees to increase by a portion of the amounts we have paid to Gibson and historically recorded as prepaid pipeline fees in connection with the revenue we have collected from customers of our Hardisty terminal for minimum monthly commitment fees, for which we have deferred recognition. We have historically recognized these prepaid pipeline fees as expense concurrently with the recognition of revenue associated with the expiration of the make-up rights we granted to customers of our Hardisty terminal. As a result of our expected recognition of a portion of the previously deferred revenue, we expect to concurrently recognize a comparable portion of the prepaid pipeline fees as expense in connection with our adoption of ASU 2014-09. Provision for Income Taxes and Non-current Deferred Income Tax Liability - As a result of the anticipated increases in “Terminalling services revenue” and “Pipeline fees” as discussed above, we expect our provision for income taxes and the related non-current deferred income tax liability to be affected by the change resulting from the expected increase in “Income (loss) from continuing operations before provision for income taxes.” Other Comprehensive Income (Loss) - Foreign Currency Translation and Accumulated Other Comprehensive Income (Loss) - Our translation of the foregoing items within our consolidated income statements and balance sheets will also result in changes to the amounts reported in our consolidated statements of comprehensive income (loss) for “Other comprehensive income (loss) – foreign currency translation” and the related amount for “Accumulated other comprehensive income (loss)” included in our consolidated balance sheets. The functional currency of our Hardisty terminal is the Canadian dollar, which we translate into U.S. dollars for reporting in our consolidated financial statements. Cash Flows From Operating Activities - We do not expect our adoption of ASU 2014-09 to affect the amount we report as Cash flow from operating activities, as our adoption of this standard does not affect cash flow. However, we expect the components that comprise “Net cash provided by (used in) operating activities” within our Consolidated Statements of Cash Flows will change to reflect the changes presented in the income statement and balance sheet items discussed above. |
ORGANIZATION AND DESCRIPTION 33
ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of capital accounts | Our capital accounts were distributed as follows at the specified dates: December 31, 2016 2015 Common units held by the Public 47.5 % 47.1 % Common units held by USDG 13.8 % 4.7 % Subordinated units held by USDG 36.1 % 45.4 % Class A units held by management 0.6 % 0.8 % General partner interest held by USD Partners GP LLC 2.0 % 2.0 % 100.0 % 100.0 % |
NET INCOME PER LIMITED PARTNE34
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Distribution Method to Limited and General Partners | The formula for distributing available cash as set forth in our partnership agreement is as follows: 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 > $0.359375 to $0.431250 75% 25% Thereafter Amounts above $0.431250 50% 50% (1) Assumes our general partner maintains a 2% general partner interest in us. |
Schedule of Earnings Per Share, Basic and Diluted | We determined basic and diluted net income (loss) per limited partner unit as set forth in the following tables: For the Year Ended December 31, 2016 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) $ 14,644 $ 8,898 $ 148 $ 482 $ 24,172 Less: Distributable earnings (2) 18,708 11,041 183 608 30,540 Distributions in excess of earnings $ (4,064 ) $ (2,143 ) $ (35 ) $ (126 ) $ (6,368 ) Weighted average units outstanding (3) 13,867 8,668 145 461 Distributable earnings per unit (4) $ 1.35 $ 1.27 $ 1.26 Overdistributed earnings per unit (5) (0.29 ) (0.25 ) (0.24 ) Net income per limited partner unit (basic and diluted) $ 1.06 $ 1.02 $ 1.02 (1) Represents earnings allocated to each class of units based on the actual ownership of the Partnership during the period. (2) Represents the per unit distributions paid of $0.3075 for the three months ended March 31, 2016 , $0.3150 for the three months ended June 30, 2016 , $0.3225 for the three months ended September 30, 2016 , and $0.3300 distributable for the three months ended December 31, 2016 , representing the full year-distribution amount of $1.275 per unit. Amounts presented for each class of units include a proportionate amount of the $756 thousand distributed and $262 thousand distributable to holders of the equity-classified phantom units pursuant to the DERs 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, 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 actual ownership of the Partnership during the year. (2) Represents the per unit distributions paid for the period of $0.2875 for the three months ended March 31, 2015, $0.2900 for the three months ended June 30, 2015, $0.2925 for the three months ended September 30, 2015 and $0.3000 for the three months ended December 31, 2015, representing the full year distribution of $1.17 per unit. Amounts presented for each class of units include a proportionate amount of the $434 thousand distributed for the year to holders of the equity-classified phantom units pursuant to the DERs 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 of the 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. |
CASPER TERMINAL ACQUISITION (Ta
CASPER TERMINAL ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes our preliminary and final allocation of the consideration we paid for the Casper terminal among the 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 external advisers, with any consideration paid in excess of the fair value of the net assets being attributed to goodwill. Purchase Price Allocation Preliminary Final Consideration: (in thousands) Cash paid to Seller $ 210,445 $ 210,445 Fair value of equity issued to Seller 15,325 15,325 Total consideration $ 225,770 $ 225,770 Allocation of purchase price Working capital, net $ 1,530 $ 1,911 Property and equipment 64,204 64,204 Intangible assets 126,066 126,066 Goodwill 33,970 33,589 Total purchase price $ 225,770 $ 225,770 |
Pro Forma Financial Information | The following table presents our unaudited pro forma consolidated financial information as if the closing of the Casper terminal acquisition 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, 2016 | |
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) 2016 2015 (in thousands) Land $ 9,636 $ 9,549 N/A Trackage and facilities 108,782 110,557 20 Pipeline 10,313 10,295 20 Equipment 8,234 8,237 5-10 Furniture 44 43 5 Total property and equipment 137,009 138,681 Accumulated depreciation (13,821 ) (8,326 ) Construction in progress 2,514 2,655 Property and equipment, net $ 125,702 $ 133,010 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the balance of Goodwill are presented in the following table (in thousands): Balance at December 31, 2014 $ — Goodwill recognized in connection with the Casper acquisition 33,970 Balance at December 31, 2015 33,970 Proceeds from settlement of Casper purchase price (381 ) Balance at December 31, 2016 $ 33,589 |
Schedule of identifiable intangible assets | The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: December 31, 2016 December 31, 2015 (in thousands) Carrying amount: Customer service agreements $ 125,960 $ 125,960 Other 106 106 Total carrying amount 126,066 126,066 Accumulated amortization: Customer service agreements (14,135 ) (1,484 ) Other (12 ) (1 ) Total accumulated amortization (14,147 ) (1,485 ) Total intangible assets, net $ 111,919 $ 124,581 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of capacity on Credit Facility | We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates: December 31, 2016 2015 (in millions) Aggregate borrowing capacity under the Credit Agreement $ 400.0 $ 400.0 Less: Term Loan Facility amounts outstanding 10.1 41.5 Revolving Credit Facility amounts outstanding 213.0 201.0 Letters of credit outstanding — — Available under the Credit Agreement (1) $ 176.9 $ 157.5 (1) Pursuant to the terms of our Credit Agreement our borrowing capacity at December 31, 2016 is limited to 4.5 times our trailing 12-month consolidated EBITDA. |
Schedule of interest expense from continuing operations | Interest expense associated with our outstanding indebtedness was as follows for the specified periods: For the Years Ended December 31, 2016 2015 2014 (in thousands) Interest expense on BOK Credit Agreement $ — $ — $ 2,819 Interest expense on Credit Agreement 8,986 3,773 980 Amortization of deferred financing costs 861 659 1,056 Total interest expense $ 9,847 $ 4,432 $ 4,855 |
Schedule of long-term debt instruments | Our long-term debt balances included the following components as of the specified dates: December 31, 2016 2015 (in thousands) Term Loan Facility $ 10,128 $ 41,539 Revolving Credit Facility 213,000 201,000 Less: Deferred financing costs, net (2,234 ) (3,095 ) Total long-term debt, net $ 220,894 $ 239,444 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Summary of Deferred Revenue | The following table provides details of our deferred revenue with unrelated customers as reflected in our consolidated balance sheets as of the dates indicated: December 31, 2016 2015 (in thousands) Customer prepayments, current portion (1) $ 3,705 $ 1,763 Minimum monthly commitment fees 23,223 20,395 Total deferred revenue, current portion $ 26,928 $ 22,158 Customer prepayments (1) $ 264 $ 2,022 Total deferred revenue, net of current portion $ 264 $ 2,022 (1) Represents amounts associated with lease payments received in advance from our Fleet services customers. |
NONCONSOLIDATED VARIABLE INTE40
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table summarizes the total assets and liabilities between us and the VIEs as reflected in our consolidated balance sheets at December 31, 2016 , as well as our maximum exposure to losses from entities 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 deferred revenues. December 31, 2016 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 7 $ — $ — Accounts payable — 3 — Deferred revenue, current portion — 1,297 — Deferred revenue, net of current portion — 264 — $ 7 $ 1,564 $ — |
TRANSACTIONS WITH RELATED PAR41
TRANSACTIONS WITH RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | For periods prior to July 1, 2016, our related party sales to the VIEs are included in the accompanying consolidated statements of operations as set forth in the following table for the indicated periods: For the Years Ended December 31, 2016 2015 2014 (in millions) Fleet services — related parties $ 0.8 $ 1.9 $ 1.5 The following table summarizes the total assets and liabilities between us and the VIEs at December 31, 2015 , at which time the VIEs were considered related parties: 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 $ — Information about related party sales to J. Aron is presented below: For the Year Ended December 31, 2014 (in thousands) Terminalling services — related party $ 3,499 Freight and other reimbursables — related party 464 $ 3,963 Information about related party sales to USDM is presented below: For the Years Ended December 31, 2016 2015 2014 (in thousands) Terminalling services — related party $ 6,933 $ 5,228 $ — Fleet leases — related party 3,560 4,123 — Fleet services — related party 1,116 966 — Freight and other reimbursables — related party — 85 — $ 11,609 $ 10,402 $ — Additionally, we have deferred revenue included in "Deferred revenue, current – related party" in our consolidated balance sheets associated with our terminalling and fleets services agreements with USDM for amounts we have collected from them for their minimum volume commitment fees and prepaid lease amounts as follows: December 31, 2016 2015 (in thousands) Customer prepayments, current portion (1) $ 390 $ 390 Minimum monthly commitment fees 3,902 3,808 Total deferred revenue, current portion $ 4,292 $ 4,198 (1) Represents amounts associated with lease payments received in advance. |
Distributions Made to General and Limited Party, by Distribution | We paid 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 as set forth in the tables below on the dates indicated. Year Ended December 31, 2016 Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 4, 2016 February 15, 2016 February 19, 2016 $ 3,467 $ 138 April 28, 2016 May 9, 2016 May 13, 2016 3,554 142 July 28, 2016 August 8, 2016 August 12, 2016 3,640 145 October 27, 2016 November 7, 2016 November 14, 2016 3,727 149 $ 14,388 $ 574 Year Ended December 31, 2015 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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of contractual obligations, fiscal year maturities | The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2017 $ 7,105 2018 6,124 2019 3,704 Total $ 16,933 The approximate amount of our future minimum lease payments under our non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2017 $ 4,467 2018 4,071 2019 4,071 2020 4,072 2021 4,072 Thereafter 3,831 Total $ 24,584 |
Schedule of Future Rental Income | The approximate amount of our future rental income under non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2017 $ 5,789 2018 4,678 2019 4,678 2020 4,678 2021 4,678 Thereafter 4,678 Total $ 29,179 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 93,014 $ — $ — $ 93,014 Terminalling services — related party 6,933 — — 6,933 Railroad incentives 76 — — 76 Fleet leases — 2,577 — 2,577 Fleet leases — related party — 3,560 — 3,560 Fleet services — 1,084 — 1,084 Fleet services — related party — 1,926 — 1,926 Freight and other reimbursables 13 1,942 — 1,955 Freight and other reimbursables — related party — — — — Total revenues 100,036 11,089 — 111,125 Operating costs Subcontracted rail services 8,077 — — 8,077 Pipeline fees 20,799 — — 20,799 Fleet leases — 6,174 — 6,174 Freight and other reimbursables 13 1,942 — 1,955 Operating and maintenance 2,625 337 — 2,962 Selling, general and administrative 4,899 823 9,704 15,426 Depreciation and amortization 23,092 — — 23,092 Total operating costs 59,505 9,276 9,704 78,485 Operating income (loss) 40,531 1,813 (9,704 ) 32,640 Interest expense, net 1,006 — 8,831 9,837 Loss associated with derivative instruments 140 — — 140 Foreign currency transaction gain (28 ) (71 ) (651 ) (750 ) Provision for (benefit from) income taxes (1,184 ) 242 183 (759 ) Net income (loss) $ 40,597 $ 1,642 $ (18,067 ) $ 24,172 Total assets $ 297,250 $ 5,773 $ 2,944 $ 305,967 Capital expenditures and acquisitions $ 474 $ — $ — $ 474 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 revenues 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 Operating and maintenance 1,768 294 — 2,062 Selling, general and administrative 4,156 741 7,483 12,380 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, net 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 Net income (loss) $ 24,898 $ 2,211 $ (9,416 ) $ 17,693 Total assets $ 316,232 $ 5,719 $ 6,447 $ 328,398 Capital expenditures $ 212,116 $ — $ — $ 212,116 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 revenues 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 Operating and maintenance 1,924 200 — 2,124 Selling, general and administrative 4,366 2,450 1,868 8,684 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, net 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 for (benefit from) income taxes 47 140 (1 ) 186 Net loss $ (3,573 ) $ (552 ) $ (3,553 ) $ (7,678 ) Total assets $ 105,093 $ 7,692 $ 35,495 $ 148,280 Capital expenditures $ 33,736 $ — $ — $ 33,736 |
Reconciliation of Adjusted EBITDA to Profit or Loss From Continuing Operations | The following table provides a reconciliation of Segment Adjusted EBITDA to "Net cash provided by (used in) operating activities": For the Years Ended December 31, 2016 2015 2014 (in thousands) Segment Adjusted EBITDA Terminalling services $ 67,507 $ 45,347 $ 15,397 Fleet services 1,813 2,427 1,187 Corporate activities (1) (5,630 ) (5,022 ) (1,318 ) Total Adjusted EBITDA 63,690 42,752 15,266 Add (deduct): Amortization of deferred financing costs 861 659 1,056 Deferred income taxes 46 814 — Bad debt expense — — 1,424 Unrecovered reimbursable freight costs (2) — — (1,616 ) Changes in accounts receivable and other assets 1,859 (730 ) (8,511 ) Changes in accounts payable and accrued expenses (1,917 ) (880 ) (2,372 ) Changes in deferred revenue and other liabilities (996 ) 10,085 17,497 Change in restricted cash (654 ) 870 (6,490 ) Interest expense, net (9,837 ) (4,368 ) (4,825 ) Benefit from (provision for) income taxes 759 (5,755 ) (186 ) Foreign currency transaction gain (loss) (3) 750 201 (4,850 ) Deferred revenue associated with minimum monthly commitment fees (4) (1,485 ) (7,444 ) (9,478 ) Net cash provided by (used in) operating activities $ 53,076 $ 36,204 $ (3,085 ) (1) Corporate activities represent corporate and financing transactions that are not allocated to our established reporting segments. (2) Represents costs incurred with respect to unrecovered reimbursable freight costs associated with the initial delivery of railcars in support of our Hardisty terminal. (3) Represents foreign exchange transaction gains or losses associated with activities between our U.S. and Canadian subsidiaries. (4) Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to our 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 Note 10 – Deferred Revenue for additional discussion of deferred revenue. |
Summary of Predecessor's Total Assets by Segment from Continuing Operations | The following tables summarize the geographic data for our continuing operations: For the Year Ended December 31, 2016 U.S. Canada Total (in thousands) Revenues Third party $ 44,792 $ 53,914 $ 98,706 Related party $ 5,426 $ 6,993 $ 12,419 Total assets $ 224,450 $ 81,517 $ 305,967 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Components of our provision for (benefit from) income taxes are presented below: Years Ended December 31, 2016 2015 2014 (in thousands) Current income tax expense (benefit) U.S. federal income tax $ — $ 346 $ — Benefit of U.S. federal operating loss carryforward — (301 ) — State income tax 208 154 156 Canadian federal and provincial income taxes (benefits) (1,013 ) 5,596 30 Benefit of Canadian operating loss carryforwards — (854 ) — Total current income tax expense (benefit) (805 ) 4,941 186 Deferred income tax expense (benefit) U.S. federal income tax 245 — — Canadian federal and provincial income taxes (benefits) (199 ) 814 — Total change in deferred income tax expense 46 814 — Provision for (benefit from) income taxes $ (759 ) $ 5,755 $ 186 |
Schedule of Income before Income Tax, Domestic and Foreign | The components of our income (loss) before provision for 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, 2016 2015 2014 (in thousands) Domestic $ 27,367 $ 3,222 $ (2,374 ) Foreign (3,954 ) 20,226 (5,118 ) Income (loss) before provision for income taxes $ 23,413 $ 23,448 $ (7,492 ) Income tax expense (benefit) at the U.S. federal statutory rate $ 7,961 $ 7,972 $ (2,547 ) Income (loss) attributable to partnership not subject to income tax (8,718 ) 247 933 Foreign income tax rate differential 397 (2,303 ) 313 Other (68 ) 135 — State income tax expense 201 125 156 Change in valuation allowance (532 ) (421 ) 1,331 Provision for (benefit from) income taxes $ (759 ) $ 5,755 $ 186 |
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred income tax assets and liabilities associated with our operations are as follows as of the dates indicated: December 31, 2016 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ 89 $ — $ 89 Capital loss carryforwards — 438 438 Operating loss carryforwards 257 — 257 Deferred income tax liabilities Prepaid expenses (592 ) — (592 ) Property and equipment — (577 ) (577 ) Deferred income tax liability (246 ) (139 ) (385 ) Valuation allowance — (438 ) (438 ) Deferred income tax liability, net $ (246 ) $ (577 ) $ (823 ) December 31, 2015 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ 1,212 $ — $ 1,212 Capital loss carryforwards — 424 424 Operating loss carryforwards 7 — 7 Deferred income tax liabilities Prepaid expenses (673 ) — (673 ) Property and equipment — (749 ) (749 ) Deferred income tax asset (liability) 546 (325 ) 221 Valuation allowance (546 ) (424 ) (970 ) Deferred income tax liability, net $ — $ (749 ) $ (749 ) |
MAJOR CUSTOMERS AND CONCENTRA45
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue Attributable to Major Customers | The following tables provide the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2016 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 $ 11,140 10.0 % 96 % 4 % Customer B $ 15,827 14.2 % 100 % — % Customer C $ 11,436 10.3 % 100 % — % Customer D $ 11,611 10.4 % 60 % 40 % Customer E $ 10,158 9.1 % 100 % — % Customer F $ 4,334 3.9 % — % 100 % Customer G $ 15,249 13.7 % 100 % — % For the Year Ended December 31, 2015 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 % — % Customer C $ 9,890 12.1 % 90 % 10 % Customer D $ 10,402 12.7 % 50 % 50 % Customer E $ 8,763 10.7 % 100 % — % Customer F $ 8,859 10.8 % — % 100 % Customer G $ 1,846 2.3 % 100 % — % |
DERIVATIVE FINANCIAL INSTRUME46
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Positions Included in the Consolidated Balance Sheets at Fair Value | We recorded all of our derivative financial instruments at their fair values within our consolidated balance sheets as follows at the dates indicated: December 31, 2016 2015 (in thousands) Other current assets $ 1,167 $ 3,705 |
Schedule of Gain (Loss) on Derivative Instruments | In connection with our derivative activities, we recognized the following amounts during the periods presented: Years Ended December 31, 2016 2015 2014 (in thousands) Loss (gain) associated with derivative instruments $ 140 $ (5,161 ) $ (1,536 ) |
Schedule of Derivative Instruments | The following tables present summarized information about the fair values of our outstanding foreign currency contracts: December 31, 2016 Notional Forward Rate (1) Market Price (1) Fair Value (in thousands) Forward contracts maturing in 2017 March 31, 2017 C$ 8,300,000 0.7804 0.7444 $ 299 June 30, 2017 C$ 8,400,000 0.7805 0.7453 296 September 29, 2017 C$ 8,400,000 0.7807 0.7462 290 December 29, 2017 C$ 8,400,000 0.7809 0.7473 282 Total $ 1,167 (1) Forward rates and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars. The forward rate represents the rate we will receive upon settlement and the market price represents the rate we would expect to pay had the contract been settled on December 31, 2016 . December 31, 2015 Notional Strike Price (1) Market Price (1) Fair Value (in thousands) 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) Strike and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars. |
Offsetting Assets | The effect of the rights of offset are presented in the tables below as of the dates indicated. December 31, 2016 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,167 $ — $ — $ — $ 1,167 Effects of netting arrangements — — — — $ — Fair value of derivatives - net presentation $ 1,167 $ — $ — $ — $ 1,167 December 31, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 3,714 $ — $ (9 ) $ — $ 3,705 Effects of netting arrangements (9 ) — 9 — $ — Fair value of derivatives - net presentation $ 3,705 $ — $ — $ — $ 3,705 |
Offsetting Liabilities | The effect of the rights of offset are presented in the tables below as of the dates indicated. December 31, 2016 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,167 $ — $ — $ — $ 1,167 Effects of netting arrangements — — — — $ — Fair value of derivatives - net presentation $ 1,167 $ — $ — $ — $ 1,167 December 31, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 3,714 $ — $ (9 ) $ — $ 3,705 Effects of netting arrangements (9 ) — 9 — $ — Fair value of derivatives - net presentation $ 3,705 $ — $ — $ — $ 3,705 |
Unit Based Compensation (Tables
Unit Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Class A Units Outstanding | The average grant date fair value of all Class A units was $25.71 per unit at December 31, 2016 and 2015 . Years Ended December 31, 2016 2015 Class A units outstanding at beginning of period 185,000 220,000 Vested (46,250 ) — Forfeited — (35,000 ) Class A units outstanding at end of period 138,750 185,000 |
Schedule of Share-based Compensation, Activity | The following table presents award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom 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 Granted 64,830 472,912 $ 6.41 Vested (24,045 ) (87,500 ) $ 12.66 Forfeited — (4,580 ) $ 7.29 Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 The following table presents award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.78 Vested (1) — (4,426 ) $ 12.78 Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.78 Granted 21,610 17,021 $ 6.39 Vested (1)(2) (10,256 ) (8,682 ) $ 11.34 Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2015 and December 31, 2016 , at the closing price for our common units as quoted on the NYSE. We paid $32 thousand for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2015 , and $137 thousand for such Phantom Units that vested on December 31, 2016 . (2) Phantom Unit grants to Directors and independent consultants domiciled in Canada vested on February 16, 2016, at the closing price for our common units as quoted on the NYSE, resulting in our payment of $64 thousand for the vested Phantom Units. In February and March of 2017, awards of 290,597 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 64,830 64,830 $ — U.S. domiciled employee 204,157 124,985 — Canadian domiciled directors and independent consultants 21,610 — 276,608 290,597 189,815 $ 276,608 (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 $12.80 . |
Schedule of Phantom Units Granted | We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Years Ended December 31, 2016 2015 (in thousands) Equity-classified Phantom Units (1) $ 868 $ 327 Liability-classified Phantom Units 56 24 Total $ 924 $ 351 (1) For the years ended December 31, 2016 and 2015 , we reclassified $3 thousand and $5 thousand , respectively to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
SUPPLEMENTAL CASH FLOW INFORM48
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information for the periods indicated: For the Years Ended December 31, 2016 2015 2014 (in thousands) Cash paid for income taxes $ 845 $ 3,995 $ 101 Cash paid for interest $ 8,722 $ 3,695 $ 3,588 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Share-based Compensation, Activity | The following table presents award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom 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 Granted 64,830 472,912 $ 6.41 Vested (24,045 ) (87,500 ) $ 12.66 Forfeited — (4,580 ) $ 7.29 Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 The following table presents award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.78 Vested (1) — (4,426 ) $ 12.78 Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.78 Granted 21,610 17,021 $ 6.39 Vested (1)(2) (10,256 ) (8,682 ) $ 11.34 Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2015 and December 31, 2016 , at the closing price for our common units as quoted on the NYSE. We paid $32 thousand for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2015 , and $137 thousand for such Phantom Units that vested on December 31, 2016 . (2) Phantom Unit grants to Directors and independent consultants domiciled in Canada vested on February 16, 2016, at the closing price for our common units as quoted on the NYSE, resulting in our payment of $64 thousand for the vested Phantom Units. In February and March of 2017, awards of 290,597 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 64,830 64,830 $ — U.S. domiciled employee 204,157 124,985 — Canadian domiciled directors and independent consultants 21,610 — 276,608 290,597 189,815 $ 276,608 (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 $12.80 . |
QUARTERLY FINANCIAL DATA (Una50
QUARTERLY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial data (unaudited) | First Second Third Fourth (in thousands, except per unit amounts) 2016 Quarters Operating revenue $ 26,357 $ 27,871 $ 28,343 $ 28,554 Operating expense (1) $ 18,834 $ 18,454 $ 18,843 $ 22,354 Operating income $ 7,523 $ 9,417 $ 9,500 $ 6,200 Net income $ 2,150 $ 5,235 $ 12,831 $ 3,956 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,107 $ 5,131 $ 12,575 $ 3,877 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.23 $ 0.49 $ 0.17 2015 Quarters Operating revenue $ 13,508 $ 20,395 $ 21,797 $ 26,063 Operating expense $ 12,743 $ 14,588 $ 14,746 $ 17,232 Operating income $ 765 $ 5,807 $ 7,051 $ 8,831 Net income $ 2,041 $ 2,652 $ 6,325 $ 6,675 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,000 $ 2,599 $ 6,198 $ 6,542 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.13 $ 0.30 $ 0.30 (1) Operating expense for the fourth quarter of 2016 includes a non-cash impairment loss of approximately $3.5 million , to write down the noncurrent assets of the San Antonio rail terminal to fair market value. |
ORGANIZATION AND DESCRIPTION 51
ORGANIZATION AND DESCRIPTION OF BUSINESS - General (Details) | Oct. 15, 2014 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Limited Partners' Capital Account [Line Items] | ||||
Limited partner interest (as a percent) | 100.00% | 100.00% | ||
Common units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Limited partner interest (as a percent) | 47.50% | 47.10% | ||
Class A units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Limited partner interest (as a percent) | 0.60% | 0.80% | ||
USD Group LLC | Common units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Limited partner interest (as a percent) | 13.80% | 4.70% | ||
USD Group LLC | Subordinated units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Limited partner interest (as a percent) | 36.10% | 45.40% | ||
USD Partners GP LLC | Common units | ||||
Limited Partners' Capital Account [Line Items] | ||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% |
ORGANIZATION AND DESCRIPTION 52
ORGANIZATION AND DESCRIPTION OF BUSINESS - Initial Public Offering (Details) | Dec. 31, 2016USD ($)shares | Oct. 15, 2014USD ($)shares | Oct. 31, 2014shares | Aug. 31, 2014trancheshares | Dec. 31, 2012subsidiary | Oct. 31, 2014 | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Nov. 13, 2015USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Net proceeds from the initial public offering | $ | $ 145,000,000 | $ 0 | $ 0 | $ 137,495,000 | ||||||
General partner units, issued (in units) | 461,136 | 461,136 | 461,136 | |||||||
Number of subsidiaries sold | subsidiary | 5 | |||||||||
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] | ||||||||||
Term of senior secured credit agreement (in years) | 5 years | |||||||||
Maximum borrowing capacity | $ | $ 300,000,000 | $ 400,000,000 | ||||||||
Revolving Credit Facility | Credit Facility | Secured Debt | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Maximum borrowing capacity | $ | $ 400,000,000 | 200,000,000 | $ 400,000,000 | $ 400,000,000 | ||||||
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 | |||||||||
Common units | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Limited partnership units, issued (in units) | 14,185,599 | 14,185,599 | 11,947,127 | |||||||
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 | |||||||||
Class A units | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Limited partnership units, issued (in units) | 138,750 | 138,750 | 185,000 | |||||||
Shares granted to employees (in shares) | 250,000 | 250,000 | ||||||||
Number of vesting tranches | tranche | 4 | |||||||||
Subordinated units | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Limited partnership units, issued (in units) | 8,370,836 | 8,370,836 | 10,463,545 | |||||||
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 bbl in Thousands, $ in Thousands | 1 Months Ended |
Nov. 30, 2015USD ($)storage_tankinmibbl | |
Business Acquisition [Line Items] | |
Total consideration | $ | $ 225,770 |
Barrel per day capacity (more than) | 100 |
Number of customer-dedicated storage tanks | storage_tank | 6 |
Total capacity of storage tanks (in bbls) | 900 |
Length of pipeline (in miles) | mi | 6 |
Diameter of pipeline (in inches) | in | 24 |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2016USD ($)CAD / railcar | Dec. 31, 2015USD ($) | Dec. 31, 2016CAD | Dec. 31, 2016USD ($) | Nov. 13, 2015USD ($) | Oct. 15, 2014USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
ARO liability | $ 0 | $ 1,000,000 | ||||
Long-lived asset impairment | 0 | |||||
Impairment of goodwill | $ 0 | |||||
Revenue Recognition [Abstract] | ||||||
Average incentive payment amount per railcar shipped | CAD / railcar | 100 | |||||
Maximum payment for railcar shipped | CAD | CAD 12,500,000 | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 5 years | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 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 | $ 400,000,000 | $ 200,000,000 |
NET INCOME PER LIMITED PARTNE55
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST - Distributions to Limited and General Partners (Details) - $ / shares | Oct. 15, 2014 | Oct. 31, 2014 | Dec. 31, 2016 |
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) | 2.00% | ||
Minimum Quarterly Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars 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) | 2.00% | ||
First Target Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars per unit) | $ 0.330625 | ||
First Target Distribution | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars 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) | 15.00% | ||
Second Target Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars per unit) | $ 0.359375 | ||
Second Target Distribution | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars 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) | 25.00% | ||
Third Target Distribution | Maximum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars per unit) | $ 0.431250 | ||
Third Target Distribution | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars per unit) | $ 0.359375 | ||
Thereafter | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Percentage Distributed to Limited Partners | 50.00% | ||
Percentage Distributed to General Partner (including IDRs) | 50.00% | ||
Thereafter | Minimum | |||
Distribution Targets For General Partners and Limited Partners [Line Items] | |||
Assumed distribution rate (in dollars 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 PARTNE56
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST - Schedule of Earnings per Units by Class (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Oct. 14, 2014USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)quarter$ / sharesshares | |
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | $ 3,956 | $ 12,831 | $ 5,235 | $ 2,150 | $ 6,675 | $ 6,325 | $ 2,652 | $ 2,041 | $ 24,172 | $ 17,693 | $ (7,678) | |
Less: Distributable earnings | 30,540 | 25,864 | ||||||||||
Distributions in excess of earnings | $ (6,368) | $ (8,171) | ||||||||||
Distributions for the period (in dollars per share) | $ / shares | $ 0.30 | $ 0.2925 | $ 0.2900 | $ 0.2875 | $ 1.17 | |||||||
Targeted quarterly distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ / shares | $ 0.2875 | $ 0.2875 | ||||||||||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ / shares | $ 1.15 | $ 1.15 | ||||||||||
Limited Partner | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Number of quarters of distribution | quarter | 4 | |||||||||||
Limited Partner | Common units | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | $ 14,644 | $ 8,605 | $ (228) | |||||||||
Less: Distributable earnings | 18,708 | 12,682 | ||||||||||
Distributions in excess of earnings | $ (4,064) | $ (4,077) | ||||||||||
Weighted average units outstanding (in units) | shares | 13,867 | 10,427 | 3,042 | |||||||||
Distributable earnings per unit (in dollars per share) | $ / shares | $ 1.35 | $ 1.22 | $ 1.15 | |||||||||
Overdistributed earnings per unit (in dollars per share) | $ / shares | (0.29) | (0.39) | (1.44) | |||||||||
Net loss per limited partner unit (basic and diluted) (in dollars per share) | $ / shares | $ 1.06 | $ 0.83 | $ (0.29) | |||||||||
Limited Partner | Subordinated units | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | $ 8,898 | $ 8,581 | $ (234) | |||||||||
Less: Distributable earnings | 11,041 | 12,452 | ||||||||||
Distributions in excess of earnings | $ (2,143) | $ (3,871) | ||||||||||
Weighted average units outstanding (in units) | shares | 8,668 | 10,464 | 10,464 | |||||||||
Distributable earnings per unit (in dollars per share) | $ / shares | $ 1.27 | $ 1.19 | $ 1.15 | |||||||||
Overdistributed earnings per unit (in dollars per share) | $ / shares | (0.25) | (0.37) | (1.78) | |||||||||
Net loss per limited partner unit (basic and diluted) (in dollars per share) | $ / shares | $ 1.02 | $ 0.82 | $ (0.63) | |||||||||
Limited Partner | Class A units | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | $ 148 | $ 153 | ||||||||||
Less: Distributable earnings | 183 | 212 | ||||||||||
Distributions in excess of earnings | $ (35) | $ (59) | ||||||||||
Weighted average units outstanding (in units) | shares | 145 | 201 | 53 | |||||||||
Distributable earnings per unit (in dollars per share) | $ / shares | $ 1.26 | $ 1.05 | $ 1.14 | |||||||||
Overdistributed earnings per unit (in dollars per share) | $ / shares | (0.24) | (0.29) | (1.14) | |||||||||
Net loss per limited partner unit (basic and diluted) (in dollars per share) | $ / shares | $ 1.02 | $ 0.76 | $ 0 | |||||||||
General Partner | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | $ 482 | $ 354 | $ (10) | |||||||||
Less: Distributable earnings | 608 | 518 | ||||||||||
Distributions in excess of earnings | $ (126) | $ (164) | ||||||||||
Weighted average units outstanding (in units) | shares | 461 | 431 | 427 | |||||||||
Predecessor | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | $ (7,206) | $ 0 | $ (7,206) | |||||||||
Net loss attributable to general and limited partner interests | (472) | |||||||||||
Less: Distributable earnings | 15,911 | |||||||||||
Distributions in excess of earnings | (23,589) | |||||||||||
Amount distributed | 0 | 7,831 | ||||||||||
Predecessor | Limited Partner | Common units | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | (668) | |||||||||||
Net loss attributable to general and limited partner interests | (228) | |||||||||||
Less: Distributable earnings | 3,499 | |||||||||||
Distributions in excess of earnings | (4,395) | |||||||||||
Predecessor | Limited Partner | Subordinated units | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | (6,394) | |||||||||||
Net loss attributable to general and limited partner interests | (234) | |||||||||||
Less: Distributable earnings | 12,033 | |||||||||||
Distributions in excess of earnings | (18,661) | |||||||||||
Predecessor | Limited Partner | Class A units | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | 0 | |||||||||||
Net loss attributable to general and limited partner interests | 0 | |||||||||||
Less: Distributable earnings | 61 | |||||||||||
Distributions in excess of earnings | (61) | |||||||||||
Predecessor | General Partner | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Net income (loss) | (144) | |||||||||||
Net loss attributable to general and limited partner interests | (10) | |||||||||||
Less: Distributable earnings | 318 | |||||||||||
Distributions in excess of earnings | $ (472) | |||||||||||
USD Partners GP LLC | Common units | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Distributable earnings per unit (in dollars per share) | $ / shares | $ 1.275 | |||||||||||
Distributions for the period (in dollars per share) | $ / shares | $ 0.3300 | $ 0.3225 | $ 0.3150 | $ 0.3075 | ||||||||
Phantom Share Units (PSUs) | ||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||
Amount distributed | $ 756 | $ 434 | ||||||||||
Amount distributable | $ 262 |
CASPER TERMINAL ACQUISITION - A
CASPER TERMINAL ACQUISITION - Additional Information (Details) $ / shares in Units, bbl in Thousands, $ in Thousands | Nov. 17, 2015USD ($) | Oct. 09, 2015$ / shares | Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($)storage_tankinmisharesbbl | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Business Acquisition [Line Items] | ||||||
Trading day period prior to Membership Interest Purchase Agreement | 30 days | |||||
Transaction costs | $ 500 | |||||
Casper Crude to Rail, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of membership interests acquired, percent | 100.00% | |||||
Barrel per day capacity (more than) | bbl | 100 | |||||
Number of customer-dedicated storage tanks | storage_tank | 6 | |||||
Total capacity of storage tanks (in bbls) | bbl | 900 | |||||
Length of pipeline (in miles) | mi | 6 | |||||
Diameter of pipeline (in inches) | in | 24 | |||||
Cash consideration | $ 210,445 | |||||
Equity consideration (in units) | 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 (in dollars per share) | $ / shares | $ 9.62 | |||||
Revenues | $ 3,800 | $ 31,900 | ||||
Net income | $ 800 | 10,300 | ||||
General Partner | ||||||
Business Acquisition [Line Items] | ||||||
Units issued | $ 0 | $ 335 | ||||
Units issued (in units) | shares | 34,053 | 0 | 34,053 | |||
General Partner | Casper Crude to Rail, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Units issued | $ 300 | |||||
USD Partners GP LLC | General Partner | ||||||
Business Acquisition [Line Items] | ||||||
General partner interest (as a percent) | 2.00% |
CASPER TERMINAL ACQUISITION - S
CASPER TERMINAL ACQUISITION - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Nov. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allocation of purchase price | ||||
Goodwill | $ 33,589 | $ 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 | 1,911 | ||
Property and equipment | 64,204 | 64,204 | ||
Intangible assets | 126,066 | 126,066 | ||
Goodwill | 33,970 | 33,589 | ||
Total purchase price | $ 225,770 | $ 225,770 |
CASPER TERMINAL ACQUISITION - P
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, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 5,433 | $ 4,640 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 21,000 | |
Bad debt expense | 0 | 0 | $ 1,424,000 |
Selling, General and Administrative Expenses | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Bad debt expense | $ 0 | $ 0 | $ 1,400,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 137,009,000 | $ 138,681,000 | |
Accumulated depreciation | (13,821,000) | (8,326,000) | |
Construction in progress | 2,514,000 | 2,655,000 | |
Property and equipment, net | 125,702,000 | 133,010,000 | |
Capitalized interest | 0 | 0 | $ 230,000 |
ARO liability | $ 1,000,000 | 0 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 20 years | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 9,636,000 | 9,549,000 | |
Trackage and facilities | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 108,782,000 | 110,557,000 | |
Property and equipment, useful life (in years) | 20 years | ||
Pipeline | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 10,313,000 | 10,295,000 | |
Property and equipment, useful life (in years) | 20 years | ||
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 8,234,000 | 8,237,000 | |
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 5 years | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life (in years) | 10 years | ||
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 44,000 | $ 43,000 | |
Property and equipment, useful life (in years) | 5 years | ||
Terminalling services | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charges | $ 3,500,000 | ||
Fair Value property, plant, and equipment | $ 200,000 |
GOODWILL AND INTANGIBLE ASSET63
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 33,970 | $ 0 |
Goodwill recognized in connection with the Casper acquisition | 33,970 | |
Proceeds from settlement of Casper purchase price | (381) | |
Goodwill, ending balance | $ 33,589 | $ 33,970 |
GOODWILL AND INTANGIBLE ASSET64
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Goodwill, Assumptions used to determine impairment | ||||
Percent reduction with out impairment (percent) | 9.00% | |||
Weighted average cost of capital (percent) | 10.00% | |||
Debt capital structure (percent) | 35.00% | |||
Equity capital structure (percent) | 65.00% | |||
Income analysis weight (percent) | 50.00% | |||
Market analysis weight (percent) | 25.00% | |||
Transaction analysis weight (percent) | 25.00% | |||
Expected amortization of intangible assets | ||||
Amortization of intangible assets | $ 12.6 | $ 1.5 | ||
Amortization expense 2017 | 12.6 | |||
Amortization expense 2018 | 12.6 | |||
Amortization expense 2019 | 12.6 | |||
Amortization expense 2020 | 12.6 | |||
Amortization expense 2021 | $ 12.6 | |||
Minimum | ||||
Goodwill, Assumptions used to determine impairment | ||||
EBITDA for public companies | 9 | |||
EBITDA for sales and purchases | 8.5 | |||
Maximum | ||||
Goodwill, Assumptions used to determine impairment | ||||
EBITDA for public companies | 10 | |||
EBITDA for sales and purchases | 9.5 | |||
Customer service agreements | ||||
Goodwill, Assumptions used to determine impairment | ||||
Estimated useful life (in years) | 10 years | |||
Years until the next renewal (in years) | 1 year 11 months 16 days |
GOODWILL AND INTANGIBLE ASSET65
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Carrying amount: | ||
Total carrying amount | $ 126,066 | $ 126,066 |
Accumulated amortization: | ||
Total accumulated amortization | (14,147) | (1,485) |
Total intangible assets, net | 111,919 | 124,581 |
Customer service agreements | ||
Carrying amount: | ||
Total carrying amount | 125,960 | 125,960 |
Accumulated amortization: | ||
Total accumulated amortization | (14,135) | (1,484) |
Other | ||
Carrying amount: | ||
Total carrying amount | 106 | 106 |
Accumulated amortization: | ||
Total accumulated amortization | $ (12) | $ (1) |
DEBT - Additional Information (
DEBT - Additional Information (Details) | Dec. 31, 2016USD ($) | Nov. 13, 2015USD ($) | Oct. 15, 2014USD ($) | Dec. 31, 2014 | Dec. 31, 2015USD ($) | Oct. 14, 2014USD ($) | Nov. 30, 2008USD ($) |
Line of Credit Facility [Line Items] | |||||||
Deferred finance costs, gross | $ 900,000 | ||||||
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 | ||||||
Credit facility, interest rate | 3.90% | ||||||
Revolving credit facility, unused portion, fee percentage | 0.50% | ||||||
Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 400,000,000 | $ 300,000,000 | |||||
Term of senior secured credit agreement (in years) | 5 years | ||||||
Minimum interest coverage ratio | 2.50 | ||||||
Maximum leverage ratio | 4.5 | 4.50 | |||||
Maximum alternative leverage ratio | 5 | ||||||
Temporary adjustment of leverage ratio | 0.50 | ||||||
Maximum consolidated senior secured leverage ratio | 3.50 | ||||||
Secured Debt | Revolving Credit Facility | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 400,000,000 | $ 200,000,000 | $ 400,000,000 | ||||
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 | 3.66% | 2.71% | |||||
Amount outstanding under the credit facility | $ 213,000,000 | $ 201,000,000 | |||||
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 | Term Loan | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||
Increase in interest rate upon breach of covenant (percent) | 1.00% | ||||||
Amount outstanding under the credit facility | $ 10,128,000 | $ 41,539,000 | |||||
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 | ||||||
Scenario 1 | Term Loan | Credit Facility | Canadian Prime Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.35% | ||||||
Scenario 1 | Term Loan | Credit Facility | Canadian Prime Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.35% | ||||||
Scenario 1 | Secured Debt | Revolving Credit Facility | Credit Facility | Base Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Scenario 1 | Secured Debt | Revolving Credit Facility | Credit Facility | Base Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Scenario 1 | Secured Debt | Term Loan | Credit Facility | Base Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.35% | ||||||
Scenario 1 | Secured Debt | Term Loan | Credit Facility | Base Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.35% | ||||||
Scenario 2 | Revolving Credit Facility | Credit Facility | Canadian Prime Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Scenario 2 | Revolving Credit Facility | Credit Facility | Canadian Prime Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Scenario 3 | Term Loan | Credit Facility | Canadian Dealer Offered Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.35% | ||||||
Scenario 3 | Term Loan | Credit Facility | Canadian Dealer Offered Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.35% | ||||||
Scenario 3 | Secured Debt | Revolving Credit Facility | Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Scenario 3 | Secured Debt | Revolving Credit Facility | Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
Scenario 3 | Secured Debt | Term Loan | Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.35% | ||||||
Scenario 3 | Secured Debt | Term Loan | Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.35% | ||||||
Scenario 4 | Revolving Credit Facility | Credit Facility | Canadian Dealer Offered Rate | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Scenario 4 | Revolving Credit Facility | Credit Facility | Canadian Dealer Offered Rate | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
Material Acquisition Period | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum consolidated senior secured leverage ratio | 4 |
DEBT - Capacity on Credit Facil
DEBT - Capacity on Credit Facility (Details) - Secured Debt - Credit Facility | Dec. 31, 2016USD ($) | Oct. 15, 2014USD ($) | Dec. 31, 2015USD ($) | Nov. 13, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 300,000,000 | $ 400,000,000 | ||
Maximum leverage ratio | 4.5 | 4.50 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 400,000,000 | $ 200,000,000 | $ 400,000,000 | |
Amount outstanding under the credit facility | 213,000,000 | 201,000,000 | ||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Amount outstanding under the credit facility | 0 | 0 | ||
Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Amount outstanding under the credit facility | 10,100,000 | 41,500,000 | ||
Available under the Credit Agreement | $ 176,900,000 | $ 157,500,000 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Amortization of deferred financing costs | $ 861 | $ 659 | $ 1,056 |
Total interest expense | 9,847 | 4,432 | 4,855 |
BOK Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Interest expense | 0 | 0 | 2,819 |
Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Interest expense | $ 8,986 | $ 3,773 | $ 980 |
DEBT - Composition of Long-term
DEBT - Composition of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total long-term debt, net | $ 220,894 | $ 239,444 |
Credit Facility | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Less: Deferred financing costs, net | (2,234) | (3,095) |
Credit Facility | Secured Debt | Term Loan Facility | ||
Line of Credit Facility [Line Items] | ||
Amount outstanding under the credit facility | 10,128 | 41,539 |
Credit Facility | Secured Debt | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Amount outstanding under the credit facility | $ 213,000 | $ 201,000 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Revenue Arrangement [Line Items] | ||
Customer credit expiration period | 6 months | |
Total deferred revenue, current portion | $ 26,928 | $ 22,158 |
Total deferred revenue, net of current portion | 264 | 2,022 |
Customer prepayments, current portion | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | 3,705 | 1,763 |
Minimum monthly commitment fees | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | 23,223 | 20,395 |
Customer prepayments, current portion | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, net of current portion | $ 264 | $ 2,022 |
COLLABORATIVE ARRANGEMENTS (Det
COLLABORATIVE ARRANGEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Pipeline fees | $ 20,799 | $ 17,249 | $ 3,625 |
Prepaid Expenses | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Prepaid pipeline fees | $ 6,800 | $ 6,400 |
NONCONSOLIDATED VARIABLE INTE72
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Details) - Variable Interest Entity, Not Primary Beneficiary $ in Thousands | Dec. 31, 2016USD ($)railcar | Dec. 31, 2015USD ($) |
Variable Interest Entity [Line Items] | ||
Total assets | $ 7 | $ 196 |
Total liabilities | 1,564 | 2,829 |
Maximum exposure to loss | $ 0 | 0 |
Number of railcars with payment and performance obligations | railcar | 2,613 | |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total assets | $ 7 | 196 |
Total liabilities | 0 | 0 |
Maximum exposure to loss | 0 | 0 |
Accounts payable | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | |
Total liabilities | 3 | |
Maximum exposure to loss | 0 | |
Deferred revenue, current portion | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 1,297 | 1,287 |
Maximum exposure to loss | 0 | 0 |
Deferred revenue, net of current portion | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 264 | 1,542 |
Maximum exposure to loss | $ 0 | $ 0 |
TRANSACTIONS WITH RELATED PAR73
TRANSACTIONS WITH RELATED PARTIES - Nature of Relationship (Details) - shares | Dec. 31, 2016 | Oct. 15, 2014 | Nov. 30, 2015 | Oct. 31, 2014 | Oct. 14, 2014 | Dec. 31, 2016 | 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 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Limited partner interest (as a percent) | 49.90% | |||||||
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] | ||||||||
Partners' capital account (in shares) | 461,136 | 461,136 | 461,136 | 427,083 | ||||
General Partner | USD Partners GP LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Partners' capital account (in shares) | 461,136 | 461,136 | ||||||
General partner interest (as a percent) | 2.00% | |||||||
Common Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Limited partner interest (as a percent) | 47.50% | 47.10% | ||||||
Common Units | USD Group LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Limited partner interest (as a percent) | 13.80% | 4.70% | ||||||
Common Units | USD Partners GP LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% | |||||
Common Units | Limited Partner | ||||||||
Related Party Transaction [Line Items] | ||||||||
Partners' capital account (in shares) | 14,185,599 | 14,185,599 | 11,947,127 | 10,213,545 | ||||
Common Units | Limited Partner | USDG | ||||||||
Related Party Transaction [Line Items] | ||||||||
Partners' capital account (in shares) | 3,186,254 | 3,186,254 | ||||||
Subordinated Units | USD Group LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Limited partner interest (as a percent) | 36.10% | 45.40% | ||||||
Subordinated Units | Limited Partner | ||||||||
Related Party Transaction [Line Items] | ||||||||
Partners' capital account (in shares) | 8,370,836 | 8,370,836 | 10,463,545 | 10,463,545 | ||||
Subordinated Units | Limited Partner | USDG | ||||||||
Related Party Transaction [Line Items] | ||||||||
Partners' capital account (in shares) | 8,370,836 | 8,370,836 |
TRANSACTIONS WITH RELATED PAR74
TRANSACTIONS WITH RELATED PARTIES - Initial Public Offering Transactions (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Oct. 15, 2014 | Oct. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||
General partner units, issued (in units) | 461,136 | 461,136 | 461,136 | ||
Common units | |||||
Related Party Transaction [Line Items] | |||||
Limited partnership units, issued (in units) | 14,185,599 | 14,185,599 | 11,947,127 | ||
Subordinated units | |||||
Related Party Transaction [Line Items] | |||||
Limited partnership units, issued (in units) | 8,370,836 | 8,370,836 | 10,463,545 | ||
USD Partners GP LLC | Common units | |||||
Related Party Transaction [Line Items] | |||||
General partner interest (as a percent) | 2.00% | 2.00% | 2.00% | ||
General Partner | USD Partners GP LLC | |||||
Related Party Transaction [Line Items] | |||||
General partner interest (as a percent) | 2.00% | ||||
IPO | |||||
Related Party Transaction [Line Items] | |||||
Assumed debt | $ 30 | ||||
Borrowings under term loan facility | $ 100 | ||||
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 PAR75
TRANSACTIONS WITH RELATED PARTIES - Omnibus Agreement (Details) - USD ($) $ in Thousands | Oct. 15, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||
Selling, general & administrative - related party | $ 9,658 | $ 7,673 | $ 4,781 | |
Accounts receivable — related party | 219 | 1,889 | ||
Limited Partner | ||||
Related Party Transaction [Line Items] | ||||
Related party, fixed annual fee | 3,200 | 2,500 | ||
Limited Partner | USD Group LLC | Omnibus Agreement | ||||
Related Party Transaction [Line Items] | ||||
Selling, general & administrative - related party | 5,800 | 4,700 | $ 400 | |
Contract agreement, term | 7 years | |||
Notification period for sale of assets (in days) | 60 days | |||
Good faith negotiation period (in days) | 60 days | |||
Period for transfer of assets to third party buyer, after good faith negotiation (in days) | 180 days | |||
Limited Partner | USDG | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable - related party | $ 200 | $ 200 |
TRANSACTIONS WITH RELATED PAR76
TRANSACTIONS WITH RELATED PARTIES - Indemnification (Details) - USD Group LLC - Limited Partner - Omnibus Agreement | Oct. 15, 2014USD ($) |
Related Party Transaction [Line Items] | |
Aggregate deductible | $ 500,000 |
Maximum exposure, undiscounted | $ 10,000,000 |
TRANSACTIONS WITH RELATED PAR77
TRANSACTIONS WITH RELATED PARTIES - Assignment of Costs (Details) - USDG - Limited Partner - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Freight costs | $ 0 | $ 0 | $ 2,900,000 |
Accounts receivable - related party | $ 0 | $ 0 |
TRANSACTIONS WITH RELATED PAR78
TRANSACTIONS WITH RELATED PARTIES - Variable Interest Entities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fleet Services - Related Party | Variable Interest Entity, Not Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Fleet services — related parties | $ 0.8 | $ 1.9 | $ 1.5 |
TRANSACTIONS WITH RELATED PAR79
TRANSACTIONS WITH RELATED PARTIES - Related Party Revenue and Deferred Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses — related party | $ 214,000 | $ 232,000 | |
Related party | J. Aron | |||
Related Party Transaction [Line Items] | |||
Related party sales | $ 3,963,000 | ||
Accounts payable and accrued expenses — related party | 0 | ||
Related party | J. Aron | Terminalling services | |||
Related Party Transaction [Line Items] | |||
Related party sales | 3,499,000 | ||
Related party | J. Aron | Freight and other reimbursables — related party | |||
Related Party Transaction [Line Items] | |||
Related party sales | 464,000 | ||
Related party | USD Marketing | |||
Related Party Transaction [Line Items] | |||
Related party sales | 11,609,000 | 10,402,000 | 0 |
Related party | USD Marketing | Terminalling services | |||
Related Party Transaction [Line Items] | |||
Related party sales | 6,933,000 | 5,228,000 | 0 |
Related party | USD Marketing | Fleet Leases | |||
Related Party Transaction [Line Items] | |||
Related party sales | 3,560,000 | 4,123,000 | 0 |
Related party | USD Marketing | Fleet services | |||
Related Party Transaction [Line Items] | |||
Related party sales | 1,116,000 | 966,000 | 0 |
Related party | USD Marketing | Freight and other reimbursables — related party | |||
Related Party Transaction [Line Items] | |||
Related party sales | $ 0 | $ 85,000 | $ 0 |
TRANSACTIONS WITH RELATED PAR80
TRANSACTIONS WITH RELATED PARTIES - Cost Allocations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Related Party Transactions [Abstract] | |
Related party, initial amount for certain general and administrative services | $ 3.5 |
TRANSACTIONS WITH RELATED PAR81
TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion | $ 26,928 | $ 22,158 | |
Terminalling and Fleets Services Agreement | |||
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion | 4,292 | 4,198 | |
USD Marketing | Related party | |||
Related Party Transaction [Line Items] | |||
Fleet services — related parties | 11,609 | 10,402 | $ 0 |
USD Marketing | Related party | Terminalling services | |||
Related Party Transaction [Line Items] | |||
Fleet services — related parties | 6,933 | 5,228 | 0 |
USD Marketing | Related party | Fleet Leases | |||
Related Party Transaction [Line Items] | |||
Fleet services — related parties | 3,560 | 4,123 | 0 |
USD Marketing | Related party | Fleet services | |||
Related Party Transaction [Line Items] | |||
Fleet services — related parties | 1,116 | 966 | 0 |
USD Marketing | Related party | Freight and other reimbursables — related party | |||
Related Party Transaction [Line Items] | |||
Fleet services — related parties | 0 | 85 | $ 0 |
Variable Interest Entity, Not Primary Beneficiary | |||
Related Party Transaction [Line Items] | |||
Total assets | 7 | 196 | |
Total liabilities | 1,564 | 2,829 | |
Maximum exposure to loss | 0 | 0 | |
Accounts receivable — related party | Variable Interest Entity, Not Primary Beneficiary | |||
Related Party Transaction [Line Items] | |||
Total assets | 7 | 196 | |
Total liabilities | 0 | 0 | |
Maximum exposure to loss | 0 | 0 | |
Deferred revenue, current portion — related party | Variable Interest Entity, Not Primary Beneficiary | |||
Related Party Transaction [Line Items] | |||
Total assets | 0 | 0 | |
Total liabilities | 1,297 | 1,287 | |
Maximum exposure to loss | 0 | 0 | |
Deferred revenue, net of current portion — related party | Variable Interest Entity, Not Primary Beneficiary | |||
Related Party Transaction [Line Items] | |||
Total assets | 0 | 0 | |
Total liabilities | 264 | 1,542 | |
Maximum exposure to loss | 0 | 0 | |
Customer prepayments, current portion | Terminalling and Fleets Services Agreement | |||
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion | 390 | 390 | |
Minimum monthly commitment fees | |||
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion | 23,223 | 20,395 | |
Minimum monthly commitment fees | Terminalling and Fleets Services Agreement | |||
Related Party Transaction [Line Items] | |||
Deferred revenue, current portion | $ 3,902 | $ 3,808 |
TRANSACTIONS WITH RELATED PAR82
TRANSACTIONS WITH RELATED PARTIES - Cash Distributions (Details) - USD ($) $ in Thousands | Nov. 14, 2016 | Aug. 12, 2016 | May 13, 2016 | Feb. 19, 2016 | Nov. 13, 2015 | Aug. 14, 2015 | May 15, 2015 | Feb. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||||||||||
Payments of capital distribution | $ 29,665 | $ 24,032 | $ 107,828 | ||||||||
USDG | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount Paid to USDG | $ 3,727 | $ 3,640 | $ 3,554 | $ 3,467 | $ 3,381 | $ 3,352 | $ 3,322 | $ 2,817 | 14,388 | 12,872 | |
USD Group LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount Paid to USD Partners GP LLC | $ 149 | $ 145 | $ 142 | $ 138 | $ 125 | $ 124 | $ 123 | $ 102 | $ 574 | $ 474 |
TRANSACTIONS WITH RELATED PAR83
TRANSACTIONS WITH RELATED PARTIES - Transition Services Agreement (Details) - Casper Crude to Rail Holdings, LLC - Transition Services Agreement $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2015owner | |
Cogent | |||
Related Party Transaction [Line Items] | |||
Accounting, administrative, customer support and information technology services | $ | $ 52 | $ 44 | |
Officer | Cogent | |||
Related Party Transaction [Line Items] | |||
Number of principle owners | owner | 2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Rail Service Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | |||
Additional default term in effect, after the Initial term of the agreement | 1 year | ||
Subcontracted rail services | $ 8,077 | $ 7,710 | $ 6,994 |
Service Agreements, Labor Service Providers | |||
Other Commitments [Line Items] | |||
2,016 | 7,105 | ||
2,017 | 6,124 | ||
2,018 | 3,704 | ||
Total | $ 16,933 |
COMMITMENTS AND CONTINGENCIES85
COMMITMENTS AND CONTINGENCIES - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | |||
Fleet leases | $ 6,174 | $ 11,833 | $ 8,788 |
Monthly lease payment receivable | 29,200 | ||
Property, Plant and Equipment | |||
Operating Leased Assets [Line Items] | |||
2,017 | 4,467 | ||
2,018 | 4,071 | ||
2,019 | 4,071 | ||
2,020 | 4,072 | ||
2,021 | 4,072 | ||
Thereafter | 3,831 | ||
Total | 24,584 | ||
Property, Plant and Equipment | Selling, General and Administrative Expenses | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 400 | $ 400 | $ 300 |
COMMITMENTS AND CONTINGENCIES86
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | Dec. 31, 2016railcar_unit_train |
Loss Contingencies [Line Items] | |
Number of railcars | 320 |
Corrosion | |
Loss Contingencies [Line Items] | |
Number of railcars | 215 |
COMMITMENTS AND CONTINGENCIES87
COMMITMENTS AND CONTINGENCIES - Rental Income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 5,789 |
2,018 | 4,678 |
2,019 | 4,678 |
2,020 | 4,678 |
2,021 | 4,678 |
Thereafter | 4,678 |
Total | $ 29,179 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | |||||||||||
Railroad incentives | $ 76 | $ 434 | $ 719 | ||||||||
Fleet leases | 2,577 | 8,788 | |||||||||
Freight and other reimbursables | 1,955 | 1,880 | 2,141 | ||||||||
Total revenues | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | 111,125 | 81,763 | 36,098 |
Operating costs | |||||||||||
Subcontracted rail services | 8,077 | 7,710 | 6,994 | ||||||||
Pipeline fees | 20,799 | 17,249 | 3,625 | ||||||||
Fleet leases | 6,174 | 11,833 | 8,788 | ||||||||
Freight and other reimbursables | 1,955 | 1,965 | 2,605 | ||||||||
Operating and maintenance | 2,962 | 2,062 | 2,124 | ||||||||
Selling, general and administrative | 15,426 | 12,380 | 8,684 | ||||||||
Depreciation and amortization | 23,092 | 6,110 | 2,631 | ||||||||
Total operating costs | 22,354 | 18,843 | 18,454 | 18,834 | 17,232 | 14,746 | 14,588 | 12,743 | 78,485 | 59,309 | 35,451 |
Operating income | 6,200 | 9,500 | 9,417 | 7,523 | 8,831 | 7,051 | 5,807 | 765 | 32,640 | 22,454 | 647 |
Interest expense, net | 9,837 | 4,368 | 4,825 | ||||||||
Loss (gain) associated with derivative instruments | 140 | (5,161) | (1,536) | ||||||||
Foreign currency transaction loss (gain) | (750) | (201) | 4,850 | ||||||||
Provision for (benefit from) income taxes | (759) | 5,755 | 186 | ||||||||
Net income (loss) | 3,956 | $ 12,831 | $ 5,235 | $ 2,150 | 6,675 | $ 6,325 | $ 2,652 | $ 2,041 | 24,172 | 17,693 | (7,678) |
Total assets | 305,967 | 328,398 | 305,967 | 328,398 | 148,280 | ||||||
Capital expenditures and acquisitions | 474 | 212,116 | 33,736 | ||||||||
Continuing Operations | |||||||||||
Operating costs | |||||||||||
Total assets | 305,967 | 328,398 | 305,967 | 328,398 | 148,280 | ||||||
Related party | |||||||||||
Revenues | |||||||||||
Revenues | 2,840 | ||||||||||
Fleet leases | 3,560 | 4,123 | |||||||||
Freight and other reimbursables | 0 | 85 | 464 | ||||||||
Terminalling services | |||||||||||
Revenues | |||||||||||
Revenues | 93,014 | 58,841 | 18,266 | ||||||||
Freight and other reimbursables | 13 | ||||||||||
Terminalling services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 6,933 | 5,228 | 3,499 | ||||||||
Fleet services | |||||||||||
Revenues | |||||||||||
Revenues | 1,084 | 622 | 720 | ||||||||
Fleet leases | 2,577 | 7,710 | 8,788 | ||||||||
Fleet services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 1,926 | 2,840 | 1,501 | ||||||||
Fleet leases | 3,560 | 4,123 | 0 | ||||||||
Operating Segments | |||||||||||
Revenues | |||||||||||
Railroad incentives | 434 | 719 | |||||||||
Operating Segments | Terminalling services | |||||||||||
Revenues | |||||||||||
Revenues | 93,014 | 58,841 | 18,266 | ||||||||
Railroad incentives | 76 | ||||||||||
Total revenues | 100,036 | 64,503 | 22,484 | ||||||||
Operating costs | |||||||||||
Subcontracted rail services | 8,077 | 7,710 | 6,994 | ||||||||
Pipeline fees | 20,799 | 17,249 | 3,625 | ||||||||
Freight and other reimbursables | 13 | ||||||||||
Operating and maintenance | 2,625 | 1,768 | 1,924 | ||||||||
Selling, general and administrative | 4,899 | 4,156 | 4,366 | ||||||||
Depreciation and amortization | 23,092 | 6,110 | 2,631 | ||||||||
Total operating costs | 59,505 | 36,993 | 19,540 | ||||||||
Operating income | 40,531 | 27,510 | 2,944 | ||||||||
Interest expense, net | 1,006 | 2,026 | 3,600 | ||||||||
Loss (gain) associated with derivative instruments | 140 | (5,161) | (1,536) | ||||||||
Foreign currency transaction loss (gain) | (28) | 166 | 4,406 | ||||||||
Provision for (benefit from) income taxes | (1,184) | 5,581 | 47 | ||||||||
Net income (loss) | 40,597 | 24,898 | (3,573) | ||||||||
Total assets | 297,250 | 316,232 | 297,250 | 316,232 | 105,093 | ||||||
Capital expenditures and acquisitions | 474 | 212,116 | 33,736 | ||||||||
Operating Segments | Terminalling services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 6,933 | 5,228 | 3,499 | ||||||||
Operating Segments | Fleet services | |||||||||||
Revenues | |||||||||||
Revenues | 1,084 | 622 | 720 | ||||||||
Fleet leases | 2,577 | 7,710 | 8,788 | ||||||||
Freight and other reimbursables | 1,942 | 1,880 | 2,141 | ||||||||
Total revenues | 11,089 | 17,260 | 13,614 | ||||||||
Operating costs | |||||||||||
Fleet leases | 6,174 | 11,833 | 8,788 | ||||||||
Freight and other reimbursables | 1,942 | 1,965 | 2,605 | ||||||||
Operating and maintenance | 337 | 294 | 200 | ||||||||
Selling, general and administrative | 823 | 741 | 2,450 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating costs | 9,276 | 14,833 | 14,043 | ||||||||
Operating income | 1,813 | 2,427 | (429) | ||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Foreign currency transaction loss (gain) | (71) | 43 | (17) | ||||||||
Provision for (benefit from) income taxes | 242 | 173 | 140 | ||||||||
Net income (loss) | 1,642 | 2,211 | (552) | ||||||||
Total assets | 5,773 | 5,719 | 5,773 | 5,719 | 7,692 | ||||||
Capital expenditures and acquisitions | 0 | 0 | 0 | ||||||||
Operating Segments | Fleet services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 1,926 | 2,840 | 1,501 | ||||||||
Fleet leases | 3,560 | 4,123 | |||||||||
Freight and other reimbursables | 0 | 85 | 464 | ||||||||
Corporate | |||||||||||
Operating costs | |||||||||||
Operating and maintenance | 0 | 0 | 0 | ||||||||
Selling, general and administrative | 9,704 | 7,483 | 1,868 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating costs | 9,704 | 7,483 | 1,868 | ||||||||
Operating income | (9,704) | (7,483) | (1,868) | ||||||||
Interest expense, net | 8,831 | 2,342 | 1,225 | ||||||||
Foreign currency transaction loss (gain) | (651) | (410) | 461 | ||||||||
Provision for (benefit from) income taxes | 183 | 1 | (1) | ||||||||
Net income (loss) | (18,067) | (9,416) | (3,553) | ||||||||
Total assets | $ 2,944 | $ 6,447 | 2,944 | 6,447 | 35,495 | ||||||
Capital expenditures and acquisitions | $ 0 | $ 0 | $ 0 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | $ 63,690 | $ 42,752 | $ 15,266 |
Add (deduct): | |||
Amortization of deferred financing costs | 861 | 659 | 1,056 |
Deferred income taxes | 46 | 814 | 0 |
Bad debt expense | 0 | 0 | 1,424 |
Unrecovered reimbursable freight costs | 0 | 0 | (1,616) |
Changes in accounts receivable and other assets | 1,859 | (730) | (8,511) |
Changes in accounts payable and accrued expenses | (1,917) | (880) | (2,372) |
Changes in deferred revenue and other liabilities | (996) | 10,085 | 17,497 |
Change in restricted cash | (654) | 870 | (6,490) |
Interest expense, net | 9,837 | 4,368 | 4,825 |
Benefit from (provision for) income taxes | 759 | (5,755) | (186) |
Foreign currency transaction gain (loss) | 750 | 201 | (4,850) |
Deferred revenue associated with minimum monthly commitment fees | (1,485) | (7,444) | (9,478) |
Net cash provided by (used in) operating activities | 53,076 | 36,204 | (3,085) |
Corporate Segment | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | (5,630) | (5,022) | (1,318) |
Terminalling services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | 67,507 | 45,347 | 15,397 |
Add (deduct): | |||
Interest expense, net | 1,006 | 2,026 | 3,600 |
Benefit from (provision for) income taxes | 1,184 | (5,581) | (47) |
Foreign currency transaction gain (loss) | 28 | (166) | (4,406) |
Fleet services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | 1,813 | 2,427 | 1,187 |
Add (deduct): | |||
Interest expense, net | 0 | 0 | 0 |
Benefit from (provision for) income taxes | (242) | (173) | (140) |
Foreign currency transaction gain (loss) | $ 71 | $ (43) | $ 17 |
SEGMENT REPORTING - Revenue and
SEGMENT REPORTING - Revenue and Assets by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | $ 111,125 | $ 81,763 | $ 36,098 |
Total assets | 305,967 | 328,398 | 305,967 | 328,398 | 148,280 | ||||||
Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 305,967 | 328,398 | 305,967 | 328,398 | 148,280 | ||||||
Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 98,706 | 69,487 | 30,634 | ||||||||
Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 12,419 | 12,276 | 5,464 | ||||||||
U.S. | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 224,450 | 250,309 | 224,450 | 250,309 | 50,967 | ||||||
U.S. | Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 44,792 | 20,134 | 17,049 | ||||||||
U.S. | Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 5,426 | 6,945 | 1,933 | ||||||||
Canada | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | $ 81,517 | $ 78,089 | 81,517 | 78,089 | 97,313 | ||||||
Canada | Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 53,914 | 49,353 | 13,585 | ||||||||
Canada | Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 6,993 | $ 5,331 | $ 3,531 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | Jan. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | ||||
Provision for (benefit from) income taxes | $ (759,000) | $ 5,755,000 | $ 186,000 | |
Operating loss carryforwards | 257,000 | 7,000 | ||
Unrecognized tax benefits | 0 | 0 | ||
Internal Revenue Service | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 257,000 | $ 7,000 | ||
Canada Revenue Agency | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal and provincial income tax rate (percent) | 27.00% | 23.40% | ||
Operating loss carryforwards | $ 3,000,000 | |||
Change in methodology, amount | 4,400,000 | |||
Canada Revenue Agency | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Canadian federal income tax rate (percent) | 15.00% | |||
Provincial tax rate (percent) | 12.00% | |||
U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 800,000 | 700,000 | ||
Canada | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 4,400,000 | $ 4,900,000 | ||
Minimum | Canada Revenue Agency | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Provincial tax rate (percent) | 10.00% | |||
Maximum | Canada Revenue Agency | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Provincial tax rate (percent) | 11.00% | |||
Subsidiaries | ||||
Operating Loss Carryforwards [Line Items] | ||||
Taxable income (loss) | (755,000) | $ 161,000 | ||
Provision for (benefit from) income taxes | $ 0 | $ 0 | ||
Subsidiaries | Internal Revenue Service | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate (percent) | 34.00% | 34.00% | ||
Effective franchise tax rate (percent) | 0.50% |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current income tax expense (benefit) | |||
U.S. federal income tax | $ 0 | $ 346 | $ 0 |
Benefit of U.S. federal operating loss carryforward | 0 | (301) | 0 |
State income tax | 208 | 154 | 156 |
Canadian federal and provincial income taxes (benefits) | (1,013) | 5,596 | 30 |
Benefit of Canadian operating loss carryforwards | 0 | (854) | 0 |
Total current income tax expense (benefit) | (805) | 4,941 | 186 |
Deferred income tax expense (benefit) | |||
U.S. federal income tax | 245 | 0 | 0 |
Canadian federal and provincial income taxes (benefits) | (199) | 814 | 0 |
Total change in deferred income tax expense | 46 | 814 | 0 |
Provision for (benefit from) income taxes | $ (759) | $ 5,755 | $ 186 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) before Income Taxes and Reconciliation Between Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
Domestic | $ 27,367 | $ 3,222 | $ (2,374) |
Foreign | (3,954) | 20,226 | (5,118) |
Total income (loss) before taxes | 23,413 | 23,448 | (7,492) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax expense (benefit) at the U.S. federal statutory rate | 7,961 | 7,972 | (2,547) |
Income (loss) attributable to partnership not subject to income tax | (8,718) | 247 | 933 |
Foreign income tax rate differential | 397 | (2,303) | 313 |
Other | (68) | 135 | 0 |
State income tax expense | 201 | 125 | 156 |
Change in valuation allowance | (532) | (421) | 1,331 |
Provision for (benefit from) income taxes | $ (759) | $ 5,755 | $ 186 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets | ||
Deferred revenues | $ 89 | $ 1,212 |
Capital loss carryforwards | 438 | 424 |
Operating loss carryforwards | 257 | 7 |
Deferred income tax liabilities | ||
Prepaid expenses | (592) | (673) |
Property and equipment | (577) | (749) |
Deferred income tax asset (liability) | 221 | |
Deferred income tax asset (liability) | (385) | |
Valuation allowance | (438) | (970) |
Deferred income tax liability, net | (823) | (749) |
U.S. | ||
Deferred income tax assets | ||
Deferred revenues | 89 | 1,212 |
Capital loss carryforwards | 0 | 0 |
Operating loss carryforwards | 257 | 7 |
Deferred income tax liabilities | ||
Prepaid expenses | (592) | (673) |
Property and equipment | 0 | 0 |
Deferred income tax asset (liability) | 546 | |
Deferred income tax asset (liability) | (246) | |
Valuation allowance | 0 | (546) |
Deferred income tax liability, net | (246) | 0 |
Foreign | ||
Deferred income tax assets | ||
Deferred revenues | 0 | 0 |
Capital loss carryforwards | 438 | 424 |
Operating loss carryforwards | 0 | 0 |
Deferred income tax liabilities | ||
Prepaid expenses | 0 | 0 |
Property and equipment | (577) | (749) |
Deferred income tax asset (liability) | (139) | (325) |
Valuation allowance | (438) | (424) |
Deferred income tax liability, net | $ (577) | $ (749) |
MAJOR CUSTOMERS AND CONCENTRA96
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | $ 111,125 | $ 81,763 | $ 36,098 |
Customer Concentration Risk | Customer Revenues | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 11,140 | $ 12,207 | |||||||||
Concentration risk (as a percentage) | 10.00% | 14.90% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 15,827 | $ 11,428 | |||||||||
Concentration risk (as a percentage) | 14.20% | 14.00% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 11,436 | $ 9,890 | |||||||||
Concentration risk (as a percentage) | 10.30% | 12.10% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 11,611 | $ 10,402 | |||||||||
Concentration risk (as a percentage) | 10.40% | 12.70% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 10,158 | $ 8,763 | |||||||||
Concentration risk (as a percentage) | 9.10% | 10.70% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 4,334 | $ 8,859 | |||||||||
Concentration risk (as a percentage) | 3.90% | 10.80% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer G | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Operating revenue | $ 15,249 | $ 1,846 | |||||||||
Concentration risk (as a percentage) | 13.70% | 2.30% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 96.00% | 98.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 90.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 60.00% | 50.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer G | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 4.00% | 2.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 10.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 40.00% | 50.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer G | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% |
DERIVATIVE FINANCIAL INSTRUME97
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) CAD in Millions | Apr. 30, 2016CADcontract$ / CAD | Jun. 30, 2015CADcollar_arrangement$ / CAD | May 30, 2014CAD$ / CAD |
Forward Contract Maturing in 2017 | |||
Derivative [Line Items] | |||
Number of instruments held | contract | 4 | ||
Notional | CAD | CAD 33.5 | ||
Exchange rate floor (in CAD per USD) | 0.7804 | ||
Exchange rate cap (in CAD per USD) | 0.7809 | ||
Portion of option contracts maturing in 2016 | |||
Derivative [Line Items] | |||
Number of instruments held | collar_arrangement | 4 | ||
Notional | CAD | CAD 32 | ||
Exchange rate floor (in CAD per USD) | 0.84 | ||
Exchange rate cap (in CAD per USD) | 0.86 | ||
Collar Arrangement Maturing in 2015 | |||
Derivative [Line Items] | |||
Notional | CAD | CAD 37.2 | ||
Exchange rate floor (in CAD per USD) | 0.91 | ||
Exchange rate cap (in CAD per USD) | 0.93 | ||
Minimum | Portion of option contracts maturing in 2016 | |||
Derivative [Line Items] | |||
Notional | CAD | CAD 7.9 | ||
Maximum | Portion of option contracts maturing in 2016 | |||
Derivative [Line Items] | |||
Notional | CAD | CAD 8.1 |
DERIVATIVE FINANCIAL INSTRUME98
DERIVATIVE FINANCIAL INSTRUMENTS - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Fair Value | $ 1,167 | $ 3,705 |
Foreign Exchange Contract | Other current assets | ||
Derivative [Line Items] | ||
Fair Value | $ 1,167 | $ 3,705 |
DERIVATIVE FINANCIAL INSTRUME99
DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Loss (gain) associated with derivative instruments | $ 140 | $ (5,161) | $ (1,536) |
DERIVATIVE FINANCIAL INSTRUM100
DERIVATIVE FINANCIAL INSTRUMENTS - Foreign Currency Contract (Details) $ in Thousands | Dec. 31, 2016CAD | Dec. 31, 2016USD ($) | Apr. 30, 2016CAD | Dec. 31, 2015CAD$ / option | Dec. 31, 2015USD ($)$ / option | Jun. 30, 2015CAD |
Derivative [Line Items] | ||||||
Fair Value | $ 1,167 | $ 3,705 | ||||
Derivative Asset (Liability), Fair Value, Gross Asset (Liability), Net | $ 1,167 | $ 3,705 | ||||
March 31, 2017 | Puts (purchased) | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 8,300,000 | |||||
Forward Rate (in CAD per USD) | 0.7804 | 0.7804 | ||||
Market Price (in CAD per USD) | 0.7444 | 0.7444 | ||||
Fair Value | $ 299 | |||||
June 30, 2017 | Puts (purchased) | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 8,400,000 | |||||
Forward Rate (in CAD per USD) | 0.7805 | 0.7805 | ||||
Market Price (in CAD per USD) | 0.7453 | 0.7453 | ||||
Fair Value | $ 296 | |||||
September 29, 2017 | Puts (purchased) | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 8,400,000 | |||||
Forward Rate (in CAD per USD) | 0.7807 | 0.7807 | ||||
Market Price (in CAD per USD) | 0.7462 | 0.7462 | ||||
Fair Value | $ 290 | |||||
December 29, 2017 | Puts (purchased) | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 8,400,000 | |||||
Forward Rate (in CAD per USD) | 0.7809 | 0.7809 | ||||
Market Price (in CAD per USD) | 0.7473 | 0.7473 | ||||
Fair Value | $ 282 | |||||
Total | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 33,500,000 | |||||
Total | Puts (purchased) | ||||||
Derivative [Line Items] | ||||||
Fair Value | $ 1,167 | |||||
Portion of option contracts maturing in 2016 | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 32,000,000 | |||||
Portion of option contracts maturing in 2016 | Puts (purchased) | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 32,011,290 | |||||
Strike Price (in CAD per USD) | $ / option | 0.84 | 0.84 | ||||
Market Price (in CAD per USD) | $ / option | 0.7210 | 0.7210 | ||||
Fair Value | $ 3,714 | |||||
Portion of option contracts maturing in 2016 | Calls (written) | ||||||
Derivative [Line Items] | ||||||
Notional | CAD | CAD 32,011,290 | |||||
Strike Price (in CAD per USD) | $ / option | 0.86 | 0.86 | ||||
Market Price (in CAD per USD) | $ / option | 0.7210 | 0.7210 | ||||
Fair Value | $ (9) |
DERIVATIVE FINANCIAL INSTRUM101
DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets (liability) | $ 1,167 | $ 3,705 |
Effects of netting arrangements, asset (liability) | 0 | 0 |
Fair value of derivatives - net presentation, asset (liability) | 1,167 | 3,705 |
Current assets | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets | 1,167 | 3,714 |
Effect of netting arrangements, asset | 0 | (9) |
Fair value of derivatives - net presentation, asset | 1,167 | 3,705 |
Non-current assets | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets | 0 | 0 |
Effect of netting arrangements, asset | 0 | 0 |
Fair value of derivatives - net presentation, asset | 0 | 0 |
Current liabilities | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, liabilities | 0 | (9) |
Effect of netting arrangements, liability | 0 | 9 |
Fair value of derivatives - net presentation, liability | 0 | 0 |
Non-current liabilities | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, liabilities | 0 | 0 |
Effect of netting arrangements, liability | 0 | 0 |
Fair value of derivatives - net presentation, liability | $ 0 | $ 0 |
PARTNERS' CAPITAL (Details)
PARTNERS' CAPITAL (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 29, 2016shares | Sep. 30, 2016 | Dec. 31, 2016quarterinstallment$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2014quarter$ / sharesshares | |
Limited Partners' Capital Account [Line Items] | |||||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ / shares | $ 1.15 | $ 1.15 | |||
Targeted quarterly distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ / shares | $ 0.2875 | $ 0.2875 | |||
Limited Partner | |||||
Limited Partners' Capital Account [Line Items] | |||||
Number of quarters of distribution | quarter | 4 | ||||
Limited Partner | Capital Unit, Class A | First vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Partners' Capital Account, Number of Vesting Installments | installment | 4 | ||||
Partners' Capital Account, Vesting Period | 4 years | ||||
Conversion factor | 1 | ||||
Partners' capital account, vested (in shares) | 46,250 | 0 | |||
Number of quarters of distribution | quarter | 4 | ||||
Conversion ratio | 1 | ||||
Limited Partner | Capital Unit, Class A | Second vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion factor | 1.5 | ||||
Limited Partner | Common Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Allocation of partnership interests (in units) | 2,138,959 | 0 | 1,093,545 | ||
Limited Partner | Common Units | First vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Partners' capital account, vested (in shares) | 46,250 | ||||
Allocation of partnership interests (in units) | 46,250 | ||||
Limited Partner | Class A units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion ratio | 1 | ||||
Tranche percentage of units (percent) | 20.00% | ||||
Limited Partner | Class A units | First vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Allocation of partnership interests (in units) | 46,250 | ||||
Limited Partner | Class A units | Third vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion factor | 1.75 | ||||
Limited Partner | Class A units | Last vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion factor | 2 | ||||
Limited Partner | Subordinated Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Allocation of partnership interests (in units) | 2,092,709 | 0 | 10,463,545 | ||
Limited Partner | Subordinated Units | First vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Number of quarters of distribution | quarter | 4 | ||||
Allocation of partnership interests (in units) | 2,092,709 | ||||
Minimum period for subordinated units to be converted (in months) | 12 months | ||||
Long-Term Incentive Plan | Limited Partner | Common Units | First vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Allocation of partnership interests (in units) | 99,513 | ||||
Phantom Share Units (PSUs) | Long-Term Incentive Plan | Limited Partner | First vesting tranche | |||||
Limited Partners' Capital Account [Line Items] | |||||
Awards granted in period (in units) | 111,545 | ||||
Shares paid for tax withholding for share based compensation (in units) | 12,032 |
UNIT BASED COMPENSATION - Class
UNIT BASED COMPENSATION - Class A Units (Details) | Oct. 08, 2014$ / shares | Feb. 29, 2016shares | Oct. 31, 2014shares | Aug. 31, 2014shares | Dec. 31, 2016USD ($)quarter$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)quartershares | Dec. 31, 2016shares |
Class A units outstanding roll forward | ||||||||
Partners' capital accounts, forfeited (in shares) | 0 | (35,000) | ||||||
Maximum | Minimum Quarterly Distribution | ||||||||
Class A units outstanding roll forward | ||||||||
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 (in shares) | 250,000 | 250,000 | ||||||
Partners' capital account (in shares) | 185,000 | 220,000 | 220,000 | 138,750 | ||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 25.71 | $ 25.71 | $ 25.71 | |||||
Class A units outstanding roll forward | ||||||||
Partners' capital account beginning balance (in units) | 185,000 | 220,000 | ||||||
Partners' capital account ending balance (in units) | 138,750 | 185,000 | 220,000 | |||||
Award vesting period (in years) | 4 years | |||||||
Maximum number of common units available for issuance (in shares) | 242,813 | |||||||
Assumed annual cost of equity (as a percent) | 13.00% | |||||||
Unit based compensation expense | $ | $ 1,000,000 | $ 1,300,000 | $ 600,000 | |||||
Compensation expense for Class A units not expected to vest | $ | $ 0 | $ 19,000 | $ 0 | |||||
Class A units | Minimum | ||||||||
Class A units outstanding roll forward | ||||||||
Unit conversion ratio, based on excessive distributions | 1 | 1.25 | ||||||
Class A units | Minimum | Minimum Quarterly Distribution | ||||||||
Class A units outstanding roll forward | ||||||||
Expected dividend payment rate (in dollars per share) | $ / shares | 0.24375 | |||||||
Class A units | Maximum | ||||||||
Class A units outstanding roll forward | ||||||||
Unit conversion ratio, based on excessive distributions | 2 | 2 | ||||||
Class A units | Maximum | Minimum Quarterly Distribution | ||||||||
Class A units outstanding roll forward | ||||||||
Expected dividend payment rate (in dollars per share) | $ / shares | $ 0.4905 | |||||||
Limited Partner | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of quarters of distribution | quarter | 4 | |||||||
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 | 0 | 138,750 | ||||
Conversion ratio | 1 | |||||||
Class A units outstanding roll forward | ||||||||
Partners' capital account beginning balance (in units) | 185,000 | 220,000 | 0 | |||||
Partners' capital accounts, forfeited (in shares) | 0 | (30,000) | ||||||
Partners' capital account ending balance (in units) | 138,750 | 185,000 | 220,000 | |||||
Unit conversion ratio, based on excessive distributions | 1 | |||||||
Limited Partner | Common Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Partners' capital account (in shares) | 11,947,127 | 10,213,545 | 10,213,545 | 14,185,599 | ||||
Class A units outstanding roll forward | ||||||||
Partners' capital account beginning balance (in units) | 11,947,127 | 10,213,545 | ||||||
Partners' capital account ending balance (in units) | 14,185,599 | 11,947,127 | 10,213,545 | |||||
First vesting tranche | Limited Partner | Capital Unit, Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of quarters of distribution | quarter | 4 | |||||||
Conversion ratio | 1 | |||||||
Class A units outstanding roll forward | ||||||||
Partners' capital account, vested (in shares) | (46,250) | 0 | ||||||
First vesting tranche | Limited Partner | Common Units | ||||||||
Class A units outstanding roll forward | ||||||||
Partners' capital account, vested (in shares) | (46,250) |
UNIT BASED COMPENSATION - Long-
UNIT BASED COMPENSATION - Long-term Incentive Plan (Details) $ / shares in Units, $ in Thousands | Feb. 16, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Long-Term Incentive Plan | |||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||
Total | $ | $ 924 | $ 351 | |
Long-Term Incentive Plan | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of additional shares authorized (in shares) | 576,373 | 419,551 | |
Common units authorized for issuance (in shares) | 1,654,167 | ||
Common units which remain available for issuance (in shares) | 715,791 | ||
Conversion ratio | 1 | ||
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 (in shares) | 1 | ||
Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 4 years | ||
Equity Classified | Long-Term Incentive Plan | |||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||
Awards beginning of period (in dollars per unit) | $ / shares | $ 12.75 | $ 0 | |
Awards granted in period (in dollars per units) | $ / shares | 6.41 | 12.76 | |
Awards vested in period (in dollars per units) | $ / shares | 12.66 | 0 | |
Awards forfeited in period (in dollars per units) | $ / shares | 7.29 | 12.90 | |
Awards end of period (in dollars per unit) | $ / shares | $ 8.51 | $ 12.75 | |
Equity-classified Phantom Units | $ | $ 868 | $ 327 | |
Liability Classified | Long-Term Incentive Plan | |||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||
Awards beginning of period (in dollars per unit) | $ / shares | $ 12.78 | $ 0 | |
Awards granted in period (in dollars per units) | $ / shares | 6.39 | 12.78 | |
Awards vested in period (in dollars per units) | $ / shares | 11.34 | 12.78 | |
Awards end of period (in dollars per unit) | $ / shares | $ 7.70 | $ 12.78 | |
Liability-classified Phantom Units | $ | $ 56 | $ 24 | |
Liability Classified | Long-Term Incentive Plan | Phantom Share Units (PSUs) | |||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||
Unit based compensation expense | $ | 3,100 | 1,200 | |
Unrecognized compensation expense | $ | $ 5,300 | ||
Weighted average recognition period (in years) | 2 years 6 months | ||
Reclassified unit based compensation expense forfeited | $ | $ 3 | $ 5 | |
Director | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | ||
Director or Independent Consultants | Equity Classified | Long-Term Incentive Plan | |||
Number of Units roll forward | |||
Awards at beginning of period (in units) | 24,045 | 0 | |
Awards granted in period (in units) | 64,830 | 24,045 | |
Awards vested in period (in units) | (24,045) | 0 | |
Awards forfeited in period (in units) | 0 | 0 | |
Awards at end of period (in units) | 64,830 | 24,045 | |
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||
Equity-classified Phantom Units | $ | $ 64 | ||
Director or Independent Consultants | Liability Classified | Long-Term Incentive Plan | |||
Number of Units roll forward | |||
Awards at beginning of period (in units) | 10,256 | 0 | |
Awards granted in period (in units) | 21,610 | 10,256 | |
Awards vested in period (in units) | (10,256) | 0 | |
Awards at end of period (in units) | 21,610 | 10,256 | |
Employee | Equity Classified | Long-Term Incentive Plan | |||
Number of Units roll forward | |||
Awards at beginning of period (in units) | 349,976 | 0 | |
Awards granted in period (in units) | 472,912 | 367,548 | |
Awards vested in period (in units) | (87,500) | 0 | |
Awards forfeited in period (in units) | (4,580) | (17,572) | |
Awards at end of period (in units) | 730,808 | 349,976 | |
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||
Equity-classified Phantom Units | $ | $ 137 | $ 32 | |
Employee | Liability Classified | Long-Term Incentive Plan | |||
Number of Units roll forward | |||
Awards at beginning of period (in units) | 13,276 | 0 | |
Awards granted in period (in units) | 17,021 | 17,702 | |
Awards vested in period (in units) | (8,682) | (4,426) | |
Awards at end of period (in units) | 21,615 | 13,276 |
SUPPLEMENTAL CASH FLOW INFOR105
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for income taxes | $ 845 | $ 3,995 | $ 101 |
Cash paid for interest | $ 8,722 | $ 3,695 | $ 3,588 |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Information (Details) | Dec. 12, 2012subsidiary | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of subsidiaries | subsidiary | 5 | |||
Escrow received during period | $ 29,500,000 | |||
USDS | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Earnings from discontinued operations | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS - Distributio
SUBSEQUENT EVENTS - Distribution to Partners (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 17, 2017 | Feb. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2014 |
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 | ||
Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Partners' distribution (in dollars per share) | $ 0.33 | |||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | 1.32 | |||
Distribution (in dollars per share) | $ 0.0075 | |||
Increase in distribution (in dollars per share) | 2.30% | |||
Increase in distribution | 14.80% | |||
General partner distribution | $ 152 | |||
Common units | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution paid | 3,600 | |||
Class A units | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution paid | 46 | |||
Common Units and Subordinated Units | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution paid | $ 3,800 |
SUBSEQUENT EVENTS - Long-term I
SUBSEQUENT EVENTS - Long-term Incentive Plan (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 09, 2017USD ($)$ / sharesshares | Feb. 28, 2017installmentshares | Dec. 31, 2016shares | |
Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 4 years | ||
Director | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | ||
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) | 290,597 | ||
Number of vesting periods | installment | 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) | 189,815 | ||
Payments made for Phantom Units | $ | $ 277 | ||
Long-Term Incentive Plan | Phantom Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion ratio | 1 | ||
Common units authorized for issuance (in shares) | 1,654,167 | ||
Maximum number of common units available for issuance (in shares) | 715,791 | ||
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) | 687,099 | ||
Maximum number of common units available for issuance (in shares) | 129,474 | ||
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 | $ 12.8 | ||
Long-Term Incentive Plan | Director or Independent Consultants | Phantom Share Units (PSUs) | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted in period (in units) | 64,830 | ||
Long-Term Incentive Plan | Director | Phantom Share Units (PSUs) | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 1 year | ||
U.S. | Long-Term Incentive Plan | Director or Independent Consultants | Phantom Share Units (PSUs) | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion ratio | 1 | ||
U.S. | Long-Term Incentive Plan | Director or Independent Consultants | Common units | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted in period (in units) | 64,830 | ||
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) | 204,157 | ||
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) | 124,985 | ||
Payments made for Phantom Units | $ | $ 0 | ||
Canada | Long-Term Incentive Plan | Director or Independent Consultants | Phantom Share Units (PSUs) | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted in period (in units) | 21,610 | ||
Canada | Long-Term Incentive Plan | Director or Independent Consultants | 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 | $ | $ 277 |
SUBSEQUENT EVENTS - Class A Uni
SUBSEQUENT EVENTS - Class A Units (Details) - Limited Partner | Feb. 20, 2017shares | Feb. 29, 2016shares | Dec. 31, 2016shares | Dec. 31, 2015shares | Dec. 31, 2014shares |
Class A units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion ratio | 1 | ||||
Common Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocation of partnership interests (in units) | 2,138,959 | 0 | 1,093,545 | ||
Subsequent Event | Class A units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Partners' capital account, vested (in shares) | 46,250 | ||||
Subsequent Event | Common Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocation of partnership interests (in units) | 69,375 | ||||
First vesting tranche | Class A units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocation of partnership interests (in units) | 46,250 | ||||
First vesting tranche | Capital Unit, Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Partners' capital account, vested (in shares) | 46,250 | 0 | |||
Conversion ratio | 1 | ||||
First vesting tranche | Common Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Partners' capital account, vested (in shares) | 46,250 | ||||
Allocation of partnership interests (in units) | 46,250 | ||||
First vesting tranche | Subsequent Event | Capital Unit, Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion ratio | 1.5 |
SUBSEQUENT EVENTS - Subordinate
SUBSEQUENT EVENTS - Subordinated Units (Details) | Feb. 20, 2017shares |
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) CAD in Millions | Oct. 15, 2014USD ($) | Mar. 09, 2017CAD | Mar. 09, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 13, 2015USD ($) |
Line of Credit Facility [Line Items] | |||||||
Proceeds from long-term debt | $ 0 | $ 0 | $ 67,845,000 | ||||
Repayments of Lines of Credit | 0 | 0 | $ 97,845,000 | ||||
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 | 400,000,000 | ||||
Amount outstanding under the credit facility | 213,000,000 | 201,000,000 | |||||
Maximum borrowing capacity with pay-down feature | $ 400,000,000 | ||||||
Term Loan | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||
Amount outstanding under the credit facility | 10,128,000 | 41,539,000 | |||||
Secured Debt | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Amount outstanding under the credit facility | $ 10,100,000 | $ 41,500,000 | |||||
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 | Minimum | Term Loan | Base Rate | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.35% | ||||||
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 1 | Maximum | Term Loan | Base Rate | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.35% | ||||||
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 | Minimum | Term Loan | London Interbank Offered Rate (LIBOR) | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.35% | ||||||
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% | ||||||
Scenario 3 | Maximum | Term Loan | London Interbank Offered Rate (LIBOR) | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.35% | ||||||
Subsequent Event | Revolving Credit Facility | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from long-term debt | $ 5,000,000 | ||||||
Repayments of Lines of Credit | 4,000,000 | ||||||
Amount outstanding under the credit facility | 214,000,000 | ||||||
Subsequent Event | Term Loan | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Repayments of Lines of Credit | CAD 10 | 7,600,000 | |||||
Subsequent Event | Secured Debt | Secured Debt | Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Amount outstanding under the credit facility | $ 2,700,000 |
QUARTERLY FINANCIAL DATA (Un112
QUARTERLY FINANCIAL DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenue | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 26,063 | $ 21,797 | $ 20,395 | $ 13,508 | $ 111,125 | $ 81,763 | $ 36,098 |
Operating expense (1) | 22,354 | 18,843 | 18,454 | 18,834 | 17,232 | 14,746 | 14,588 | 12,743 | 78,485 | 59,309 | 35,451 |
Operating income | 6,200 | 9,500 | 9,417 | 7,523 | 8,831 | 7,051 | 5,807 | 765 | 32,640 | 22,454 | 647 |
Net income | 3,956 | 12,831 | 5,235 | 2,150 | 6,675 | 6,325 | 2,652 | 2,041 | 24,172 | 17,693 | (7,678) |
Net income attributable to limited partner ownership interests in USD Partners LP | $ 3,877 | $ 12,575 | $ 5,131 | $ 2,107 | $ 6,542 | $ 6,198 | $ 2,599 | $ 2,000 | 23,690 | $ 17,339 | $ (7,524) |
Net income per limited partner unit, basic and diluted (in dollars per share) | $ 0.17 | $ 0.49 | $ 0.23 | $ 0.09 | $ 0.30 | $ 0.30 | $ 0.13 | $ 0.09 | |||
Terminalling services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Asset impairment charges | $ 3,500 |