USD Partners (USDP) 10-Q 13 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 12, 2015
Document Information [Line Items]
Entity Registrant Name	USD Partners LP
Trading Symbol	USDP
Entity Central Index Key	1,610,682
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Units
Document Information [Line Items]
Entity Shares Outstanding		10,213,545
Subordinated Units
Document Information [Line Items]
Entity Shares Outstanding		10,463,545
Class A Units
Document Information [Line Items]
Entity Shares Outstanding		185,000
General Partner
Document Information [Line Items]
Entity Shares Outstanding		427,083

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues
Railroad incentives	$ 18	$ 577	$ 45	$ 577
Fleet leases	2,036	2,189	5,820	6,785
Freight and other reimbursables	152	123	1,639	1,825
Total revenues	21,797	12,986	55,700	23,907
Operating costs
Subcontracted rail services	1,535	2,486	5,984	4,595
Pipeline fees	5,256	1,660	11,659	1,660
Fleet leases	3,049	2,189	9,054	6,785
Freight and other reimbursables	185	330	1,734	2,251
Selling, general and administrative	2,586	2,017	7,036	4,025
Depreciation	1,055	1,083	3,244	1,337
Total operating costs	14,746	10,963	42,077	23,656
Operating income	7,051	2,023	13,623	251
Interest expense	923	1,525	2,910	3,509
Gain associated with derivative instruments	(2,341)	(1,375)	(4,072)	(573)
Foreign currency transaction loss (gain)	2	2,991	(381)	3,679
Income (loss) from continuing operations before provision for income taxes	8,467	(1,118)	15,166	(6,364)
Provision for income taxes	2,142	61	4,148	85
Income (loss) from continuing operations	6,325	(1,179)	11,018	(6,449)
Discontinued operations
Loss from discontinued operations	0	(183)	0	(152)
Net income (loss)	6,325	(1,362)	11,018	(6,601)
Net income (loss) attributable to limited partner interest
Income (loss) from continuing operations	6,198	(1,156)	10,797	(6,321)
Loss from discontinued operations	0	(179)	0	(149)
Net income (loss) attributable to limited partner interest	$ 6,198	$ (1,335)	$ 10,797	$ (6,470)
Basic and diluted earnings per limited partner unit: (in dollars per share)
Weighted average limited partner units outstanding (in shares)	21,290		21,311
Common Units
Basic and diluted earnings per limited partner unit: (in dollars per share)
Income (loss) from continuing operations (USD per share)		$ (0.11)		$ (0.55)
Income (loss) from discontinued operations (USD per share)	$ 0		$ 0
Net income (loss) per subordinated unit (basic and diluted) (USD per share)	0.30	(0.12)	0.52	(0.56)
Subordinated Units
Basic and diluted earnings per limited partner unit: (in dollars per share)
Income (loss) from continuing operations (USD per share)		(0.11)		(0.55)
Income (loss) from discontinued operations (USD per share)	0		0
Net income (loss) per subordinated unit (basic and diluted) (USD per share)	$ 0.30	$ (0.12)	$ 0.52	$ (0.56)
Related Party
Revenues
Services revenue	$ 1,013		$ 3,234	$ 0
Fleet leases	1,013	$ 0	3,234	0
Freight and other reimbursables	33	207	95	426
Operating costs
Selling, general and administrative	1,080	1,198	3,366	3,003
Terminalling services
Revenues
Services revenue	15,973	7,873	38,639	11,321
Railroad incentives		577
Terminalling services | Related Party
Revenues
Services revenue	1,735	1,314	3,538	1,314
Fleet services
Revenues
Services revenue	156	337	467	575
Fleet leases		0
Fleet services | Related Party
Revenues
Services revenue	$ 681	$ 366	$ 2,223	$ 1,084

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 6,325	$ (1,362)	$ 11,018	$ (6,601)
Other comprehensive income (loss) — foreign currency translation, net of income tax expense (benefit) of ($41) thousand, $0, $73 thousand and $0, respectively	(110)	(663)	197	607
Comprehensive income (loss)	$ 6,215	$ (2,025)	$ 11,215	$ (5,994)

Consolidated Statements of Com4

Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Foreign currency translation tax amount	$ (41)	$ 0	$ 73	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income (loss)	$ 11,018	$ (6,601)
Less: Loss from discontinued operations	0	(152)
Income (loss) from continuing operations	11,018	(6,449)
Adjustments to reconcile income (loss) from continuing operations to net cash from operating activities:
Depreciation	3,244	1,337
Gain associated with derivative instruments	(4,072)	(573)
Settlement of derivative contracts	2,885	0
Bad debt expense	0	1,475
Amortization of deferred financing costs	471	877
Unit based compensation expense	2,168	0
Deferred income taxes	837	0
Changes in operating assets and liabilities:
Accounts receivable	1,468	(4,339)
Accounts receivable — related party	(1,017)	402
Prepaid expenses and other current assets	(3,149)	(1,168)
Accounts payable and accrued expenses	(788)	(2,488)
Deferred revenue and other liabilities	12,015	8,011
Deferred revenue — related party	900	534
Change in restricted cash	297	0
Net cash provided by (used in) operating activities	26,277	(2,381)
Cash flows from investing activities:
Additions of property and equipment	(1,424)	(33,119)
Purchase of derivative contracts	(1,167)	(468)
Net cash used in investing activities	(2,591)	(33,587)
Cash flows from financing activities:
Proceeds from borrowings on Bank of Oklahoma credit facility	0	69,225
Payments for deferred financing costs	0	(1,250)
Contributions	0	12,946
Distributions	(17,695)	0
Proceeds from long-term debt	18,000	0
Repayment of long-term debt	(22,728)	0
Repayment of loan from parent	0	(49,874)
Net cash provided by (used in) financing activities	(22,423)	31,047
Cash provided by (used in) discontinued operations:
Net cash used in operating activities	0	(3,425)
Net cash provided by investing activities	0	29,473
Net cash provided by financing activities	0	152
Net cash provided by discontinued operations	0	26,200
Effect of exchange rates on cash	(442)	725
Net change in cash and cash equivalents	821	22,004
Cash and cash equivalents – beginning of period	40,249	6,151
Cash and cash equivalents – end of period	$ 41,070	$ 28,155

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 41,070	$ 40,249
Restricted cash	5,348	6,490
Accounts receivable, net	2,383	4,221
Accounts receivable — related party	313	134
Prepaid expenses	10,947	8,367
Other current assets	4,501	2,003
Total current assets	64,562	61,464
Property and equipment, net	72,065	84,059
Other non-current assets	4,778	5,657
Total assets	141,405	151,180
Current liabilities
Accounts payable and accrued expenses	2,770	3,875
Accounts payable — related party	0	492
Deferred revenue, current portion	24,761	15,540
Deferred revenue, current portion — related party	5,615	5,256
Other current liabilities	2,453	877
Total current liabilities	35,599	26,040
Long-term debt	66,921	81,358
Deferred revenue, net of current portion	2,430	3,656
Deferred revenue, net of current portion — related party	1,861	1,931
Non-current deferred income tax liability	784	0
Total liabilities	$ 107,595	$ 112,985
Commitments and contingencies
General partner units (427,083 authorized and issued at September 30, 2015 and December 31, 2014)	$ (120)	$ 12
Accumulated other comprehensive income (loss)	179	(18)
Total partners' capital	33,810	38,195
Total liabilities and partners' capital	141,405	151,180
Common Units
Current liabilities
Limited partners' capital account	125,449	127,865
Class A Units
Current liabilities
Limited partners' capital account	1,793	550
Subordinated Units
Current liabilities
Limited partners' capital account	$ (93,491)	$ (90,214)

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - shares	Sep. 30, 2015	Dec. 31, 2014
General partners' units authorized (in shares)	427,083	427,083
Limited partners' units authorized (in shares)	427,083	427,083
Common Units
Limited partners' units authorized (in shares)	10,213,545	10,213,545
Limited partners' units issued (in shares)	10,213,545	10,213,545
Class A Units
Limited partners' units authorized (in shares)	250,000	250,000
Limited partners' units issued (in shares)	185,000	220,000
Subordinated Units
Limited partners' units authorized (in shares)	10,463,545	10,463,545
Limited partners' units issued (in shares)	10,463,545	10,463,545

Consolidated Statements of Part

Consolidated Statements of Partners' Capital Statement - USD ($) $ in Thousands	Total	Accumulated other comprehensive income (loss)	Limited PartnerCommon Units	Limited PartnerClass A Units	Limited PartnerSubordinated Units	General Partner
Partners' capital account beginning balance (Predecessor) at Dec. 31, 2013	$ 4,003
Partners' capital account beginning balance at Dec. 31, 2013		$ (1,400)
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss) | Predecessor	(6,601)
Net income (loss)	(6,601)		$ (613)	$ 0	$ (5,857)	$ (131)
Distributions | Predecessor	0
Contribution | Predecessor	13,098
Cumulative translation adjustment	607	607
Partners' capital account ending balance (Predecessor) at Sep. 30, 2014	10,500
Partners' capital account ending balance at Sep. 30, 2014	9,707	(793)
Partners' capital account beginning balance (in units) at Dec. 31, 2014			10,213,545	220,000	10,463,545	427,083
Partners' capital account beginning balance at Dec. 31, 2014	38,195	(18)	$ 127,865	$ 550	$ (90,214)	$ 12
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)	11,018		5,280	96	5,421	221
Unit based compensation expense			794	$ 1,546
Partners' capital account, units, forfeited				(35,000)
Partners' capital account, amount, forfeited				$ (245)
Distributions			$ (8,490)	$ (154)	$ (8,698)	$ (353)
Cumulative translation adjustment	197	197
Partners' capital account ending balance (in units) at Sep. 30, 2015			10,213,545	185,000	10,463,545	427,083
Partners' capital account ending balance at Sep. 30, 2015	$ 33,810	$ 179	$ 125,449	$ 1,793	$ (93,491)	$ (120)

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	ORGANIZATION AND BASIS OF PRESENTATION USD Partners LP and its consolidated subsidiaries, collectively referred to herein as we, us, our, the Partnership and USDP, is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group LLC, or USD, to acquire, develop and operate energy-related rail terminals and other high-quality and complementary midstream infrastructure assets and businesses. We generate substantially all of our operating cash flow by providing terminalling services such as loading various grades of crude oil into railcars and transloading ethanol from railcars, as well as related logistics services. Our terminalling services are primarily provided under multi-year, take-or-pay contracts. We also provide customers access to railcars, as well as railcar-specific services related to the transportation of crude oil, ethanol and other liquid hydrocarbons, through the management of a railcar fleet that is committed to customers under long-term, take-or-pay contracts. We do not take ownership of the products that we handle nor do we receive any payments from our customers based on the value of such products. Since we do not own nor engage in the trading of any of the products that we handle, we have limited direct exposure to risks associated with fluctuating commodity prices, although these risks indirectly influence our activities and results of operations over the long-term. Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, they contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary to present fairly our financial position as of September 30, 2015 , our results of operations for the three and nine months ended September 30, 2015 and 2014 , and our cash flows for the nine months ended September 30, 2015 and 2014 . We derived our consolidated balance sheet as of December 31, 2014 , from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . Our results of operations for the three and nine months ended September 30, 2015 and 2014 , should not be taken as indicative of the results to be expected for the full year due to fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . Foreign Currency Translation 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 the period. Amounts translated from foreign currencies into our U.S. dollar reporting currency can vary between periods due to fluctuations in the exchange rates between the foreign currency and the U.S. dollar. We denote amounts denominated in Canadian dollars that are disclosed within these consolidated financial statements with "C$" immediately prior to the stated amount. Change in Reporting Entity Prior to the completion of our initial public offering, or IPO, on October 15, 2014, our financial position, results of operations and cash flows consisted of the Predecessor, which represented a combined reporting entity. Subsequent to the IPO, our financial position, results of operations and cash flows consist of consolidated USDP activities and balances. The assets and liabilities in our consolidated financial statements have been reflected on a historical cost basis as, prior to the IPO, all of the assets and liabilities presented were wholly-owned by USD Group LLC, or USDG, a wholly-owned subsidiary of USD and its affiliates, and were transferred within the USDG consolidated group. Initial Public Offering On October 15, 2014, we completed the initial public offering of 9,120,000 of our common units, currently representing a 42.8% limited partner interest in us, for proceeds of approximately $145 million after underwriting discounts, commissions and structuring fees. USDG retained a significant ownership interest in us through its current ownership of an aggregate 54.3% limited partner interest and its ownership of our general partner, USD Partners GP LLC, which owns all of our general partner units and all of our incentive distribution rights, or IDRs. Our common units began trading on October 9, 2014, on the New York Stock Exchange, or NYSE, under the ticker symbol USDP. Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. Subsequent to filing our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, we determined that the "Note receivable — related party" balance in the amount of $2.3 million at June 30 and March 31, 2015, and $2.5 million at December 31, 2014, was incorrectly presented in our consolidated balance sheets and in the consolidated statements of partners’ capital. Prior to the consummation of our IPO, the "Note receivable — related party" balance, representing C$2.9 million , was distributed to USDG by our Predecessor, thereby reducing the initial equity allocated to USDG as owner of all our subordinated units and a portion of our common units and the initial equity allocated to USD Partners GP LLC as owner of the general partner units. Our correction of this item resulted in the revision to the balances presented in our consolidated balance sheets and our consolidated statements of partners’ capital as of December 31, 2014, as follows: As reported As corrected December 31, 2014 Adjustment December 31, 2014 (in thousands) Note receivable — related party $ 2,472 $ (2,472 ) $ — Total current assets $ 63,936 $ (2,472 ) $ 61,464 Total assets $ 153,652 $ (2,472 ) $ 151,180 Partners' capital Common units $ 128,097 $ (232 ) $ 127,865 Subordinated units $ (87,978 ) $ (2,236 ) $ (90,214 ) General partner units $ 103 $ (91 ) $ 12 Accumulated other comprehensive income (loss) $ (105 ) $ 87 $ (18 ) Total partners' capital $ 40,667 $ (2,472 ) $ 38,195 Total liabilities and partners' capital $ 153,652 $ (2,472 ) $ 151,180 We have concluded that this adjustment is immaterial to all prior consolidated financial statements. This error did not affect our cash flows, net income or earnings per unit for any periods. We have corrected these items as presented in these consolidated financial statements as of September 30, 2015 and December 31, 2014.

RESTRICTED CASH

RESTRICTED CASH	9 Months Ended
	Sep. 30, 2015
Cash and Cash Equivalents [Abstract]
RESTRICTED CASH	RESTRICTED CASH We include in restricted cash on our consolidated balance sheets amounts representing a cash account for which the use of funds is restricted by a facilities connection agreement among us and Gibson Energy Partnership, or Gibson, that we entered into during 2014 in connection with the development of our Hardisty rail terminal. The collaborative arrangement is further discussed in Note 9. Collaborative Arrangement . As of September 30, 2015 and December 31, 2014 , we had restricted cash balances of $5.3 million and $6.5 million , respectively, for undistributed amounts retained in our joint revenue collection bank account.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	9 Months Ended
	Sep. 30, 2015
Receivables [Abstract]
ACCOUNTS RECEIVABLE	ACCOUNTS RECEIVABLE Accounts receivable are derived from amounts we have billed to 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 when significantly past due and we have deemed the amounts uncollectible. We had an allowance for doubtful accounts of approximately $21 thousand and $24 thousand at September 30, 2015 and December 31, 2014 , respectively. We did not incur any bad debt expense for the three and nine months ended September 30, 2015 . During the three and nine months ended September 30, 2014 , we recognized $1.0 million and $2.1 million , respectively, in bad debt expense. Our bad debt expense for the three and nine months ended September 30, 2014 , includes $0.8 million and $1.5 million , respectively, resulting from unrecovered reimbursable freight costs related to the initial delivery of railcars in support of our Hardisty rail terminal and are included in "Selling, general and administrative" expense within continuing operations. The remaining $0.2 million and $0.6 million , respectively, are included in "Loss from discontinued operations" in the consolidated statements of operations.

NET INCOME PER LIMITED PARTNER

NET INCOME PER LIMITED PARTNER INTEREST	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
NET INCOME PER LIMITED PARTNER INTEREST	NET INCOME PER LIMITED PARTNER INTEREST We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income, including any incentive distribution rights, or IDRs, 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 also allocate any earnings in excess of distributions to our limited partners, our general partner and holder of the IDRs utilizing the distribution formula for available cash specified in our partnership agreement. We allocate any distributions in excess of earnings for the period to our limited partners and general partner based on their respective proportionate ownership interests in us, after taking into account distributions to be paid with respect to the IDRs, as set forth in our partnership agreement. 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% Over Third Target Distribution In excess of $0.431250 50% 50% (1) Assumes our general partner maintains a 2% general partner interest in us. We determined basic and diluted net income (loss) per limited partner unit as set forth in the following tables: Three Months Ended September 30, 2015 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 3,030 $ 3,112 $ 56 $ 127 $ 6,325 Less: Distributable earnings (2) 3,033 3,107 55 127 6,322 Excess net income (distributions) $ (3 ) $ 5 $ 1 $ — $ 3 Weighted average units outstanding (3) 10,214 10,464 185 427 21,290 Distributable earnings per unit (4) $ 0.30 $ 0.30 $ 0.30 Overdistributed earnings per unit (5) — — — Net income per limited partner unit (basic and diluted) $ 0.30 $ 0.30 $ 0.30 (1) Represents earnings allocated to each class of units based on the percentage ownership in the Partnership. Calculation of the percentage ownership for net income per limited partner unit uses the actual units outstanding. (2) Represents the distributions payable for the period based upon the quarterly distribution amount of $0.2925 per unit, or $1.17 per unit on an annualized basis. Amounts presented for each class of unit include a proportionate amount of the $95 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding during the period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Three Months Ended September 30, 2014 Common Units Subordinated Units Class A General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests (1) $ (126 ) $ (1,209 ) $ — $ (27 ) $ (1,362 ) Less: Income from discontinued operations attributable to general and limited partner interests (1) (16 ) (163 ) — (4 ) (183 ) Loss from continuing operations attributable to general and limited partner interests (1) (110 ) (1,046 ) — (23 ) (1,179 ) Less: Distributable earnings (2) 314 3,008 — 68 3,390 Distributions in excess of earnings $ (424 ) $ (4,054 ) $ — $ (91 ) $ (4,569 ) Weighted average units outstanding (3) 1,094 10,464 — 427 Distributable earnings per unit (4) $ 0.28 $ 0.28 $ — Overdistributed earnings per unit (5) (0.39 ) (0.39 ) — Net loss per limited partner unit from continuing operations (basic and diluted) (0.11 ) (0.11 ) — Net loss per limited partner unit from discontinued operations (basic and diluted) (0.01 ) (0.01 ) — Net loss per limited partner unit (basic and diluted) $ (0.12 ) $ (0.12 ) $ — (1) Represents earnings (loss) allocated to each class of units on a retrospective basis using the percentage ownership in the Partnership as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the three months ended September 30, 2014 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the three months ended September 30, 2014 . (2) Represents the distributions that would have been payable for the quarter assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period. (3) Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Nine Months Ended September 30, 2015 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 5,280 $ 5,421 $ 96 $ 221 $ 11,018 Less: Distributable earnings (2) 9,040 9,262 164 378 18,844 Distributions in excess of earnings $ (3,760 ) $ (3,841 ) $ (68 ) $ (157 ) $ (7,826 ) Weighted average units outstanding (3) 10,214 10,464 206 427 21,311 Distributable earnings per unit (4) $ 0.89 $ 0.89 $ 0.80 Overdistributed earnings per unit (5) (0.37 ) (0.37 ) (0.33 ) Net income per limited partner unit (basic and diluted) $ 0.52 $ 0.52 $ 0.47 (1) Represents earnings allocated to each class of units based on the percentage ownership in the Partnership. Calculation of the percentage ownership for net income per limited partner unit uses the actual units outstanding. (2) Represents the distributions paid of $0.2875 per unit with respect to the three months ended March 31, 2015, $0.29 per unit with respect to the three months ended June 30, 2015, and $0.2925 per unit payable for the three months ended September 30, 2015 , representing a year-to-date distribution amount of $0.87 per unit. Amounts presented for each class of unit include a proportionate amount of the $322 thousand attributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding during the period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Nine Months Ended September 30, 2014 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests (1) $ (613 ) $ (5,857 ) $ — $ (131 ) $ (6,601 ) Less: Income from discontinued operations attributable to general and limited partner interests (1) (14 ) (135 ) — (3 ) (152 ) Loss from continuing operations attributable to general and limited partner interests (1) (599 ) (5,722 ) — (128 ) (6,449 ) Less: Distributable earnings (2) 943 9,025 — 203 10,171 Distributions in excess of earnings $ (1,542 ) $ (14,747 ) $ — $ (331 ) $ (16,620 ) Weighted average units outstanding (3) 1,094 10,464 — 427 Distributable earnings per unit (4) $ 0.86 $ 0.86 $ — Overdistributed earnings per unit (5) (1.41 ) (1.41 ) — Net loss per limited partner unit from continuing operations (basic and diluted) (0.55 ) (0.55 ) — Net loss per limited partner unit from discontinued operations (basic and diluted) (0.01 ) (0.01 ) — Net loss per limited partner unit (basic and diluted) $ (0.56 ) $ (0.56 ) $ — (1) Represents earnings (loss) allocated to each class of units on a retrospective basis using the percentage ownership in the Partnership as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the nine months ended September 30, 2014 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the nine months ended September 30, 2014 . (2) Represents the total distributions that would have been payable for the nine months ended September 30, 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 three 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 period. (3) Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Our property and equipment consist of the following as of the dates indicated: September 30, 2015 December 31, 2014 Estimated Useful Lives (Years) (in thousands) Land $ 2,843 $ 3,279 N/A Trackage and facilities 70,565 78,938 20 Equipment 5,200 5,611 5-10 Furniture 44 51 5 Total property and equipment 78,652 87,879 Accumulated depreciation (7,125 ) (4,326 ) Construction in progress 538 506 Property and equipment, net $ 72,065 $ 84,059 The cost of property and equipment classified as “Construction in progress” is excluded from costs being depreciated. These amounts represent property that is not yet ready to be placed into productive service as of the respective consolidated balance sheet date.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
DEBT	DEBT Credit Agreement In connection with our IPO, we entered into a five year, $300.0 million senior secured credit agreement, the Credit Agreement, comprised of a $200.0 million revolving credit facility, the Revolving Credit Facility, and a $100.0 million term loan, the Term Loan Facility, (borrowed in Canadian dollars) with Citibank, N.A., as administrative agent, and a syndicate of lenders. The Credit Agreement is a five year committed facility that matures October 15, 2019, unless amended or extended. Our Revolving Credit Facility and issuances of letters of credit are available for working capital, capital expenditures, permitted acquisitions and general partnership purposes, including distributions. As we repay the Term Loan Facility, the U.S. dollar equivalent amounts are automatically added to to the availability under our Revolving Credit Facility, ultimately increasing the availability to $300.0 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 by an aggregate amount of up to $100.0 million to a total facility size of $400.0 million , subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. The Revolving Credit Facility includes an aggregate $20.0 million sublimit for standby letters of credit and a $20.0 million sublimit for swingline loans. Obligations under the Revolving Credit Facility are guaranteed by our restricted subsidiaries and are secured by a first priority lien on our assets and those of our restricted subsidiaries, other than certain excluded assets. The Term Loan Facility is guaranteed by USDG. The guaranty by USDG includes a covenant that USDG maintain a target net worth (without taking into account its interests in us (either directly or indirectly)), which is greater than the outstanding amount of the term loan and if such covenant is breached and not cured within a certain amount of time, the interest rate on the term loan increases by an additional 1.0% . The Term Loan Facility is not subject to any scheduled amortization. Mandatory prepayments of the term loan are required from certain non-ordinary course asset sales subject to customary exceptions and reinvestment rights. Loans under the Credit Agreement accrue interest at a per annum rate by reference, at our election, to the London Interbank Offered Rate, or LIBOR, the Canadian Dealer Offered Rate, or CDOR, a base rate, or Canadian prime rate, in each case, plus an applicable margin. Our borrowings under the Revolving Credit Facility bear interest at either a base rate or 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 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 3.15% at September 30, 2015 , and 3.87% at December 31, 2014 . Our Credit Agreement contains affirmative and negative covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, engage in business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements or enter into transactions with affiliates on terms that are not arm’s length, in each case, subject to exceptions. Additionally, we are required to maintain certain financial ratios. As of September 30, 2015 , we were in compliance with the covenants set forth in our Credit Agreement. The capacity available to us under the terms of our Credit Agreement was determined as follows: September 30, 2015 December 31, 2014 (in millions) Aggregate borrowing capacity under Credit Agreement $ 300.0 $ 300.0 Less: Term Loan Facility amounts outstanding 48.9 81.4 Revolving Credit Facility amounts outstanding 18.0 — Letters of credit outstanding — — Available under Credit Agreement $ 233.1 $ 218.6 In November 2008, the Predecessor, through USDG, became party to a credit agreement with the Bank of Oklahoma, the BOK Credit Agreement, which provided a revolving credit facility with a borrowing capacity of $150.0 million . The BOK Credit Agreement was guaranteed by all USDG subsidiaries, including us. The outstanding balance under the BOK Credit Agreement was $30.0 million at December 31, 2013, which expanded to $97.8 million after borrowing approximately $67.8 million in April 2014 for costs associated with constructing the Hardisty rail terminal. We repaid the entire outstanding balance on October 15, 2014, with proceeds we received from our IPO. We incurred interest expense under the terms of the BOK Credit Agreement at LIBOR plus a margin based on USDG’s leverage ratio, as defined in the BOK Credit Agreement. In addition, a fee of 0.50% was charged on the unused portion of the BOK Credit Agreement. Interest expense associated with our continuing operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Interest expense on the BOK Credit Agreement $ — $ 1,305 $ — $ 2,632 Interest expense on the Credit Agreement 771 — 2,439 — Amortization of deferred financing costs 152 220 471 877 Total interest expense $ 923 $ 1,525 $ 2,910 $ 3,509

DEFERRED REVENUE

DEFERRED REVENUE	9 Months Ended
	Sep. 30, 2015
Deferred Revenue Disclosure [Abstract]
DEFERRED REVENUE	DEFERRED REVENUE Our deferred revenue includes amounts we have received in cash from customers as payment for their minimum monthly commitment fees under take-or-pay contracts, where such payments exceed the charges implied by the customer's actual throughput based on contractual rates set forth in our agreements. We grant our customers a credit for periods up to six months, which may be used to offset fees on throughput in excess of their minimum monthly commitments in future periods, to the extent capacity is available for the excess volume. We refer to these credits as make-up rights. We defer revenue associated with make-up rights until the earlier of when the throughput is utilized, the make-up rights expire, or when it is determined that the likelihood that the customer will utilize the make-up right is remote. A majority of our deferred revenue derived from the make-up rights provisions of our terminalling services agreements is 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, including deferred revenue — related party, may vary from period to period due to changes in the exchange rate between the U.S. dollar and the Canadian dollar. During the three and nine months ended September 30, 2015 , we deferred approximately $11.7 million and $37.4 million , respectively, associated with the minimum monthly commitment fees we received as payment from our customers and recognized revenue of $11.8 million and $25.7 million , respectively, of previously deferred amounts collected in prior periods. During the three and nine months ended September 30, 2014 , we deferred approximately $1.8 million and $1.8 million , respectively, associated with the minimum monthly commitment fees we received as payment from our customers, and we did no t recognize any amounts associated with the make-up rights provisions of our terminalling services agreements. Our deferred revenues also include amounts collected in advance from customers of our Fleet services segment, which will be recognized as revenue when earned pursuant to the terms of our contractual arrangements. We have likewise prepaid the rent on our railcar leases that are associated with these deferred revenues, which we will recognize as expense concurrently with our recognition of the associated revenue. The following table provides a detail of deferred revenue, excluding deferred revenue associated with related parties, as reflected in our consolidated balance sheets: September 30, 2015 December 31, 2014 (in thousands) Customer prepayments $ 3,114 $ 3,505 Minimum monthly commitment fees 21,647 12,035 Total deferred revenue, current portion $ 24,761 $ 15,540 Customer prepayments $ 2,430 $ 3,656 Total deferred revenue, net of current portion $ 2,430 $ 3,656

TRANSACTIONS WITH RELATED PARTI

TRANSACTIONS WITH RELATED PARTIES	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
TRANSACTIONS WITH RELATED PARTIES	TRANSACTIONS WITH RELATED PARTIES Nature of Relationship with Related Parties USD is engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and other energy-related midstream infrastructure across North America, and is the sole owner of USDG and the ultimate parent of our general partner. USD is owned by Energy Capital Partners, Goldman Sachs and certain members of its management. USDG is the sole owner of our general partner. Prior to our IPO, USDG held a 98.0% limited partner interest in us and currently retains an aggregate 54.3% limited partner interest. USDG also provides us with general and administrative support services necessary for the operation and management of our business. USD Partners GP LLC, our general partner both before and after the IPO, currently holds a 2.0% general partner interest in us and all of our incentive distribution rights. Pursuant to our partnership agreement, our general partner is responsible for our overall governance and operations. Initial Public Offering Transactions In connection with our IPO, we entered into agreements regarding the vesting of assets in and the assumption of liabilities by us and our subsidiaries, as well as the application of the proceeds from the IPO. We also completed other transactions in connection with the closing of our IPO pursuant to which USDG conveyed to us its ownership interests in each of its subsidiaries that own or operate the Hardisty, San Antonio and West Colton rail terminals and the railcar business. In exchange for these ownership interests, we: (1) issued to USDG 1,093,545 of our common units and all 10,463,545 of our subordinated units, currently representing an aggregate 54.3% limited partner interest, (2) assumed $30.0 million of borrowings under the BOK Credit Agreement and (3) distributed $100.0 million to USDG. Additionally, we issued to our general partner 427,083 general partner units, currently representing a 2.0% general partner interest in us, as well as all of our incentive distribution rights. We have entered into various agreements as discussed below with our general partner, USDG and its affiliates on terms that we consider to be no less favorable to us or our subsidiaries than those that could have been negotiated with unaffiliated parties for similar services. Omnibus Agreement At the closing of our IPO, we entered into an omnibus agreement with USD and USDG, and certain of their subsidiaries including our general partner that provide for the following matters: • our payment of an annual amount to USDG, initially totaling approximately $4.9 million , for providing certain general and administrative services by USDG and its affiliates, which includes a fixed annual fee of $2.5 million for providing executive management services by officers of our general partner. Other portions of this annual amount are based on the costs actually incurred by USDG and its affiliates for providing the services; • our right of first offer to acquire the Hardisty Phase II and Hardisty Phase III projects, as well as other midstream infrastructure assets and businesses that USD and USDG may construct or acquire in the future; • our obligation to reimburse USDG for any out-of-pocket costs and expenses incurred by USDG in providing general and administrative services (which reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement), as well as any other out-of-pocket expenses incurred by USDG on our behalf; • an indemnity by USDG for certain environmental and other liabilities, and our obligation to indemnify USDG and its subsidiaries for events and conditions associated with the operation of our assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent USDG is not required to indemnify us; and • so long as USDG controls our general partner, the omnibus agreement will remain in full force and effect. If USDG ceases to control our general partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. Payment of Annual Fee and Reimbursement of Expenses We pay USDG, in equal monthly installments, the annual amount USDG estimates will be payable by us during that calendar year for providing services for our benefit. The omnibus agreement provides that this amount may be adjusted annually to reflect, among other things, changes in the scope of the general and administrative services provided to us due to a contribution, acquisition or disposition of assets by us or our subsidiaries or for changes in any law, rule or regulation applicable to us affecting the cost of providing the general and administrative services. We will also reimburse USDG for any out-of-pocket costs and expenses incurred on our behalf by USDG in providing general and administrative services to us. This reimbursement will be in addition to our reimbursement of our general partner and its affiliates for certain costs and expenses incurred on our behalf for managing and controlling our business and operations as required by our partnership agreement. The total amounts charged to us under the omnibus agreement for the three and nine months ended September 30, 2015 , were $1.1 million and $3.4 million , respectively, and are recorded in "Selling, general and administrative — related party" in our consolidated statement of operations. Assignment of costs During the first quarter of 2015, USDG assumed the obligation to pay a portion of the freight costs associated with the movement of empty railcars related to a customer contract initially entered into in June 2013, prior to 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. As of September 30, 2015 , we had a receivable balance of $0 in respect of these costs recorded as “Accounts receivable — related party.” Variable Interest Entities We have entered into purchase, assignment and assumption agreements to assign payment and performance obligations for certain operating lease agreements with lessors and customer fleet service payments related to these operating leases with LRT Logistics Funding LLC, USD Fleet Funding LLC, USD Fleet Funding Canada Inc., and USD Logistics Funding Canada Inc., which are unconsolidated entities in which we have a variable interest, collectively referred to as the VIEs. The managing member of the VIEs is majority-owned by related parties. We are not the primary beneficiary of the VIEs, as we do not have power to direct the activities that most significantly affect the economic performance of the VIEs, nor do we have the power to remove the managing member under the terms of the VIE's limited liability company agreements. Accordingly, we do not consolidate the results of the VIEs in our consolidated financial statements. The following table summarizes the total assets and liabilities between us and the VIEs as reflected in our consolidated balance sheets, as well as our maximum exposure to losses in which we have a variable interest, but are not the primary beneficiary. Generally, our maximum exposure to losses is limited to amounts receivable for services we provided, reduced by any unearned deferred revenues. September 30, 2015 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable — related party $ 242 $ — $ — Deferred revenue, current portion — related party — 1,295 — Deferred revenue, net of current portion — related party — 1,861 — $ 242 $ 3,156 $ — December 31, 2014 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable — related party $ 134 $ — $ — Deferred revenue, current portion — related party — 591 — Deferred revenue, net of current portion — related party — 1,931 — $ 134 $ 2,522 $ — Related party sales to the VIEs were $0.5 million and $0.4 million during the three months ended September 30, 2015 and 2014 , respectively and $1.5 million and $1.1 million during the nine months ended September 30, 2015 and 2014 , respectively. These sales are recorded in "Fleet services — related party" in the accompanying consolidated statements of operations. Related Party Revenue and Deferred Revenue We have agreements with J. Aron & Company, or J. Aron, a wholly owned subsidiary of The Goldman Sachs Group, Inc., or GS, as well as USD Marketing LLC, or USD Marketing, a wholly-owned subsidiary of USDG, to provide terminalling and fleet services, which include reimbursement for certain out-of-pocket expenses, related to the Hardisty rail terminal operations. GS ceased to be a principal shareholder of USD in October 2014, and as a result, in 2015, J. Aron is no longer considered to be a related party. The terms and conditions of these agreements are similar to the terms and conditions of our agreements with unrelated parties at the Hardisty rail terminal. J. Aron has previously 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: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Terminalling services — related party $ — $ 1,314 $ — $ 1,314 Freight and other reimbursables — related party — 207 — 426 Total $ — $ 1,521 $ — $ 1,740 No outstanding balance was due from J. Aron as of December 31, 2014 . The following table presents our related party sales to USD Marketing for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Terminalling services — related party $ 1,735 $ — $ 3,538 $ — Fleet leases — related party 1,013 — 3,234 — Fleet services — related party 214 — 686 — Freight and other reimbursables — related party 33 — 95 — Total $ 2,995 $ — $ 7,553 $ — We received payments totaling $ 5.3 million from USD Marketing during the nine months ended September 30, 2015 , in connection with their minimum monthly volume commitments at our Hardisty rail terminal. As of September 30, 2015 , and December 31, 2014 , the balances recorded as "Deferred revenue, current portion — related party" in our consolidated balance sheets related to USD Marketing were $3.9 million and $2.6 million , respectively. We did no t receive similar payments during the nine months ended September 30, 2014 . Cost Allocations Prior to our IPO, USDG allocated overhead costs to us for general and administrative services, including insurance, professional fees, facilities, information services, human resources and other support provided to us. Where costs incurred on our behalf could not be determined by specific identification, the costs were primarily allocated evenly across the number of operating subsidiaries or allocated based on budgeted volumes or projected revenues. We believe these allocations are a reasonable reflection of the utilization of services provided. However, the allocations may not fully reflect the expenses that would have been incurred had we been a stand-alone company during the periods presented. Following our IPO, we are charged these costs as set forth in the omnibus agreement as previously discussed. The total amount charged to us for overhead cost allocations for the three and nine months ended September 30, 2014 , which is recorded in "Selling, general and administrative — related party" in the consolidated statements of operations, was $1.2 million and $3.0 million , respectively. Cash Distributions During the nine months ended September 30, 2015 , we paid the following aggregate cash distributions to USDG as a holder of our common units and all of our subordinated units and to USD Partners GP LLC for their general partner interest. Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) January 29, 2015 February 9, 2015 February 13, 2015 $ 2,817 $ 102 April 28, 2015 May 11, 2015 May 15, 2015 3,322 125 July 30, 2015 August 10, 2015 August 14, 2015 3,352 124 $ 9,491 $ 351

COLLABORATIVE ARRANGEMENTS

COLLABORATIVE ARRANGEMENTS	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
COLLABORATIVE ARRANGEMENTS	COLLABORATIVE ARRANGEMENT We entered into a facilities connection agreement in 2014 with Gibson under which Gibson developed, constructed and operates a pipeline and related facilities which connect their storage terminal to our Hardisty rail terminal. Gibson’s storage terminal is the exclusive means by which our Hardisty rail terminal receives crude oil. Subject to certain limited exceptions regarding manifest train facilities, this pipeline to our Hardisty rail terminal is the exclusive means by which crude oil from the Gibson storage terminal may be transported by rail. We remit pipeline fees to Gibson for the transportation of crude oil to the Hardisty rail terminal based on a predetermined formula. For the three months ended September 30, 2015 and 2014 , we recorded $5.3 million and $1.7 million , respectively, as "Pipeline fees" in our consolidated statements of operations, and for the nine months ended September 30, 2015 and 2014 , we recorded $11.7 million and $1.7 million , respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. We do not believe that we are currently a party to any litigation that will have a material impact on our financial position, results of operations or cash flows. In connection with the railcar services we provide, we regularly incur cleanup and repair costs for railcars upon our return of these railcars to the lessors. We typically pass such costs through to our customers pursuant to the lease agreements we have with them. In 2014, a legacy customer, related to a terminal sold by USD prior to our IPO, returned to us over 160 railcars that the lessors claim require additional cleaning and repair costs from alleged corrosion. We are currently in discussions with the lessors and our customers regarding the validity of these additional costs. We believe that our customer will ultimately be responsible for any costs associated with these returns, and USD has agreed to indemnify us to the extent that we are unable to recover any such costs from our customer.

SEGMENT REPORTING

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2015
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING We manage our business in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges fees to load various grades of crude oil into railcars and transload ethanol from railcars, including related logistics services. Our terminalling services are primarily provided under multi-year, take-or-pay contracts. The Fleet services segment provides customers with access to railcars, as well as railcar-specific services associated with the transportation of crude oil, ethanol and other liquid hydrocarbons, under long-term, take-or-pay contracts. Corporate activities are not considered a reportable segment, but are included to present corporate and financing transactions which are not allocated to the established reporting segments. Our segments offer different services and are managed accordingly. Our chief operating decision maker, or CODM, regularly reviews financial information about both segments in order to allocate resources and evaluate performance. Our CODM assesses segment performance based on Segment Adjusted EBITDA, which we define as net income before depreciation and amortization, interest and other income, interest and other expense, unrealized gains and losses associated with derivative instruments, foreign currency transaction gains and losses, income taxes, non-cash expense related to our equity compensation programs, discontinued operations, adjustments related to deferred revenue associated with minimum monthly commitment fees and other items which management does not believe reflect the underlying performance of our business. The following tables summarize our reportable segment data for continuing operations: Three Months Ended September 30, 2015 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 15,973 $ — $ — $ 15,973 Terminalling services — related party 1,735 — — 1,735 Railroad incentives 18 — — 18 Fleet leases — 2,036 — 2,036 Fleet leases — related party — 1,013 — 1,013 Fleet services — 156 — 156 Fleet services — related party — 681 — 681 Freight and other reimbursables — 152 — 152 Freight and other reimbursables — related party — 33 — 33 Total revenue 17,726 4,071 — 21,797 Operating costs Subcontracted rail services 1,535 — — 1,535 Pipeline fees 5,256 — — 5,256 Fleet leases — 3,049 — 3,049 Freight and other reimbursables — 185 — 185 Selling, general and administrative 1,402 297 1,967 3,666 Depreciation 1,055 — — 1,055 Total operating costs 9,248 3,531 1,967 14,746 Operating income (loss) 8,478 540 (1,967 ) 7,051 Interest expense 466 — 457 923 Gain associated with derivative instruments (2,341 ) — — (2,341 ) Foreign currency transaction loss (gain) (17 ) 19 — 2 Provision for income taxes 1,931 211 — 2,142 Income (loss) from continuing operations $ 8,439 $ 310 $ (2,424 ) $ 6,325 Capital expenditures $ 691 $ — $ — $ 691 Three Months Ended September 30, 2014 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 7,873 $ — $ — $ 7,873 Terminalling services — related party 1,314 — — 1,314 Railroad incentives 577 — — 577 Fleet leases — 2,189 — 2,189 Fleet leases — related party — — — — Fleet services — 337 — 337 Fleet services — related party — 366 — 366 Freight and other reimbursables — 123 — 123 Freight and other reimbursables — related party — 207 — 207 Total revenue 9,764 3,222 — 12,986 Operating costs Subcontracted rail services 2,486 — — 2,486 Pipeline fees 1,660 — — 1,660 Fleet leases — 2,189 — 2,189 Freight and other reimbursables — 330 — 330 Selling, general and administrative 1,694 1,221 300 3,215 Depreciation 1,083 — — 1,083 Total operating costs 6,923 3,740 300 10,963 Operating income (loss) 2,841 (518 ) (300 ) 2,023 Interest expense 1,525 — — 1,525 Gain associated with derivative instruments (1,375 ) — — (1,375 ) Foreign currency transaction loss (gain) 2,996 (5 ) — 2,991 Provision for income taxes 7 54 — 61 Loss from continuing operations $ (312 ) $ (567 ) $ (300 ) $ (1,179 ) Capital expenditures $ 2,792 $ — $ — $ 2,792 Nine Months Ended September 30, 2015 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 38,639 $ — $ — $ 38,639 Terminalling services — related party 3,538 — — 3,538 Railroad incentives 45 — — 45 Fleet leases — 5,820 — 5,820 Fleet leases — related party — 3,234 — 3,234 Fleet services — 467 — 467 Fleet services — related party — 2,223 — 2,223 Freight and other reimbursables — 1,639 — 1,639 Freight and other reimbursables — related party — 95 — 95 Total revenue 42,222 13,478 — 55,700 Operating costs Subcontracted rail services 5,984 — — 5,984 Pipeline fees 11,659 — — 11,659 Fleet leases — 9,054 — 9,054 Freight and other reimbursables — 1,734 — 1,734 Selling, general and administrative 3,944 761 5,697 10,402 Depreciation 3,244 — — 3,244 Total operating costs 24,831 11,549 5,697 42,077 Operating income (loss) 17,391 1,929 (5,697 ) 13,623 Interest expense 1,640 — 1,270 2,910 Gain associated with derivative instruments (4,072 ) — — (4,072 ) Foreign currency transaction loss (gain) 37 (8 ) (410 ) (381 ) Provision for income taxes 3,911 236 1 4,148 Income (loss) from continuing operations $ 15,875 $ 1,701 $ (6,558 ) $ 11,018 Capital expenditures $ 1,424 $ — $ — $ 1,424 Nine Months Ended September 30, 2014 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 11,321 $ — $ — $ 11,321 Terminalling services - related party 1,314 — — 1,314 Railroad incentives 577 — — 577 Fleet leases — 6,785 — 6,785 Fleet leases - related party — — — — Fleet services — 575 — 575 Fleet services — related party — 1,084 — 1,084 Freight and other reimbursables — 1,825 — 1,825 Freight and other reimbursables — related party — 426 — 426 Total revenue 13,212 10,695 — 23,907 Operating costs Subcontracted rail services 4,595 — — 4,595 Pipeline fees 1,660 — — 1,660 Fleet leases — 6,785 — 6,785 Freight and other reimbursables — 2,251 — 2,251 Selling, general and administrative 3,649 2,278 1,101 7,028 Depreciation 1,337 — — 1,337 Total operating costs 11,241 11,314 1,101 23,656 Operating income (loss) 1,971 (619 ) (1,101 ) 251 Interest expense 3,509 — — 3,509 Gain associated with derivative instruments (573 ) — — (573 ) Foreign currency transaction loss (gain) 3,684 (5 ) — 3,679 Provision for income taxes 29 56 — 85 Loss from continuing operations $ (4,678 ) $ (670 ) $ (1,101 ) $ (6,449 ) Capital expenditures $ 33,119 $ — $ — $ 33,119 The following tables summarize total assets of our reportable segments from continuing operations: September 30, 2015 December 31, 2014 (in thousands) Terminalling services $ 90,812 $ 102,621 Fleet services 11,198 7,692 Corporate 39,395 40,867 Total assets $ 141,405 $ 151,180 Segment Adjusted EBITDA The following table provides a reconciliation of Segment Adjusted EBITDA to income (loss) from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Adjusted EBITDA Terminalling services $ 10,387 $ 5,272 $ 31,547 $ 4,656 Fleet services 540 347 1,929 856 Corporate activities (1,200 ) (300 ) (3,529 ) (1,101 ) Total Adjusted EBITDA 9,727 5,319 29,947 4,411 Add (deduct): Interest expense (923 ) (1,525 ) (2,910 ) (3,509 ) Depreciation (1,055 ) (1,083 ) (3,244 ) (1,337 ) Provision for income taxes (2,142 ) (61 ) (4,148 ) (85 ) Gain associated with derivative instruments 2,341 1,375 4,072 573 Settlement of derivative contracts (1) (1,207 ) — (2,885 ) — Unit based compensation expense (767 ) — (2,168 ) — Foreign currency transaction gain (loss) (2) (2 ) (2,991 ) 381 (3,679 ) Unrecovered reimbursable freight costs (3) — (865 ) — (1,475 ) Deferred revenue associated with minimum monthly commitment fees (4) 353 (1,348 ) (8,027 ) (1,348 ) Income (loss) from continuing operations $ 6,325 $ (1,179 ) $ 11,018 $ (6,449 ) (1) The amounts presented represent the gross proceeds received at the time the derivative contracts were settled and do not consider the amounts paid in connection with the initial purchase of the derivative contracts. We purchased the derivative contracts for $108 thousand and $281 thousand with respect to the contracts settled in the three and nine months ended September 30, 2015 , respectively. (2) Represents the impact of exchange rate fluctuations on U.S. dollar denominated transactions incurred by our Canadian subsidiaries, primarily related to our Hardisty rail terminal operations. (3) Represents costs incurred associated with unrecovered reimbursable freight costs related to the initial delivery of railcars in support of the Hardisty rail terminal. (4) Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to the customers. Amounts presented are net of: (a) the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) approximately $11.8 million and $25.7 million of previously deferred revenue generated in prior periods for the three and nine months ended September 30, 2015 , respectively; and (c) approximately $3.9 million and $8.1 million of previously prepaid Gibson pipeline fees for the three and nine months ended September 30, 2015 , respectively. Refer to additional discussion of these items in Notes 7 and 9 of our consolidated financial statements.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES U.S. federal and state income taxes We are treated as a partnership for federal and most state income tax purposes, with each partner being separately taxed on their share of our taxable income. One of our subsidiaries, USD Rail LP, has elected to be classified as an entity taxable as a corporation for U.S. federal income tax purposes. We are subject to state franchise taxes in some states, which are treated as income taxes under the applicable accounting guidance. Our U.S. federal income tax expense represents our estimated annual effective income tax rates of 34% and 0% for the nine months ended September 30, 2015 and 2014 , respectively, as applied to the pretax book income of USD Rail LP. Canadian federal and provincial income taxes Our Canadian operations are conducted through entities that are subject to Canadian federal and provincial income taxes. The Canadian federal income tax on business income is currently 15% . In June 2015, the Canadian province of Alberta enacted a tax rate increase, effective July 1, 2015, which raised income tax rates on Alberta businesses from a previous rate of 10% to 11% for 2015 and 12% beginning January 1, 2016. As a result, we recognized income tax liabilities and expenses in our consolidated financial statements based upon these recently enacted income tax rates. Our current income tax expense related to income from our Canadian operations was computed using the combined federal and provincial income tax rate of 26% applicable to taxable income for 2015. We computed our deferred income tax expense, which are the result of temporary differences that are expected to reverse in the future, at the combined federal and provincial income tax rate of 27% applicable in 2016 and thereafter. Our Canadian income tax expense represents our estimated annual effective tax rates of 26% and 0% for the nine months ended September 30, 2015 and 2014 , respectively, as applied to the pretax book income of our Canadian operations. Combined effective income tax rate As a result of the multiple domestic and foreign tax jurisdictions to which we are subject, we estimate our annual effective income tax rate on a consolidated basis for fiscal year 2015 to be approximately 26% . Components of our income tax expense are presented below: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Current income tax expense State income taxes $ 90 $ 61 $ 133 $ 85 U.S. federal income taxes 133 — 133 — Canadian federal and provincial income taxes 1,960 — 3,045 — Total current income tax expense 2,183 61 3,311 85 Deferred income tax expense Canadian federal and provincial income taxes (41 ) — 837 — Total deferred income tax expense (41 ) — 837 — Total income tax expense $ 2,142 $ 61 $ 4,148 $ 85 The reconciliation between income tax expense based on the U.S. statutory income tax rate and our effective income tax expense is presented below: Three Months Ended Nine Months Ended September 30, 2015 (in thousands) Income tax expense at the U.S. statutory rate of 34% $ 2,878 $ 5,156 Income attributable to partnership not subject to income tax (40 ) 380 Foreign income tax rate differential (548 ) (1,215 ) Other 107 89 State income taxes 90 133 Change in valuation allowance (345 ) (395 ) Total income tax expense $ 2,142 $ 4,148 Our deferred income taxes reflect the income tax effect of differences between the carrying amounts of our assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Major components of deferred income tax assets and liabilities associated with our continuing operations are as follows: September 30, 2015 December 31, 2014 (in thousands) Deferred income tax assets Deferred revenues $ 1,497 $ 1,939 Capital and operating loss carryovers 443 1,496 Valuation allowance (996 ) (1,391 ) 944 2,044 Deferred income tax liabilities Prepaid expense 915 1,098 Property and equipment 813 946 1,728 2,044 Net deferred income tax liability $ 784 $ — During the nine months ended September 30, 2015 , we utilized all of the $0.7 million of U.S. loss carryover available as of December 31, 2014 . The Canadian loss carryover was approximately $4.6 million and $8.5 million as of September 30, 2015 , and December 31, 2014 , respectively, and will begin expiring in 2033. The Canadian loss carryover includes operating losses generated by USD Rail Canada ULC, which is treated as a disregarded entity for U.S. federal income tax purposes and as a corporation for Canadian federal and provincial income tax purposes. Due to the dual nature of USD Rail Canada ULC as it relates to taxation of its income, the Canadian operating loss carryover does not give rise to a deferred income tax asset as the U.S. income tax benefit from the operating loss carryover has been fully utilized. We have not recognized a benefit for remaining losses associated with our U.S. and Canadian operations, as we currently consider it to be more likely than not that the benefit from the loss carryover will not be realized. The income tax returns filed by USD for the periods from January 1, 2009, through December 31, 2014, are subject to examination by the taxing authorities. The results of such examinations may impact us as the results of any findings could be passed down to us. Income tax returns for our Canadian operations filed for the period ended December 31, 2014, are subject to examination by the taxing authorities. At September 30, 2015 , and December 31, 2014 , neither we nor our Canadian operations were under examination. We did not have any unrecognized income tax benefits or any income tax reserves for uncertain tax positions as of September 30, 2015 , and December 31, 2014 .

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
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 our credit facilities as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and, with respect to our credit facilities, the frequent re-pricing of the underlying obligations. The fair value of our historical accounts receivable with affiliates and payables with affiliates cannot be determined due to the related party nature of these items.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	DERIVATIVE FINANCIAL INSTRUMENTS Our net income and cash flows are subject to volatility caused by changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates, particularly with respect to the U.S. dollar and the Canadian dollar. At September 30, 2015 , and December 31, 2014 , we did not employ any derivative financial instruments to manage our exposure to fluctuations in interest rates, although we may use derivative financial instruments, including swaps, options and other financial instruments with similar characteristics to manage this exposure in the future. A majority of the cash flows we produce are derived from our Hardisty rail terminal operations in the Canadian province of Alberta. 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. In order to manage our exposure to fluctuations in foreign currency exchange rates and the related risks to our distributions to unitholders, we use derivative financial instruments to partially mitigate this exposure. We currently use foreign currency collar derivative contracts, representing written call options and purchased put options, to reduce the risks associated with the effects of foreign currency exposures related to our Canadian subsidiaries which have cash flows denominated in Canadian dollars. We employ these derivative contracts to mitigate the foreign currency transaction gains or losses to the extent practical. Economically, the collars limit our exposure such that the exchange rate effectively lies between the floor and the ceiling rates set forth in the derivative contacts. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecast transaction and are not entered into for speculative purposes. Derivative Positions Our derivative financial instruments are included in the consolidated balance sheets at their fair values as follows: September 30, 2015 December 31, 2014 (in thousands) Other current assets $ 3,295 $ 1,660 Other non-current assets 719 — Total $ 4,014 $ 1,660 In June 2015, we entered into four separate collar arrangements with an aggregate notional value of C $32.0 million on the date executed, which use put and call options to limit the amount of loss or gain that we will receive upon converting the notional value to U.S. dollars. One of the collar arrangements is scheduled to settle at the end of each fiscal quarter during 2016 with a notional value ranging between C$7.9 million and C$8.1 million . These derivative contracts were executed to secure cash flows totaling C $32.0 million at an exchange rate range where a Canadian dollar is exchanged for an amount between 0.84 and 0.86 U.S. dollars. In May 2014, we entered into collar arrangements with a notional value of C $37.2 million on the date executed, which, similar to the derivative contracts discussed above, use put and call options to limit the amount of loss or gain that we will receive upon converting the notional value to U.S. dollars. One of the collar arrangements is scheduled to settle at the end of each fiscal quarter through December 31, 2015. The notional value of the remaining contracts scheduled to settle on December 31, 2015 is C$7.5 million . These derivative contracts were originally executed to secure cash flows totaling C $37.2 million at an exchange rate range where a Canadian dollar is exchanged for an amount between 0.91 and 0.93 U.S. dollars. We have not designated our derivative financial instruments as hedges of our foreign currency rate exposures. Therefore, we record these contracts at fair value in our consolidated balance sheets with changes in fair value recorded as "Gain associated with derivative instruments" in our consolidated statements of operations. The gains or losses associated with changes in the fair value of our foreign currency derivative contracts do not affect our cash flows until the underlying contract is settled by making or receiving a payment to or from the counterparty. In connection with our derivative activities, we recognized the following amounts during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Gain associated with derivative instruments $ (2,341 ) $ (1,375 ) $ (4,072 ) $ (573 ) We determine the fair value of our derivative financial instruments using third party pricing information that is derived from observable market inputs, which we classify as level 2 with respect to the fair value hierarchy. The following table presents summarized information about the fair values of our outstanding foreign currency contracts: Fair Value Notional (C$) Strike Price (1) Market Price (1) September 30, 2015 December 31, 2014 (in thousands) Portion of option contracts maturing in 2015 Puts (purchased) $ 7,492,100 0.9100 0.7512 $ 1,183 $ 1,729 Calls (written) $ 7,492,100 0.9300 0.7512 $ — $ (69 ) Portion of option contracts maturing in 2016 Puts (purchased) $ 32,011,290 0.8400 0.7512 $ 2,879 $ — Calls (written) $ 32,011,290 0.8600 0.7512 $ (48 ) $ — Total $ 4,014 $ 1,660 (1) Strike and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars. We record the fair market value of our derivative financial instruments in our consolidated balance sheets as current and long-term assets or liabilities on a net basis by counterparty. The terms of the International Swaps and Derivatives Association, or ISDA, Master Agreement, which governs our financial contracts and include master netting agreements, allow the parties to our derivative contracts to elect net settlement in respect of all transactions under the agreements. The effect of the rights of offset are presented in the table below. September 30, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 3,295 $ 719 $ (36 ) $ (12 ) $ 4,062 Effects of netting arrangements — — 36 12 (48 ) Fair value of derivatives — net presentation $ 3,295 $ 719 $ — $ — $ 4,014 December 31, 2014 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 1,660 $ — $ (69 ) $ — $ 1,729 Effects of netting arrangements — — 69 — (69 ) Fair value of derivatives — net presentation $ 1,660 $ — $ — $ — $ 1,660

UNIT BASED COMPENSATION

UNIT BASED COMPENSATION	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
UNIT BASED COMPENSATION	UNIT BASED COMPENSATION Class A units As of September 30, 2015 , we had 185,000 non-voting Class A units outstanding which were granted to certain executive officers and other key employees in connection with our IPO. None of the Class A units are vested as of September 30, 2015 . We have not modified any of the key assumptions underlying our estimate of fair value of the Class A units. We recognized approximately $463 thousand and $1,301 thousand , respectively, as compensation expense for the three and nine months ended September 30, 2015 , related to the Class A units granted, which cost is included in “Selling, general and administrative” in our consolidated statements of operations. Each recipient of a Class A unit is entitled to nonforfeitable cash distributions equal to the product of the number of Class A units outstanding for the participant and the cash distribution per unit paid to our common unitholders. These distributions are included in “Distributions” as presented in our consolidated statements of cash flows and our consolidated statement of partners’ capital. However, distributions paid on Class A units that have been forfeited are reclassified to unit based compensation expense when it is determined that the Class A units are not expected to vest. For the three and nine months ended September 30, 2015 , we recognized compensation expense in the amount of $0 and $19 thousand for distributions paid on Class A units that are not expected to vest. Long-term Incentive Plan On February 16, 2015, the board of directors of our general partner, acting in its capacity as the general partner of USDP approved the grant of 415,608 phantom unit awards, or Phantom Units, in the aggregate to directors and employees of our general partner and its affiliates under the USD Partners LP 2014 Long-Term Incentive Plan, which we refer to as the LTIP. The Phantom Units are subject to all of the terms and conditions of the LTIP and the Phantom Unit award agreements, which are referred to as the Award Agreements. Phantom Unit awards generally represent rights to receive our common units, or with respect to the awards granted to our Canadian directors and employees, cash equal to the fair value of our common units upon vesting. The Award Agreements set forth the terms of grants of Phantom Units to participants under the LTIP. Each Phantom Unit granted under the Award Agreement includes an accompanying distribution equivalent right, or DER, which entitles the grantee to receive payments at a per unit rate equal in amount to the per unit rate for any distributions we make with respect to our common units underlying the Phantom Units. The Award Agreements granted to employees of our general partner generally contemplate that the individual grants of Phantom Units will vest in four equal annual installments based on the grantee’s continued employment through the vesting dates specified in the Award Agreements, subject to acceleration upon the grantee’s death or disability, or involuntary termination in connection with a change in control of the Partnership or our general partner. Awards to independent directors of the board of our general partner typically vest over a one year period following the grant date. Award amounts for a significant majority of the grants were generally determined by reference to a specified dollar amount determined based on an allocation formula which included a percentage multiplier of the grantee's base salary, among other factors, converted to a number of units based on the initial public offering price of $17.00 per common unit. The fair value of each Phantom Unit on the grant date is equal to the market price of our common units on the grant date. We account for the Phantom Unit grants to independent directors and employees of our general partner domiciled in Canada that are paid out in cash upon vesting, throughout the requisite vesting period, by revaluing the unvested Phantom Units outstanding at the end of each reporting period and recording a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of operations and recognizing a liability in "Accounts payable and accrued expenses" in our consolidated balance sheets. With respect to the Phantom Units granted to employees of our general partner domiciled in the United States, we amortize the initial grant date fair value over the requisite service period using the straight line method with a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of operations, with an offset to common units within the Partners' Capital section of our consolidated balance sheet. With respect to the Phantom Units granted to consultants and independent directors of our general partner domiciled in the United States, throughout the requisite vesting period we revalue the unvested Phantom Units outstanding at the end of each reporting period and record a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of operations, with an offset to common units within the Partners' Capital section of our consolidated balance sheet. For the three and nine months ended September 30, 2015 , we recognized approximately $304 thousand and $867 thousand , respectively, of compensation expense associated with outstanding Phantom Units. As of September 30, 2015 , the unrecognized compensation expense related to Phantom Units was $4.0 million , which we expect to recognize over a weighted average period of 3.3 years . We made payments to holders of the Phantom Units pursuant to the DERs we granted to them under the Award Agreements as follows: Three Months Ended Nine Months Ended September 30, 2015 (in thousands) Equity-classified Phantom Units (1) $ 107 $ 219 Liability-classified Phantom Units 8 16 Total $ 115 $ 235 (1) For the three and nine months ended September 30, 2015 , we reclassified $0 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	9 Months Ended
	Sep. 30, 2015
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental cash flow information: Nine Months Ended September 30, 2015 2014 (in thousands) Cash paid for income taxes $ 2,352 $ 86 Cash paid for interest $ 2,787 $ 2,396

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	DISCONTINUED OPERATIONS Continuing Cash Flows from Discontinued Operations On December 12, 2012, USDG sold all of its membership interests in five of its subsidiaries included in our Terminalling services segment to a large energy transportation, terminalling and pipeline company, which we refer to as the Acquirer. In conjunction with this sale, we ceased the operations of another subsidiary, USD Services LLC, or USDS, which primarily provided loading and unloading services to the Acquirer, pursuant to a service agreement. Effective at the closing date of this sale, USDS assigned or terminated any obligations it had in relation to its operations but continued to receive indirect cash flows. We have not participated in any revenue producing activities with respect to USDS, and the cash flows terminated upon the expiration of the assigned service agreement on February 15, 2015. The following table shows the results from our Discontinued Operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Revenues and other income $ — $ — $ — $ 452 Bad debt expense — 183 — 603 Loss before provision for income taxes — (183 ) — (151 ) Provision for income taxes — — — 1 Net loss $ — $ (183 ) $ — $ (152 ) During the nine months ended September 30, 2014 , we received approximately $29.5 million that was held in escrow related to the sale.

RECENT ACCOUNITING PRONOUNCEMEN

RECENT ACCOUNITING PRONOUNCEMENTS NOT YET ADOPTED	9 Months Ended
	Sep. 30, 2015
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNITING PRONOUNCEMENTS NOT YET ADOPTED	RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED EPU Calculations for MLPs In April 2015, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update No. 2015-06, which amends the FASB Accounting Standards Codification section 260 as it relates to the application of the two-class method of computing earnings per share by master limited partnerships. The guidance specifically requires that earnings or losses of a transferred business prior to the date of a dropdown transaction be allocated entirely to the general partner in computing earnings per unit and provide qualitative disclosures about how the rights to the earnings or losses before and after the dropdown differ for purposes of computing earnings per unit. This pronouncement is effective for fiscal years beginning after December 15, 2015, and should be applied retrospectively for all financial statements presented, with early adoption permitted. We do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Interest — Imputation of Interest In April 2015, the FASB issued Accounting Standards Update No. 2015-03, which simplifies the presentation of debt issuance costs. Under the new standard, debt issuance costs will be presented as a reduction of the carrying amount of the related indebtedness, rather than as an asset. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. Applicable disclosures for a change in accounting principle are required in the year of adoption. We do not expect that our adoption of this pronouncement will have a material impact on our consolidated financial statements. However, the total assets and total liabilities presented in our consolidated balance sheets will be reduced by the amounts we have recorded as deferred financing costs at the time of adoption. Consolidation In February 2015, the FASB issued Accounting Standards Update No. 2015-02, which changes the consolidation analysis for all reporting entities, but primarily affects the consolidation of limited partnerships and their equivalents. All reporting entities that hold a variable interest in other legal entities will be required to reassess their consolidation conclusions and potentially revise their disclosures. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, that this pronouncement will have on our consolidated financial statements. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In July 2015, the FASB delayed the effective date of the new revenue standard by one year. This accounting update is effective for annual and interim periods beginning on or after December 15, 2017 and may be applied on either a full or modified retrospective basis. We are currently evaluating which transition approach we will apply and the impact that this pronouncement will have on our consolidated financial statements.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Agreement to Acquire Casper Terminalling Business On October 12, 2015 , we entered into a Membership Interest Purchase Agreement with Casper Crude to Rail Holdings, LLC for the purchase of all of the issued and outstanding membership interests of Casper Crude to Rail, LLC, or the Casper terminal, for total consideration of $225.0 million subject to adjustments for working capital. The Casper terminal, located in Casper, Wyoming, primarily consists of a unit train-capable crude oil loading rail terminal with approximately 100,000 barrels per day of capacity, six customer-dedicated storage tanks with a total of 900,000 barrels of on-site storage capacity and a six -mile long, 24 -inch diameter pipeline with a direct connection from the Express crude oil pipeline. The Casper terminal is supported by take-or-pay agreements with primarily investment grade customers and a weighted-average remaining contract life of approximately three years. The parties’ obligations under the Membership Interest Purchase Agreement are subject to the satisfaction of specified conditions. We expect to finance the purchase price with approximately $35.0 million of cash on hand, approximately $178.0 million of Credit Facility borrowings, which includes approximately $5 million for working capital and expenses, and the issuance of 1,733,582 of our unregistered common units directly to certain sellers of the Casper terminal. Credit Facility Expansion In November 2015, we amended our Credit Agreement to increase our borrowing capacity from $300 million to $400 million , while all other terms and conditions of the existing Credit Agreement remained unchanged. We also reset our ability to request an additional $100.0 million of incremental Revolving Credit Facility commitments, subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. Distribution to Partners On October 29, 2015 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a cash distribution payable of $0.2925 per unit, or $1.17 per unit on an annualized basis, for the three months ended September 30, 2015 . The distribution will be paid on November 13, 2015 , to unitholders of record at the close of business on November 9, 2015 . The distribution will include payment of $2.7 million to our public common unitholders, $54 thousand to the Class A unitholders, an aggregate of $3.4 million to USDG as the holders of our common units and our subordinated units and $125 thousand to USD Partners GP LLC for its general partner interest.

ORGANIZATION AND BASIS OF PRE28

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, they contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary to present fairly our financial position as of September 30, 2015 , our results of operations for the three and nine months ended September 30, 2015 and 2014 , and our cash flows for the nine months ended September 30, 2015 and 2014 . We derived our consolidated balance sheet as of December 31, 2014 , from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 . Our results of operations for the three and nine months ended September 30, 2015 and 2014 , should not be taken as indicative of the results to be expected for the full year due to fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 .
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 rail terminal. The collaborative arrangement is further discussed in Note 9. Collaborative Arrangement .
Accounts Receivable	CCOUNTS RECEIVABLE Accounts receivable are derived from amounts we have billed to 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 when significantly past due and we have deemed the amounts uncollectible
New Accounting Pronouncements	RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED EPU Calculations for MLPs In April 2015, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update No. 2015-06, which amends the FASB Accounting Standards Codification section 260 as it relates to the application of the two-class method of computing earnings per share by master limited partnerships. The guidance specifically requires that earnings or losses of a transferred business prior to the date of a dropdown transaction be allocated entirely to the general partner in computing earnings per unit and provide qualitative disclosures about how the rights to the earnings or losses before and after the dropdown differ for purposes of computing earnings per unit. This pronouncement is effective for fiscal years beginning after December 15, 2015, and should be applied retrospectively for all financial statements presented, with early adoption permitted. We do not expect our adoption of this standard to have a material impact on our consolidated financial statements. Interest — Imputation of Interest In April 2015, the FASB issued Accounting Standards Update No. 2015-03, which simplifies the presentation of debt issuance costs. Under the new standard, debt issuance costs will be presented as a reduction of the carrying amount of the related indebtedness, rather than as an asset. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. Applicable disclosures for a change in accounting principle are required in the year of adoption. We do not expect that our adoption of this pronouncement will have a material impact on our consolidated financial statements. However, the total assets and total liabilities presented in our consolidated balance sheets will be reduced by the amounts we have recorded as deferred financing costs at the time of adoption. Consolidation In February 2015, the FASB issued Accounting Standards Update No. 2015-02, which changes the consolidation analysis for all reporting entities, but primarily affects the consolidation of limited partnerships and their equivalents. All reporting entities that hold a variable interest in other legal entities will be required to reassess their consolidation conclusions and potentially revise their disclosures. This pronouncement is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, that this pronouncement will have on our consolidated financial statements. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In July 2015, the FASB delayed the effective date of the new revenue standard by one year. This accounting update is effective for annual and interim periods beginning on or after December 15, 2017 and may be applied on either a full or modified retrospective basis. We are currently evaluating which transition approach we will apply and the impact that this pronouncement will have on our consolidated financial statements.

ORGANIZATION AND BASIS OF PRE29

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Balance Sheet Correction	Our correction of this item resulted in the revision to the balances presented in our consolidated balance sheets and our consolidated statements of partners’ capital as of December 31, 2014, as follows: As reported As corrected December 31, 2014 Adjustment December 31, 2014 (in thousands) Note receivable — related party $ 2,472 $ (2,472 ) $ — Total current assets $ 63,936 $ (2,472 ) $ 61,464 Total assets $ 153,652 $ (2,472 ) $ 151,180 Partners' capital Common units $ 128,097 $ (232 ) $ 127,865 Subordinated units $ (87,978 ) $ (2,236 ) $ (90,214 ) General partner units $ 103 $ (91 ) $ 12 Accumulated other comprehensive income (loss) $ (105 ) $ 87 $ (18 ) Total partners' capital $ 40,667 $ (2,472 ) $ 38,195 Total liabilities and partners' capital $ 153,652 $ (2,472 ) $ 151,180

NET INCOME PER LIMITED PARTNE30

NET INCOME PER LIMITED PARTNER INTEREST (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Schedule of Distribution Method to Limited and General Partners	Distribution Targets Portion of Quarterly Distribution Per Unit Percentage Distributed to Limited Partners Percentage Distributed to General Partner (including IDRs) (1) Minimum Quarterly Distribution Up to $0.2875 98% 2% First Target Distribution > $0.2875 to $0.330625 98% 2% Second Target Distribution > $0.330625 to $0.359375 85% 15% Third Target Distribution > $0.359375 to $0.431250 75% 25% Over Third Target Distribution In excess of $0.431250 50% 50% (1) Assumes our general partner maintains a 2% general partner interest in us.
Schedule of Earnings Per Share, Basic and Diluted	We determined basic and diluted net income (loss) per limited partner unit as set forth in the following tables: Three Months Ended September 30, 2015 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 3,030 $ 3,112 $ 56 $ 127 $ 6,325 Less: Distributable earnings (2) 3,033 3,107 55 127 6,322 Excess net income (distributions) $ (3 ) $ 5 $ 1 $ — $ 3 Weighted average units outstanding (3) 10,214 10,464 185 427 21,290 Distributable earnings per unit (4) $ 0.30 $ 0.30 $ 0.30 Overdistributed earnings per unit (5) — — — Net income per limited partner unit (basic and diluted) $ 0.30 $ 0.30 $ 0.30 (1) Represents earnings allocated to each class of units based on the percentage ownership in the Partnership. Calculation of the percentage ownership for net income per limited partner unit uses the actual units outstanding. (2) Represents the distributions payable for the period based upon the quarterly distribution amount of $0.2925 per unit, or $1.17 per unit on an annualized basis. Amounts presented for each class of unit include a proportionate amount of the $95 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding during the period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Three Months Ended September 30, 2014 Common Units Subordinated Units Class A General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests (1) $ (126 ) $ (1,209 ) $ — $ (27 ) $ (1,362 ) Less: Income from discontinued operations attributable to general and limited partner interests (1) (16 ) (163 ) — (4 ) (183 ) Loss from continuing operations attributable to general and limited partner interests (1) (110 ) (1,046 ) — (23 ) (1,179 ) Less: Distributable earnings (2) 314 3,008 — 68 3,390 Distributions in excess of earnings $ (424 ) $ (4,054 ) $ — $ (91 ) $ (4,569 ) Weighted average units outstanding (3) 1,094 10,464 — 427 Distributable earnings per unit (4) $ 0.28 $ 0.28 $ — Overdistributed earnings per unit (5) (0.39 ) (0.39 ) — Net loss per limited partner unit from continuing operations (basic and diluted) (0.11 ) (0.11 ) — Net loss per limited partner unit from discontinued operations (basic and diluted) (0.01 ) (0.01 ) — Net loss per limited partner unit (basic and diluted) $ (0.12 ) $ (0.12 ) $ — (1) Represents earnings (loss) allocated to each class of units on a retrospective basis using the percentage ownership in the Partnership as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the three months ended September 30, 2014 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the three months ended September 30, 2014 . (2) Represents the distributions that would have been payable for the quarter assuming the minimum quarterly distribution amount of $0.2875 per unit, or $1.15 per unit on an annualized basis, was distributed on a retrospective basis as if the units issued to our general partner and USDG were outstanding the entire period. (3) Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Nine Months Ended September 30, 2015 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 5,280 $ 5,421 $ 96 $ 221 $ 11,018 Less: Distributable earnings (2) 9,040 9,262 164 378 18,844 Distributions in excess of earnings $ (3,760 ) $ (3,841 ) $ (68 ) $ (157 ) $ (7,826 ) Weighted average units outstanding (3) 10,214 10,464 206 427 21,311 Distributable earnings per unit (4) $ 0.89 $ 0.89 $ 0.80 Overdistributed earnings per unit (5) (0.37 ) (0.37 ) (0.33 ) Net income per limited partner unit (basic and diluted) $ 0.52 $ 0.52 $ 0.47 (1) Represents earnings allocated to each class of units based on the percentage ownership in the Partnership. Calculation of the percentage ownership for net income per limited partner unit uses the actual units outstanding. (2) Represents the distributions paid of $0.2875 per unit with respect to the three months ended March 31, 2015, $0.29 per unit with respect to the three months ended June 30, 2015, and $0.2925 per unit payable for the three months ended September 30, 2015 , representing a year-to-date distribution amount of $0.87 per unit. Amounts presented for each class of unit include a proportionate amount of the $322 thousand attributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding during the period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Nine Months Ended September 30, 2014 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests (1) $ (613 ) $ (5,857 ) $ — $ (131 ) $ (6,601 ) Less: Income from discontinued operations attributable to general and limited partner interests (1) (14 ) (135 ) — (3 ) (152 ) Loss from continuing operations attributable to general and limited partner interests (1) (599 ) (5,722 ) — (128 ) (6,449 ) Less: Distributable earnings (2) 943 9,025 — 203 10,171 Distributions in excess of earnings $ (1,542 ) $ (14,747 ) $ — $ (331 ) $ (16,620 ) Weighted average units outstanding (3) 1,094 10,464 — 427 Distributable earnings per unit (4) $ 0.86 $ 0.86 $ — Overdistributed earnings per unit (5) (1.41 ) (1.41 ) — Net loss per limited partner unit from continuing operations (basic and diluted) (0.55 ) (0.55 ) — Net loss per limited partner unit from discontinued operations (basic and diluted) (0.01 ) (0.01 ) — Net loss per limited partner unit (basic and diluted) $ (0.56 ) $ (0.56 ) $ — (1) Represents earnings (loss) allocated to each class of units on a retrospective basis using the percentage ownership in the Partnership as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the nine months ended September 30, 2014 and common units issued to the public and Class A units issued to certain members of management were not outstanding during the nine months ended September 30, 2014 . (2) Represents the total distributions that would have been payable for the nine months ended September 30, 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 three 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 period. (3) Represents the weighted average units outstanding computed on a retrospective basis as if the units issued to our general partner and USDG in connection with the IPO were outstanding for the entire period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period.

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Our property and equipment consist of the following as of the dates indicated: September 30, 2015 December 31, 2014 Estimated Useful Lives (Years) (in thousands) Land $ 2,843 $ 3,279 N/A Trackage and facilities 70,565 78,938 20 Equipment 5,200 5,611 5-10 Furniture 44 51 5 Total property and equipment 78,652 87,879 Accumulated depreciation (7,125 ) (4,326 ) Construction in progress 538 506 Property and equipment, net $ 72,065 $ 84,059

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Schedule of Line of Credit Facilities	The capacity available to us under the terms of our Credit Agreement was determined as follows: September 30, 2015 December 31, 2014 (in millions) Aggregate borrowing capacity under Credit Agreement $ 300.0 $ 300.0 Less: Term Loan Facility amounts outstanding 48.9 81.4 Revolving Credit Facility amounts outstanding 18.0 — Letters of credit outstanding — — Available under Credit Agreement $ 233.1 $ 218.6
Schedule of Interest Expense, Net	Interest expense associated with our continuing operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Interest expense on the BOK Credit Agreement $ — $ 1,305 $ — $ 2,632 Interest expense on the Credit Agreement 771 — 2,439 — Amortization of deferred financing costs 152 220 471 877 Total interest expense $ 923 $ 1,525 $ 2,910 $ 3,509

DEFERRED REVENUE (Tables)

DEFERRED REVENUE (Tables)	9 Months Ended
	Sep. 30, 2015
Deferred Revenue Disclosure [Abstract]
Summary of Deferred Revenue, Current Portion	The following table provides a detail of deferred revenue, excluding deferred revenue associated with related parties, as reflected in our consolidated balance sheets: September 30, 2015 December 31, 2014 (in thousands) Customer prepayments $ 3,114 $ 3,505 Minimum monthly commitment fees 21,647 12,035 Total deferred revenue, current portion $ 24,761 $ 15,540 Customer prepayments $ 2,430 $ 3,656 Total deferred revenue, net of current portion $ 2,430 $ 3,656

TRANSACTIONS WITH RELATED PAR34

TRANSACTIONS WITH RELATED PARTIES (Tables)	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Schedule of Variable Interest Entities	The following table summarizes the total assets and liabilities between us and the VIEs as reflected in our consolidated balance sheets, as well as our maximum exposure to losses in which we have a variable interest, but are not the primary beneficiary. Generally, our maximum exposure to losses is limited to amounts receivable for services we provided, reduced by any unearned deferred revenues. September 30, 2015 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable — related party $ 242 $ — $ — Deferred revenue, current portion — related party — 1,295 — Deferred revenue, net of current portion — related party — 1,861 — $ 242 $ 3,156 $ — December 31, 2014 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable — related party $ 134 $ — $ — Deferred revenue, current portion — related party — 591 — Deferred revenue, net of current portion — related party — 1,931 — $ 134 $ 2,522 $ —
Schedule of Deferred Revenue, Current Portion - Related Party	The following table presents our related party sales to USD Marketing for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Terminalling services — related party $ 1,735 $ — $ 3,538 $ — Fleet leases — related party 1,013 — 3,234 — Fleet services — related party 214 — 686 — Freight and other reimbursables — related party 33 — 95 — Total $ 2,995 $ — $ 7,553 $ —
Distributions Made to General and Limited Partner, by Distribution	During the nine months ended September 30, 2015 , we paid the following aggregate cash distributions to USDG as a holder of our common units and all of our subordinated units and to USD Partners GP LLC for their general partner interest. Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) January 29, 2015 February 9, 2015 February 13, 2015 $ 2,817 $ 102 April 28, 2015 May 11, 2015 May 15, 2015 3,322 125 July 30, 2015 August 10, 2015 August 14, 2015 3,352 124 $ 9,491 $ 351

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2015
Segment Reporting [Abstract]
Summary of Reportable Segment Data for Continuing Operations	The following tables summarize our reportable segment data for continuing operations: Three Months Ended September 30, 2015 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 15,973 $ — $ — $ 15,973 Terminalling services — related party 1,735 — — 1,735 Railroad incentives 18 — — 18 Fleet leases — 2,036 — 2,036 Fleet leases — related party — 1,013 — 1,013 Fleet services — 156 — 156 Fleet services — related party — 681 — 681 Freight and other reimbursables — 152 — 152 Freight and other reimbursables — related party — 33 — 33 Total revenue 17,726 4,071 — 21,797 Operating costs Subcontracted rail services 1,535 — — 1,535 Pipeline fees 5,256 — — 5,256 Fleet leases — 3,049 — 3,049 Freight and other reimbursables — 185 — 185 Selling, general and administrative 1,402 297 1,967 3,666 Depreciation 1,055 — — 1,055 Total operating costs 9,248 3,531 1,967 14,746 Operating income (loss) 8,478 540 (1,967 ) 7,051 Interest expense 466 — 457 923 Gain associated with derivative instruments (2,341 ) — — (2,341 ) Foreign currency transaction loss (gain) (17 ) 19 — 2 Provision for income taxes 1,931 211 — 2,142 Income (loss) from continuing operations $ 8,439 $ 310 $ (2,424 ) $ 6,325 Capital expenditures $ 691 $ — $ — $ 691 Three Months Ended September 30, 2014 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 7,873 $ — $ — $ 7,873 Terminalling services — related party 1,314 — — 1,314 Railroad incentives 577 — — 577 Fleet leases — 2,189 — 2,189 Fleet leases — related party — — — — Fleet services — 337 — 337 Fleet services — related party — 366 — 366 Freight and other reimbursables — 123 — 123 Freight and other reimbursables — related party — 207 — 207 Total revenue 9,764 3,222 — 12,986 Operating costs Subcontracted rail services 2,486 — — 2,486 Pipeline fees 1,660 — — 1,660 Fleet leases — 2,189 — 2,189 Freight and other reimbursables — 330 — 330 Selling, general and administrative 1,694 1,221 300 3,215 Depreciation 1,083 — — 1,083 Total operating costs 6,923 3,740 300 10,963 Operating income (loss) 2,841 (518 ) (300 ) 2,023 Interest expense 1,525 — — 1,525 Gain associated with derivative instruments (1,375 ) — — (1,375 ) Foreign currency transaction loss (gain) 2,996 (5 ) — 2,991 Provision for income taxes 7 54 — 61 Loss from continuing operations $ (312 ) $ (567 ) $ (300 ) $ (1,179 ) Capital expenditures $ 2,792 $ — $ — $ 2,792 Nine Months Ended September 30, 2015 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 38,639 $ — $ — $ 38,639 Terminalling services — related party 3,538 — — 3,538 Railroad incentives 45 — — 45 Fleet leases — 5,820 — 5,820 Fleet leases — related party — 3,234 — 3,234 Fleet services — 467 — 467 Fleet services — related party — 2,223 — 2,223 Freight and other reimbursables — 1,639 — 1,639 Freight and other reimbursables — related party — 95 — 95 Total revenue 42,222 13,478 — 55,700 Operating costs Subcontracted rail services 5,984 — — 5,984 Pipeline fees 11,659 — — 11,659 Fleet leases — 9,054 — 9,054 Freight and other reimbursables — 1,734 — 1,734 Selling, general and administrative 3,944 761 5,697 10,402 Depreciation 3,244 — — 3,244 Total operating costs 24,831 11,549 5,697 42,077 Operating income (loss) 17,391 1,929 (5,697 ) 13,623 Interest expense 1,640 — 1,270 2,910 Gain associated with derivative instruments (4,072 ) — — (4,072 ) Foreign currency transaction loss (gain) 37 (8 ) (410 ) (381 ) Provision for income taxes 3,911 236 1 4,148 Income (loss) from continuing operations $ 15,875 $ 1,701 $ (6,558 ) $ 11,018 Capital expenditures $ 1,424 $ — $ — $ 1,424 Nine Months Ended September 30, 2014 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 11,321 $ — $ — $ 11,321 Terminalling services - related party 1,314 — — 1,314 Railroad incentives 577 — — 577 Fleet leases — 6,785 — 6,785 Fleet leases - related party — — — — Fleet services — 575 — 575 Fleet services — related party — 1,084 — 1,084 Freight and other reimbursables — 1,825 — 1,825 Freight and other reimbursables — related party — 426 — 426 Total revenue 13,212 10,695 — 23,907 Operating costs Subcontracted rail services 4,595 — — 4,595 Pipeline fees 1,660 — — 1,660 Fleet leases — 6,785 — 6,785 Freight and other reimbursables — 2,251 — 2,251 Selling, general and administrative 3,649 2,278 1,101 7,028 Depreciation 1,337 — — 1,337 Total operating costs 11,241 11,314 1,101 23,656 Operating income (loss) 1,971 (619 ) (1,101 ) 251 Interest expense 3,509 — — 3,509 Gain associated with derivative instruments (573 ) — — (573 ) Foreign currency transaction loss (gain) 3,684 (5 ) — 3,679 Provision for income taxes 29 56 — 85 Loss from continuing operations $ (4,678 ) $ (670 ) $ (1,101 ) $ (6,449 ) Capital expenditures $ 33,119 $ — $ — $ 33,119
Summary of Total Assets by Segment from Continuing Operations	The following tables summarize total assets of our reportable segments from continuing operations: September 30, 2015 December 31, 2014 (in thousands) Terminalling services $ 90,812 $ 102,621 Fleet services 11,198 7,692 Corporate 39,395 40,867 Total assets $ 141,405 $ 151,180
Reconciliation of Adjusted EBITDA to Loss from Continuing Operations	Segment Adjusted EBITDA The following table provides a reconciliation of Segment Adjusted EBITDA to income (loss) from continuing operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Adjusted EBITDA Terminalling services $ 10,387 $ 5,272 $ 31,547 $ 4,656 Fleet services 540 347 1,929 856 Corporate activities (1,200 ) (300 ) (3,529 ) (1,101 ) Total Adjusted EBITDA 9,727 5,319 29,947 4,411 Add (deduct): Interest expense (923 ) (1,525 ) (2,910 ) (3,509 ) Depreciation (1,055 ) (1,083 ) (3,244 ) (1,337 ) Provision for income taxes (2,142 ) (61 ) (4,148 ) (85 ) Gain associated with derivative instruments 2,341 1,375 4,072 573 Settlement of derivative contracts (1) (1,207 ) — (2,885 ) — Unit based compensation expense (767 ) — (2,168 ) — Foreign currency transaction gain (loss) (2) (2 ) (2,991 ) 381 (3,679 ) Unrecovered reimbursable freight costs (3) — (865 ) — (1,475 ) Deferred revenue associated with minimum monthly commitment fees (4) 353 (1,348 ) (8,027 ) (1,348 ) Income (loss) from continuing operations $ 6,325 $ (1,179 ) $ 11,018 $ (6,449 ) (1) The amounts presented represent the gross proceeds received at the time the derivative contracts were settled and do not consider the amounts paid in connection with the initial purchase of the derivative contracts. We purchased the derivative contracts for $108 thousand and $281 thousand with respect to the contracts settled in the three and nine months ended September 30, 2015 , respectively. (2) Represents the impact of exchange rate fluctuations on U.S. dollar denominated transactions incurred by our Canadian subsidiaries, primarily related to our Hardisty rail terminal operations. (3) Represents costs incurred associated with unrecovered reimbursable freight costs related to the initial delivery of railcars in support of the Hardisty rail terminal. (4) Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to the customers. Amounts presented are net of: (a) the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) approximately $11.8 million and $25.7 million of previously deferred revenue generated in prior periods for the three and nine months ended September 30, 2015 , respectively; and (c) approximately $3.9 million and $8.1 million of previously prepaid Gibson pipeline fees for the three and nine months ended September 30, 2015 , respectively. Refer to additional discussion of these items in Notes 7 and 9 of our consolidated financial statements.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	Components of our income tax expense are presented below: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Current income tax expense State income taxes $ 90 $ 61 $ 133 $ 85 U.S. federal income taxes 133 — 133 — Canadian federal and provincial income taxes 1,960 — 3,045 — Total current income tax expense 2,183 61 3,311 85 Deferred income tax expense Canadian federal and provincial income taxes (41 ) — 837 — Total deferred income tax expense (41 ) — 837 — Total income tax expense $ 2,142 $ 61 $ 4,148 $ 85
Schedule of Effective Income Tax Rate Reconciliation	The reconciliation between income tax expense based on the U.S. statutory income tax rate and our effective income tax expense is presented below: Three Months Ended Nine Months Ended September 30, 2015 (in thousands) Income tax expense at the U.S. statutory rate of 34% $ 2,878 $ 5,156 Income attributable to partnership not subject to income tax (40 ) 380 Foreign income tax rate differential (548 ) (1,215 ) Other 107 89 State income taxes 90 133 Change in valuation allowance (345 ) (395 ) Total income tax expense $ 2,142 $ 4,148
Schedule of Deferred Tax Assets and Liabilities	Major components of deferred income tax assets and liabilities associated with our continuing operations are as follows: September 30, 2015 December 31, 2014 (in thousands) Deferred income tax assets Deferred revenues $ 1,497 $ 1,939 Capital and operating loss carryovers 443 1,496 Valuation allowance (996 ) (1,391 ) 944 2,044 Deferred income tax liabilities Prepaid expense 915 1,098 Property and equipment 813 946 1,728 2,044 Net deferred income tax liability $ 784 $ —

DERIVATIVE FINANCIAL INSTRUME37

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Positions Included in the Consolidated Balance Sheets at Fair Value	Our derivative financial instruments are included in the consolidated balance sheets at their fair values as follows: September 30, 2015 December 31, 2014 (in thousands) Other current assets $ 3,295 $ 1,660 Other non-current assets 719 — Total $ 4,014 $ 1,660
Schedule of Gain (Loss) on Derivative Instruments	In connection with our derivative activities, we recognized the following amounts during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Gain associated with derivative instruments $ (2,341 ) $ (1,375 ) $ (4,072 ) $ (573 )
Schedule of Derivative Instruments	The following table presents summarized information about the fair values of our outstanding foreign currency contracts: Fair Value Notional (C$) Strike Price (1) Market Price (1) September 30, 2015 December 31, 2014 (in thousands) Portion of option contracts maturing in 2015 Puts (purchased) $ 7,492,100 0.9100 0.7512 $ 1,183 $ 1,729 Calls (written) $ 7,492,100 0.9300 0.7512 $ — $ (69 ) Portion of option contracts maturing in 2016 Puts (purchased) $ 32,011,290 0.8400 0.7512 $ 2,879 $ — Calls (written) $ 32,011,290 0.8600 0.7512 $ (48 ) $ — Total $ 4,014 $ 1,660 (1) Strike and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars.
Offsetting Assets	The effect of the rights of offset are presented in the table below. September 30, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 3,295 $ 719 $ (36 ) $ (12 ) $ 4,062 Effects of netting arrangements — — 36 12 (48 ) Fair value of derivatives — net presentation $ 3,295 $ 719 $ — $ — $ 4,014 December 31, 2014 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 1,660 $ — $ (69 ) $ — $ 1,729 Effects of netting arrangements — — 69 — (69 ) Fair value of derivatives — net presentation $ 1,660 $ — $ — $ — $ 1,660
Offsetting Liabilities	The effect of the rights of offset are presented in the table below. September 30, 2015 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 3,295 $ 719 $ (36 ) $ (12 ) $ 4,062 Effects of netting arrangements — — 36 12 (48 ) Fair value of derivatives — net presentation $ 3,295 $ 719 $ — $ — $ 4,014 December 31, 2014 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 1,660 $ — $ (69 ) $ — $ 1,729 Effects of netting arrangements — — 69 — (69 ) Fair value of derivatives — net presentation $ 1,660 $ — $ — $ — $ 1,660

UNIT BASED COMPENSATION UNIT BA

UNIT BASED COMPENSATION UNIT BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Phantom Units Granted	We made payments to holders of the Phantom Units pursuant to the DERs we granted to them under the Award Agreements as follows: Three Months Ended Nine Months Ended September 30, 2015 (in thousands) Equity-classified Phantom Units (1) $ 107 $ 219 Liability-classified Phantom Units 8 16 Total $ 115 $ 235 (1) For the three and nine months ended September 30, 2015 , we reclassified $0 and $5 thousand , respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited.

SUPPLEMENTAL CASH FLOW INFORM39

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2015
Supplemental Cash Flow Elements [Abstract]
Schedule of Supplemental Cash Flow Disclosures	The following table provides supplemental cash flow information: Nine Months Ended September 30, 2015 2014 (in thousands) Cash paid for income taxes $ 2,352 $ 86 Cash paid for interest $ 2,787 $ 2,396

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Summary of Operating Results from Discontinued Operations	The following table shows the results from our Discontinued Operations: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Revenues and other income $ — $ — $ — $ 452 Bad debt expense — 183 — 603 Loss before provision for income taxes — (183 ) — (151 ) Provision for income taxes — — — 1 Net loss $ — $ (183 ) $ — $ (152 )

ORGANIZATION AND BASIS OF PRE41

ORGANIZATION AND BASIS OF PRESENTATION - Narrative (Details) - USD ($) $ in Millions	Oct. 15, 2014	Oct. 14, 2014
Partnership Organization And Basis Of Presentation [Line Items]
Proceeds from initial public offering	$ 145
IPO
Partnership Organization And Basis Of Presentation [Line Items]
Common units issued (in units)	9,120,000
Limited Partner | USD Group LLC
Partnership Organization And Basis Of Presentation [Line Items]
Limited partner interest, percentage	42.80%	98.00%
Limited Partner | USDG
Partnership Organization And Basis Of Presentation [Line Items]
Limited partner interest, percentage	54.30%

ORGANIZATION AND BASIS OF PRE42

ORGANIZATION AND BASIS OF PRESENTATION - Comparative Amounts (Details) $ in Thousands, CAD in Millions	Sep. 30, 2015CAD	Sep. 30, 2015USD ($)	Jun. 30, 2015USD ($)	Mar. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Sep. 30, 2014USD ($)	Dec. 31, 2013USD ($)
Notes receivable, related parties	CAD 2.9		$ 2,300	$ 2,300	$ 0
Total current assets		$ 64,562			61,464
Total assets		141,405			151,180
General partner units		(120)			12
Accumulated other comprehensive income (loss)		179			(18)
Total partners' capital		33,810			38,195	$ 9,707
Total liabilities and partners' capital		141,405			151,180
Accumulated other comprehensive income (loss)
Total partners' capital		179			(18)	$ (793)	$ (1,400)
General Partner
Total partners' capital		(120)			12
Subordinated Units
Limited partners' capital account		(93,491)			(90,214)
Common Units
Limited partners' capital account		$ 125,449			127,865
As reported
Notes receivable, related parties					2,472
Total current assets					63,936
Total assets					153,652
General partner units					103
Accumulated other comprehensive income (loss)					(105)
Total partners' capital					40,667
Total liabilities and partners' capital					153,652
As reported | Subordinated Units
Limited partners' capital account					(87,978)
As reported | Common Units
Limited partners' capital account					128,097
Restatement adjustments
Notes receivable, related parties					(2,472)
Total current assets					(2,472)
Total assets					(2,472)
Total partners' capital					(2,472)
Total liabilities and partners' capital					(2,472)
Restatement adjustments | Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss)					87
Restatement adjustments | General Partner
General partner units					(91)
Restatement adjustments | Subordinated Units
Limited partners' capital account					(2,236)
Restatement adjustments | Common Units
Limited partners' capital account					$ (232)

RESTRICTED CASH - Narrative (De

RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Cash and Cash Equivalents [Abstract]
Restricted cash balance	$ 5,348	$ 6,490

ACCOUNTS RECEIVABLE (Details)

ACCOUNTS RECEIVABLE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Receivables [Abstract]
Allowance for doubtful accounts	$ 21,000		$ 21,000		$ 24,000
Bad debt expense	0	$ 1,000,000	0	$ 2,100,000
Bad debt expense, continuing operations		800,000	0	1,475,000
Bad debt expense, discontinued operations	$ 0	$ 183,000	$ 0	$ 603,000

NET INCOME PER LIMITED PARTNE45

NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Distribution Method to Limited and General Partners (Details) - $ / shares	Oct. 15, 2014	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2015
Distribution Targets For General Partners and Limited Partners [Line Items]
Partners' Capital, Targeted Quarterly Distribution Amount Per Share		$ 0.2925	$ 0.29	$ 0.2875	$ 0.2875
USD Partners GP LLC | General Partner
Distribution Targets For General Partners and Limited Partners [Line Items]
General partner interest (as percent)	2.00%				2.00%
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]
Portion of quarterly distribution per unit					$ 0.2875
First Target Distribution
Distribution Targets For General Partners and Limited Partners [Line Items]
Percentage distributed to Limited Partners					98.00%
Percentage distributed to General Partner (including IDRs)					2.00%
First Target Distribution | Minimum
Distribution Targets For General Partners and Limited Partners [Line Items]
Portion of quarterly distribution per unit					$ 0.2875
First Target Distribution | Maximum
Distribution Targets For General Partners and Limited Partners [Line Items]
Portion of quarterly distribution per unit					$ 0.330625
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 | Minimum
Distribution Targets For General Partners and Limited Partners [Line Items]
Portion of quarterly distribution per unit					$ 0.330625
Second Target Distribution | Maximum
Distribution Targets For General Partners and Limited Partners [Line Items]
Portion of quarterly distribution per unit					$ 0.359375
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 | Minimum
Distribution Targets For General Partners and Limited Partners [Line Items]
Portion of quarterly distribution per unit					$ 0.359375
Third Target Distribution | Maximum
Distribution Targets For General Partners and Limited Partners [Line Items]
Portion of quarterly distribution per unit					$ 0.431250
Over Third Target Distribution
Distribution Targets For General Partners and Limited Partners [Line Items]
Percentage distributed to Limited Partners					50.00%
Percentage distributed to General Partner (including IDRs)					50.00%
Over Third Target Distribution | Minimum
Distribution Targets For General Partners and Limited Partners [Line Items]
Portion of quarterly distribution per unit					$ 0.431250

NET INCOME PER LIMITED PARTNE46

NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Limited Partners' Capital Account [Line Items]
Net income (loss)	$ 6,325			$ (1,362)	$ 11,018	$ (6,601)
Net loss	0			(183)	0	(152)
Income (loss) from continuing operations	6,325			(1,179)	11,018	(6,449)
Less: Distributable earnings	6,322			3,390	18,844	10,171
Distributions in excess of earnings	$ 3			$ (4,569)	$ (7,826)	$ (16,620)
Weighted average common units outstanding (in shares)	21,290				21,311
Targeted quarterly distribution amount (USD per share)	$ 0.2925	$ 0.29	$ 0.2875		$ 0.2875
Partners share targeted year-to-date distribution amount (USD per share)					0.87
Targeted annual distribution amount (USD per share)	$ 1.17				$ 1.15
Phantom Share Units (PSUs)
Limited Partners' Capital Account [Line Items]
Partners' capital account, distributions, phantom units	$ 95				$ 322
Common Units
Limited Partners' Capital Account [Line Items]
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share)				$ (0.11)		$ (0.55)
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share)	$ 0				$ 0
Net income (loss) per subordinated unit (basic and diluted) (USD per share)	0.30			(0.12)	0.52	(0.56)
Subordinated Units
Limited Partners' Capital Account [Line Items]
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share)				(0.11)		(0.55)
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share)	0				0
Net income (loss) per subordinated unit (basic and diluted) (USD per share)	$ 0.30			$ (0.12)	$ 0.52	$ (0.56)
Limited Partner | Common Units
Limited Partners' Capital Account [Line Items]
Net income (loss)	$ 3,030			$ (126)	$ 5,280	$ (613)
Net loss				(16)		(14)
Income (loss) from continuing operations				(110)		(599)
Less: Distributable earnings	3,033			314	9,040	943
Distributions in excess of earnings	$ (3)			$ (424)	$ (3,760)	$ (1,542)
Weighted average common units outstanding (in shares)	10,214			1,094	10,214	1,094
Distributable earnings per unit (USD per share)	$ 0.30			$ 0.28	$ 0.89	$ 0.86
Overdistributed earnings per unit (USD per share)	0			(0.39)	(0.37)	(1.41)
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share)	$ 0.30			(0.11)	$ 0.52	(0.55)
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share)				(0.01)		(0.01)
Net income (loss) per subordinated unit (basic and diluted) (USD per share)				$ (0.12)		$ (0.56)
Partners' capital account, distributions, phantom units					$ 8,490
Limited Partner | Subordinated Units
Limited Partners' Capital Account [Line Items]
Net income (loss)	$ 3,112			$ (1,209)	5,421	$ (5,857)
Net loss				(163)		(135)
Income (loss) from continuing operations				(1,046)		(5,722)
Less: Distributable earnings	3,107			3,008	9,262	9,025
Distributions in excess of earnings	$ 5			$ (4,054)	$ (3,841)	$ (14,747)
Weighted average common units outstanding (in shares)	10,464			10,464	10,464	10,464
Distributable earnings per unit (USD per share)	$ 0.30			$ 0.28	$ 0.89	$ 0.86
Overdistributed earnings per unit (USD per share)	0			(0.39)	(0.37)	(1.41)
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share)	$ 0.30			(0.11)	$ 0.52	(0.55)
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share)				(0.01)		(0.01)
Net income (loss) per subordinated unit (basic and diluted) (USD per share)				$ (0.12)		$ (0.56)
Partners' capital account, distributions, phantom units					$ 8,698
Limited Partner | Class A Units
Limited Partners' Capital Account [Line Items]
Net income (loss)	$ 56			$ 0	96	$ 0
Net loss				0		0
Income (loss) from continuing operations				0		0
Less: Distributable earnings	55			0	164	0
Distributions in excess of earnings	$ 1			$ 0	$ (68)	$ 0
Weighted average common units outstanding (in shares)	185			0	206	0
Distributable earnings per unit (USD per share)	$ 0.30			$ 0	$ 0.80	$ 0
Overdistributed earnings per unit (USD per share)	0			0	(0.33)	0
Net loss per limited partner unit from continuing operations (basic and diluted) (USD per share)	$ 0.30			0	$ 0.47	0
Net income per limited partner unit from discontinued operations (basic and diluted) (USD per share)				0		0
Net income (loss) per subordinated unit (basic and diluted) (USD per share)				$ 0		$ 0
Partners' capital account, distributions, phantom units					$ 154
General Partner
Limited Partners' Capital Account [Line Items]
Net income (loss)	$ 127			$ (27)	221	$ (131)
Net loss				(4)		(3)
Income (loss) from continuing operations				(23)		(128)
Less: Distributable earnings	127			68	378	203
Distributions in excess of earnings	$ 0			$ (91)	$ (157)	$ (331)
Weighted average common units outstanding (in shares)	427			427	427	427
Partners' capital account, distributions, phantom units					$ 353

PROPERTY AND EQUIPMENT - Schedu

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 78,652	$ 87,879
Accumulated depreciation	(7,125)	(4,326)
Construction in progress	538	506
Property and equipment, net	72,065	84,059
Land
Property, Plant and Equipment [Line Items]
Total property and equipment	2,843	3,279
Trackage and facilities
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 70,565	78,938
Property plant and equipment, useful life	20 years
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 5,200	5,611
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	5 years
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	10 years
Furniture
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 44	$ 51
Property plant and equipment, useful life	5 years

DEBT - Narrative (Details)

DEBT - Narrative (Details) - USD ($)	Oct. 15, 2014	Apr. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Nov. 30, 2008
Line of Credit Facility [Line Items]
Proceeds from borrowings on BOK credit facility			$ 0	$ 69,225,000
Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Term of agreement	5 years
Maximum borrowing capacity	$ 300,000,000		$ 300,000,000
Credit Facility | Secured Debt | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	200,000,000
Line of credit facility, pay-down feature, higher borrowing capacity option	300,000,000
Line of credit facility, accordion feature, increase limit	100,000,000
Line of credit facility, accordion feature, higher borrowing capacity option	$ 400,000,000
Average interest rate			3.15%		3.87%
Amount outstanding under the credit facility			$ 18,000,000		$ 0
Credit Facility | Secured Debt | Revolving Credit Facility | Minimum
Line of Credit Facility [Line Items]
Line of credit facility, commitment fee, percentage	0.375%
Credit Facility | Secured Debt | Revolving Credit Facility | Maximum
Line of Credit Facility [Line Items]
Line of credit facility, commitment fee, percentage	0.50%
Credit Facility | Secured Debt | Revolving Credit Facility | Base Rate | Scenario 1 | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	1.25%
Credit Facility | Secured Debt | Revolving Credit Facility | Base Rate | Scenario 1 | Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	2.25%
Credit Facility | Secured Debt | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario 2 | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	2.25%
Credit Facility | Secured Debt | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario 2 | Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	3.25%
Credit Facility | Secured Debt | Term Loan
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000
Line of credit facility, covenant noncompliance, increase interest rate	1.00%
Credit Facility | Secured Debt | Term Loan | Base Rate | Scenario 1 | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	1.35%
Credit Facility | Secured Debt | Term Loan | Base Rate | Scenario 1 | Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	2.35%
Credit Facility | Secured Debt | Term Loan | London Interbank Offered Rate (LIBOR) | Scenario 2 | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	2.35%
Credit Facility | Secured Debt | Term Loan | London Interbank Offered Rate (LIBOR) | Scenario 2 | Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread of variable rate	3.35%
Credit Facility | Secured Debt | Standby Letters of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 20,000,000
Credit Facility | Secured Debt | Swingline Sub-facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 20,000,000
BOK Credit Agreement | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity							$ 150,000,000
Amount outstanding under the credit facility			$ 97,800,000			$ 30,000,000
Proceeds from borrowings on BOK credit facility		$ 67,800,000
Revolving credit facility, unused portion, fee percentage			0.50%

DEBT - Schedule of Line of Cred

DEBT - Schedule of Line of Credit Facilities (Details) - Secured Debt - Credit Facility - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Oct. 15, 2014
Line of Credit Facility [Line Items]
Aggregate borrowing capacity under Credit Agreement	$ 300,000,000		$ 300,000,000
Secured Debt
Line of Credit Facility [Line Items]
Aggregate borrowing capacity under Credit Agreement	300,000,000	$ 300,000,000
Term Loan Facility amounts outstanding	48,900,000	81,400,000
Available under Credit Agreement	233,100,000	218,600,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Aggregate borrowing capacity under Credit Agreement			$ 200,000,000
Term Loan Facility amounts outstanding	18,000,000	0
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Term Loan Facility amounts outstanding	$ 0	$ 0

DEBT - Schedule of Interest Exp

DEBT - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Line of Credit Facility [Line Items]
Amortization of deferred financing costs	$ 152	$ 220	$ 471	$ 877
Total interest expense	923	1,525	2,910	3,509
BOK Credit Agreement
Line of Credit Facility [Line Items]
Interest expense	0	1,305	0	2,632
Credit Facility
Line of Credit Facility [Line Items]
Interest expense	$ 771	$ 0	$ 2,439	$ 0

DEFERRED REVENUE - Summary of D

DEFERRED REVENUE - Summary of Deferred Revenue, Current Portion (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Deferred Revenue Arrangement [Line Items]
Deferred revenue additions	$ 11,700,000	$ 1,800,000	$ 37,400,000	$ 1,800,000
Recognized prior period deferred revenue	11,800,000	$ 0	25,700,000	$ 0
Total deferred revenue, current portion	24,761,000		24,761,000		$ 15,540,000
Total deferred revenue, net of current portion	2,430,000		2,430,000		3,656,000
Customer prepayments
Deferred Revenue Arrangement [Line Items]
Total deferred revenue, current portion	3,114,000		3,114,000		3,505,000
Total deferred revenue, net of current portion	2,430,000		2,430,000		3,656,000
Minimum monthly commitment fees
Deferred Revenue Arrangement [Line Items]
Total deferred revenue, current portion	$ 21,647,000		$ 21,647,000		$ 12,035,000

TRANSACTIONS WITH RELATED PAR52

TRANSACTIONS WITH RELATED PARTIES - Narrative (Details) CAD in Millions	Oct. 15, 2014USD ($)shares	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Oct. 14, 2014	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)shares	Sep. 30, 2015CADshares	Sep. 30, 2015USD ($)shares	Jun. 30, 2015USD ($)	Mar. 31, 2015USD ($)
Related Party Transaction [Line Items]
Number of general partner units issued | shares							427,083	427,083	427,083
Notes receivable, related parties							$ 0	CAD 2.9		$ 2,300,000	$ 2,300,000
Other current assets							2,003,000		$ 4,501,000
Selling, general and administrative expenses from transactions with related party			$ 1,200,000			$ 3,000,000
Selling, general and administrative costs		$ 2,586,000	2,017,000	$ 7,036,000		4,025,000
Accounts receivable — related party							134,000		313,000
Deferred revenue, current portion — related party							$ 5,256,000		$ 5,615,000
Related Party
Related Party Transaction [Line Items]
Selling, general and administrative costs		1,080,000	1,198,000	$ 3,366,000		3,003,000
USD Partners GP LLC | General Partner
Related Party Transaction [Line Items]
General partner interest (as percent)	2.00%			2.00%
USDG | Limited Partner
Related Party Transaction [Line Items]
Limited partner interest, percentage	54.30%
USD Group LLC | Limited Partner
Related Party Transaction [Line Items]
Limited partner interest, percentage	42.80%				98.00%
Common Units
Related Party Transaction [Line Items]
Limited partners' capital account, units issued | shares							10,213,545	10,213,545	10,213,545
Subordinated Units
Related Party Transaction [Line Items]
Limited partners' capital account, units issued | shares							10,463,545	10,463,545	10,463,545
IPO
Related Party Transaction [Line Items]
Assumed debt	$ 30,000,000
Borrowings under term loan facility	$ 100,000,000
IPO | USD Partners GP LLC | General Partner
Related Party Transaction [Line Items]
Number of general partner units issued | shares	427,083
IPO | Common Units | USD Group LLC | Limited Partner
Related Party Transaction [Line Items]
Limited partners' capital account, units issued | shares	1,093,545
IPO | Subordinated Units | USD Group LLC | Limited Partner
Related Party Transaction [Line Items]
Limited partners' capital account, units issued | shares	10,463,545
USDG | Limited Partner
Related Party Transaction [Line Items]
Accounts receivable — related party									$ 0
USD Marketing
Related Party Transaction [Line Items]
Deferred revenue, current portion — related party							$ 2,600,000		$ 3,900,000
USD Marketing | Related Party
Related Party Transaction [Line Items]
Revenue from related parties		2,995,000	0	$ 7,553,000		0
USD Marketing | Minimum monthly commitment fees | Related Party
Related Party Transaction [Line Items]
Payments received from related parties				5,300,000		0
J. Aron | Related Party
Related Party Transaction [Line Items]
Revenue from related parties		1,521,000				1,740,000	$ 0
USD Group LLC | Omnibus Agreement | Limited Partner
Related Party Transaction [Line Items]
Selling, general and administrative expenses from transactions with related party	$ 4,900,000
Executive management costs included in selling, general and administrative expenses from transactions with related party	$ 2,500,000
Selling, general and administrative costs		1,100,000		3,400,000
Fleet Services - Related Party | Variable Interest Entity, Not Primary Beneficiary
Related Party Transaction [Line Items]
Revenue from related parties		$ 500,000	$ 400,000	$ 1,500,000		$ 1,100,000

TRANSACTIONS WITH RELATED PAR53

TRANSACTIONS WITH RELATED PARTIES - Schedule of Variable Interest Entities (Details) - Variable Interest Entity, Not Primary Beneficiary - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Variable Interest Entity [Line Items]
Total assets	$ 242	$ 134
Total liabilities	3,156	2,522
Maximum exposure to loss	0	0
Accounts Receivable - Related Party
Variable Interest Entity [Line Items]
Total assets	242	134
Maximum exposure to loss	0	0
Deferred Revenue, Current Portion - Related Party
Variable Interest Entity [Line Items]
Total liabilities	1,295	591
Maximum exposure to loss	0	0
Deferred Revenue, Noncurrent Portion - Related Party
Variable Interest Entity [Line Items]
Total liabilities	1,861	1,931
Maximum exposure to loss	$ 0	$ 0

TRANSACTIONS WITH RELATED PAR54

TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) - Related Party - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
J. Aron
Related Party Transaction [Line Items]
Revenue from related parties	$ 1,521,000			$ 1,740,000	$ 0
J. Aron | Terminalling services
Related Party Transaction [Line Items]
Revenue from related parties	1,314,000			1,314,000
J. Aron | Freight And Other Reimbursables
Related Party Transaction [Line Items]
Revenue from related parties	207,000			426,000
USD Marketing
Related Party Transaction [Line Items]
Revenue from related parties	2,995,000	$ 0	$ 7,553,000	0
USD Marketing | Terminalling services
Related Party Transaction [Line Items]
Revenue from related parties	1,735,000	0	3,538,000	0
USD Marketing | Fleet Leases
Related Party Transaction [Line Items]
Revenue from related parties	1,013,000	0	3,234,000	0
USD Marketing | Fleet services
Related Party Transaction [Line Items]
Revenue from related parties	214,000	0	686,000	0
USD Marketing | Freight And Other Reimbursables
Related Party Transaction [Line Items]
Revenue from related parties	$ 33,000	$ 0	$ 95,000	$ 0

TRANSACTIONS WITH RELATED PAR55

TRANSACTIONS WITH RELATED PARTIES - Schedule of Cash Distributions (Details) - USD ($) $ in Thousands	Aug. 14, 2015	May. 15, 2015	Feb. 13, 2015	Sep. 30, 2015
USDG
Related Party Transaction [Line Items]
Amount Paid to USDG	$ 3,352	$ 3,322	$ 2,817	$ 9,491
USD Group LLC
Related Party Transaction [Line Items]
Amount Paid to USD Partners GP LLC	$ 124	$ 125	$ 102	$ 351

COLLABORATIVE ARRANGEMENTS - Na

COLLABORATIVE ARRANGEMENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Pipeline fees	$ 5,256	$ 1,660	$ 11,659	$ 1,660

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2014railcar_unit_train
Commitments and Contingencies Disclosure [Abstract]
Number of Railcars	160

SEGMENT REPORTING - Narrative (

SEGMENT REPORTING - Narrative (Details)	9 Months Ended
	Sep. 30, 2015Segment
Segment Reporting [Abstract]
Number of reportable segments	2

SEGMENT REPORTING - Summary of

SEGMENT REPORTING - Summary of Reportable Segment Data for Continuing Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues
Railroad incentives	$ 18	$ 577	$ 45	$ 577
Fleet leases	2,036	2,189	5,820	6,785
Freight and other reimbursables	152	123	1,639	1,825
Total revenues	21,797	12,986	55,700	23,907
Operating costs
Subcontracted rail services	1,535	2,486	5,984	4,595
Pipeline fees	5,256	1,660	11,659	1,660
Fleet leases	3,049	2,189	9,054	6,785
Freight and other reimbursables	185	330	1,734	2,251
Selling, general and administrative	3,666	3,215	10,402	7,028
Depreciation	1,055	1,083	3,244	1,337
Total operating costs	14,746	10,963	42,077	23,656
Operating income	7,051	2,023	13,623	251
Interest expense	923	1,525	2,910	3,509
Gain associated with derivative instruments	(2,341)	(1,375)	(4,072)	(573)
Foreign currency transaction loss (gain)	2	2,991	(381)	3,679
Provision for income taxes	2,142	61	4,148	85
Income (loss) from continuing operations	6,325	(1,179)	11,018	(6,449)
Capital expenditures	691	2,792	1,424	33,119
Related Party
Revenues
Services revenue	1,013		3,234	0
Fleet leases	1,013	0	3,234	0
Freight and other reimbursables	33	207	95	426
Terminalling services
Revenues
Services revenue	15,973	7,873	38,639	11,321
Railroad incentives		577
Terminalling services | Related Party
Revenues
Services revenue	1,735	1,314	3,538	1,314
Fleet services
Revenues
Services revenue	156	337	467	575
Fleet leases		0
Fleet services | Related Party
Revenues
Services revenue	681	366	2,223	1,084
Operating Segments
Revenues
Fleet leases	2,036	2,189	5,820	6,785
Operating costs
Gain associated with derivative instruments	0
Operating Segments | Related Party
Revenues
Services revenue	1,013		3,234	0
Operating Segments | Terminalling services
Revenues
Services revenue	15,973	7,873	38,639	11,321
Railroad incentives	18	577	45	577
Total revenues	17,726	9,764	42,222	13,212
Operating costs
Subcontracted rail services	1,535	2,486	5,984	4,595
Pipeline fees	5,256	1,660	11,659	1,660
Selling, general and administrative	1,402	1,694	3,944	3,649
Depreciation	1,055	1,083	3,244	1,337
Total operating costs	9,248	6,923	24,831	11,241
Operating income	8,478	2,841	17,391	1,971
Interest expense	466	1,525	1,640	3,509
Gain associated with derivative instruments	(2,341)	(1,375)	(4,072)	(573)
Foreign currency transaction loss (gain)	(17)	2,996	37	3,684
Provision for income taxes	1,931	7	3,911	29
Income (loss) from continuing operations	8,439	(312)	15,875	(4,678)
Capital expenditures	691	2,792	1,424	33,119
Operating Segments | Terminalling services | Related Party
Revenues
Services revenue	1,735		3,538	1,314
Operating Segments | Fleet services
Revenues
Services revenue	156	337	467	575
Fleet leases		0
Freight and other reimbursables	152	123	1,639	1,825
Total revenues	4,071	3,222	13,478	10,695
Operating costs
Fleet leases	3,049	2,189	9,054	6,785
Freight and other reimbursables	185	330	1,734	2,251
Selling, general and administrative	297	1,221	761	2,278
Depreciation	0	0	0	0
Total operating costs	3,531	3,740	11,549	11,314
Operating income	540	(518)	1,929	(619)
Interest expense	0	0	0	0
Gain associated with derivative instruments		0	0	0
Foreign currency transaction loss (gain)	19	(5)	(8)	(5)
Provision for income taxes	211	54	236	56
Income (loss) from continuing operations	310	(567)	1,701	(670)
Capital expenditures	0	0	0	0
Operating Segments | Fleet services | Related Party
Revenues
Services revenue	681	366	2,223	1,084
Freight and other reimbursables	33	207	95	426
Corporate
Operating costs
Selling, general and administrative	1,967	300	5,697	1,101
Depreciation		0		0
Total operating costs	1,967	300	5,697	1,101
Operating income	(1,967)	(300)	(5,697)	(1,101)
Interest expense	457	0	1,270	0
Gain associated with derivative instruments	0	0	0	0
Foreign currency transaction loss (gain)	0	0	(410)	0
Provision for income taxes	0	0	1	0
Income (loss) from continuing operations	(2,424)	(300)	(6,558)	(1,101)
Capital expenditures	$ 0	$ 0	$ 0	$ 0

SEGMENT REPORTING - Summary o60

SEGMENT REPORTING - Summary of Total Assets by Segment from Continuing Operations (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total assets	$ 141,405	$ 151,180
Operating Segments | Terminalling services
Segment Reporting Information [Line Items]
Total assets	90,812	102,621
Operating Segments | Fleet services
Segment Reporting Information [Line Items]
Total assets	11,198	7,692
Corporate
Segment Reporting Information [Line Items]
Total assets	$ 39,395	$ 40,867

SEGMENT REPORTING - Reconciliat

SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Loss from Continuing Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Adjusted EBITDA
Services Adjusted EBITDA	$ 9,727,000	$ 5,319,000	$ 29,947,000	$ 4,411,000
Interest expense	(923,000)	(1,525,000)	(2,910,000)	(3,509,000)
Depreciation	(1,055,000)	(1,083,000)	(3,244,000)	(1,337,000)
Provision for income taxes	(2,142,000)	(61,000)	(4,148,000)	(85,000)
Gain associated with derivative instruments	2,341,000	1,375,000	4,072,000	573,000
Settlement of derivative contracts	(1,207,000)	0	(2,885,000)	0
Unit based compensation expense	(767,000)	0	(2,168,000)	0
Foreign currency transaction gain (loss)	(2,000)	(2,991,000)	381,000	(3,679,000)
Unrecovered reimbursable freight costs	0	(865,000)	0	(1,475,000)
Deferred revenue related to minimum commitment fees	353,000	(1,348,000)	(8,027,000)	(1,348,000)
Income (loss) from continuing operations	6,325,000	(1,179,000)	11,018,000	(6,449,000)
Recognized prior period deferred revenue	11,800,000	0	25,700,000	0
Rent expense	3,900,000		8,100,000
Initial purchase price on settlement of derivatives	108,000		281,000
Operating Segments
Adjusted EBITDA
Gain associated with derivative instruments	0
Operating Segments | Terminalling services
Adjusted EBITDA
Services Adjusted EBITDA	10,387,000	5,272,000	31,547,000	4,656,000
Interest expense	(466,000)	(1,525,000)	(1,640,000)	(3,509,000)
Provision for income taxes	(1,931,000)	(7,000)	(3,911,000)	(29,000)
Gain associated with derivative instruments	2,341,000	1,375,000	4,072,000	573,000
Foreign currency transaction gain (loss)	17,000	(2,996,000)	(37,000)	(3,684,000)
Income (loss) from continuing operations	8,439,000	(312,000)	15,875,000	(4,678,000)
Operating Segments | Fleet services
Adjusted EBITDA
Services Adjusted EBITDA	540,000	347,000	1,929,000	856,000
Interest expense	0	0	0	0
Provision for income taxes	(211,000)	(54,000)	(236,000)	(56,000)
Gain associated with derivative instruments		0	0	0
Foreign currency transaction gain (loss)	(19,000)	5,000	8,000	5,000
Income (loss) from continuing operations	310,000	(567,000)	1,701,000	(670,000)
Corporate
Adjusted EBITDA
Services Adjusted EBITDA	(1,200,000)	(300,000)	(3,529,000)	(1,101,000)
Interest expense	(457,000)	0	(1,270,000)	0
Provision for income taxes	0	0	(1,000)	0
Gain associated with derivative instruments	0	0	0	0
Foreign currency transaction gain (loss)	0	0	410,000	0
Income (loss) from continuing operations	$ (2,424,000)	$ (300,000)	$ (6,558,000)	$ (1,101,000)

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($) $ in Millions	Jan. 01, 2016	Sep. 30, 2015	Dec. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2015	Dec. 31, 2014
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate		34.00%
U.S.
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		$ 0.7		$ 0.7
Canada
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		$ 4.6		$ 4.6			$ 8.5
Forecast
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, Percent						26.00%
Internal Revenue Service (IRS)
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, Percent				34.00%	0.00%
Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Federal and provincial income tax rate (as percent)					0.00%
Canada Revenue Agency | Forecast
Operating Loss Carryforwards [Line Items]
Federal and provincial income tax rate (as percent)	27.00%		26.00%
State and Local Jurisdiction | Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate				15.00%
Provincial tax rate (as percent)				10.00%
State and Local Jurisdiction | Canada Revenue Agency | Forecast
Operating Loss Carryforwards [Line Items]
Provincial tax rate (as percent)	12.00%		11.00%

INCOME TAXES - Components of In

INCOME TAXES - Components of Income Tax Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Current income tax expense
State income taxes	$ 90	$ 61	$ 133	$ 85
Current Federal Tax Expense (Benefit)	133	0	133	0
Canadian federal and provincial income taxes	1,960	0	3,045	0
Total current income tax expense	2,183	61	3,311	85
Deferred income tax expense
Canadian federal and provincial income taxes	(41)	0	837	0
Total deferred income tax expense	(41)	0	837	0
Provision for income taxes	$ 2,142	$ 61	$ 4,148	$ 85

INCOME TAXES - Schedule of Effe

INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Tax Disclosure [Abstract]
Income tax expense at the U.S. statutory rate of 34%	$ 2,878		$ 5,156
Federal statutory income tax rate	34.00%
Income attributable to partnership not subject to income tax	$ (40)		380
Foreign income tax rate differential	(548)		(1,215)
Other	107		89
State income taxes	90		133
Change in valuation allowance	(345)		(395)
Provision for income taxes	$ 2,142	$ 61	$ 4,148	$ 85

INCOME TAXES - Schedule of Defe

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Deferred income tax assets
Deferred revenues	$ 1,497	$ 1,939
Capital and operating loss carryovers	443	1,496
Valuation allowance	(996)	(1,391)
Total deferred tax assets	944	2,044
Deferred income tax liabilities
Prepaid expense	915	1,098
Property and equipment	813	946
Total deferred tax liabilities	1,728	2,044
Net deferred income tax liability	$ 784	$ 0

DERIVATIVE FINANCIAL INSTRUME66

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) CAD in Millions	Dec. 31, 2015CAD	Sep. 30, 2015CAD$ / CAD	Jun. 30, 2015CADcollar_arrangement	May. 30, 2014CAD$ / CAD
Foreign Exchange Option/Maturing in 2016
Derivative [Line Items]
Number of derivative instruments held | collar_arrangement			4
Notional amount			CAD 32
Exchange rate floor | $ / CAD		0.84
Exchange rate cap | $ / CAD		0.86
Foreign Exchange Option/Maturing in 2016 | Minimum
Derivative [Line Items]
Notional amount		CAD 7.9
Foreign Exchange Option/Maturing in 2016 | Maximum
Derivative [Line Items]
Notional amount		CAD 8.1
Foregn Exchange Option/Maturing in 2015
Derivative [Line Items]
Notional amount				CAD 37.2
Exchange rate floor | $ / CAD				0.91
Exchange rate cap | $ / CAD				0.93
Forecast | Foregn Exchange Option/Maturing in 2015
Derivative [Line Items]
Notional amount	CAD 7.5

DERIVATIVE FINANCIAL INSTRUME67

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Positions Included in the Consolidated Balance Sheets at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Derivative [Line Items]
Derivative asset (liability)	$ 4,014	$ 1,660
Foreign Exchange Contract
Derivative [Line Items]
Derivative asset (liability)	4,014	1,660
Foreign Exchange Contract | Other current assets
Derivative [Line Items]
Derivative asset (liability)	3,295	1,660
Foreign Exchange Contract | Non-current assets
Derivative [Line Items]
Derivative asset (liability)	$ 719	$ 0

DERIVATIVE FINANCIAL INSTRUME68

DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Gain associated with derivative instruments	$ (2,341)	$ (1,375)	$ (4,072)	$ (573)
Foreign Exchange Contract | Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Gain associated with derivative instruments	$ (2,341)	$ (1,375)	$ (4,072)	$ (573)

DERIVATIVE FINANCIAL INSTRUME69

DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Fair Values of Outstanding Foreign Currency Options (Details) $ in Thousands	Sep. 30, 2015CAD$ / option	Sep. 30, 2015USD ($)$ / option	Jun. 30, 2015CAD	Dec. 31, 2014USD ($)	May. 30, 2014CAD
Derivative [Line Items]
Derivative asset (liability) | $		$ 4,014		$ 1,660
Portion of option contracts maturing in 2015
Derivative [Line Items]
Notional | CAD					CAD 37,200,000
Portion of option contracts maturing in 2015 | Puts (purchased)
Derivative [Line Items]
Notional | CAD	CAD 7,492,100
Strike Price	0.91	0.91
Market Price	0.7512	0.7512
Derivative asset (liability) | $		$ 1,183		1,729
Portion of option contracts maturing in 2015 | Calls (written)
Derivative [Line Items]
Notional | CAD	CAD 7,492,100
Strike Price	0.93	0.93
Market Price	0.7512	0.7512
Derivative asset (liability) | $		$ 0		(69)
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	0.84	0.84
Market Price	0.7512	0.7512
Derivative asset (liability) | $		$ 2,879		0
Portion of option contracts maturing in 2016 | Calls (written)
Derivative [Line Items]
Notional | CAD	CAD 32,011,290
Strike Price	0.86	0.86
Market Price	0.7512	0.7512
Derivative asset (liability) | $		$ (48)		$ 0

DERIVATIVE FINANCIAL INSTRUME70

DERIVATIVE FINANCIAL INSTRUMENTS - Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Offsetting Derivatives [Abstract]
Fair value of derivatives — gross presentation	$ 4,062	$ 1,729
Effects of netting arrangements	(48)	(69)
Fair value of derivatives — net presentation	4,014	1,660
Current assets
Offsetting Derivative Assets:
Fair value of derivatives — gross presentation	3,295	1,660
Effects of netting arrangements	0	0
Fair value of derivatives — net presentation	3,295	1,660
Non-current assets
Offsetting Derivative Assets:
Fair value of derivatives — gross presentation	719	0
Effects of netting arrangements	0	0
Fair value of derivatives — net presentation	719	0
Current liabilities
Offsetting Derivative Liabilities [Abstract]
Fair value of derivatives — gross presentation	(36)	(69)
Effects of netting arrangements	36	69
Fair value of derivatives — net presentation	0	0
Non-current liabilities
Offsetting Derivative Liabilities [Abstract]
Fair value of derivatives — gross presentation	(12)	0
Effects of netting arrangements	12	0
Fair value of derivatives — net presentation	$ 0	$ 0

UNIT BASED COMPENSATION - Narra

UNIT BASED COMPENSATION - Narrative (Details)	May. 15, 2015USD ($)	Feb. 16, 2015shares	Sep. 30, 2015USD ($)$ / shares	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)installment$ / sharesshares	Sep. 30, 2014USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unit based compensation expense			$ 767,000	$ 0	$ 2,168,000	$ 0
Class A Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-voting Class A unit grants in period | shares					185,000
Unit based compensation expense			463,000		$ 1,301,000
Allocated Share Based Compensation Expense, Not Expected to Vest			$ 0		$ 19,000
IPO | Common Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price per common unit | $ / shares			$ 17		$ 17
Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unit based compensation expense			$ 304,000		$ 867,000
Grants in period | shares		415,608
Number of annual vesting periods | installment					4
Unit based compensation expense, unrecognized			4,000,000		$ 4,000,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					3 years 3 months 21 days
Partners' capital account, distributions, phantom units			95,000		$ 322,000
Phantom Share Units (PSUs) | Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					1 year
Distribution Equivalent Right
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unit based compensation expense			0		$ 5,000
Partners' capital account, distributions, phantom units	$ 219,000		107,000
Partners' capital account, unit-based compensation	$ 16,000		8,000
Increase (decrease) in partners' capital			$ 115,000		$ 235,000

SUPPLEMENTAL CASH FLOW INFORM72

SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Supplemental Cash Flow Elements [Abstract]
Cash paid for income taxes	$ 2,352	$ 86
Cash paid for interest	$ 2,787	$ 2,396

DISCONTINUED OPERATIONS - Narra

DISCONTINUED OPERATIONS - Narrative (Details) $ in Millions	Dec. 12, 2012Subsidiary	Sep. 30, 2014USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Number of subsidiaries	5
Cash proceeds in escrow related sale | $		$ 29.5

DISCONTINUED OPERATIONS - Summa

DISCONTINUED OPERATIONS - Summary of Operating Results from Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Discontinued operations:
Revenues and other income	$ 0	$ 0	$ 0	$ 452
Bad debt expense	0	183	0	603
Loss before provision for income taxes	0	(183)	0	(151)
Provision for income taxes	0	0	0	1
Net loss	$ 0	$ (183)	$ 0	$ (152)

SUBSEQUENT EVENTS - Narrative (

SUBSEQUENT EVENTS - Narrative (Details) $ / shares in Units, bbl in Millions	Nov. 09, 2015USD ($)	Oct. 29, 2015$ / shares	Oct. 12, 2015USD ($)bblinmishares	Sep. 30, 2015USD ($)$ / shares	Sep. 30, 2015USD ($)$ / shares	Nov. 30, 2015USD ($)	Oct. 15, 2014USD ($)
Subsequent Event [Line Items]
Targeted annual distribution amount (USD per share) | $ / shares				$ 1.17	$ 1.15
Subsequent Event [Member] | Common Units
Subsequent Event [Line Items]
Partners' capital distribution amount per share (USD per share) | $ / shares		$ 0.2925
Targeted annual distribution amount (USD per share) | $ / shares		$ 1.17
Distributions, limited partner	$ 2,700,000
Subsequent Event [Member] | Class A Units
Subsequent Event [Line Items]
Distributions, limited partner	54,000
Subsequent Event [Member] | Casper Crude to Rail Holdings, LLC [Member]
Subsequent Event [Line Items]
Business Combination, Consideration Transferred			$ 225,000,000
Unit Train-Capable Destination Terminal, Transload Capacity Per Day | bbl			0.1
Holding Capacity for Terminal, Maximum | bbl			0.9
Rail Terminal, Length of Rail | mi			6
Railcar Terminal, Length of Pipeline | in			24
Business Combination, Consideration Transferred, Cash on Hand			$ 35,000,000
Business Combination, Consideration Transferred, Additional Borrowing from Credit Facility			178,000,000
Business Combination, Consideration Transferred, Working Capital And Expenses			$ 5,000,000
Business Combination, Consideration Transferred, Shares Issued to Finance Combination | shares			1,733,582
Subsequent Event [Member] | USDG | Common Units and Subordinated Units [Member]
Subsequent Event [Line Items]
Distributions, limited partner	3,400,000
Subsequent Event [Member] | USD Partners GP LLC
Subsequent Event [Line Items]
Distributions, general partner	$ 125,000
Credit Facility | Secured Debt
Subsequent Event [Line Items]
Maximum borrowing capacity				$ 300,000,000	$ 300,000,000		$ 300,000,000
Credit Facility | Secured Debt | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity						$ 400,000,000
Revolving Credit Facility | Credit Facility | Secured Debt
Subsequent Event [Line Items]
Maximum borrowing capacity							200,000,000
Line of credit facility, accordion feature, increase limit							$ 100,000,000