Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 06, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Entity Registrant Name | USD Partners LP | ||
Trading Symbol | USDP | ||
Entity Central Index Key | 1,610,682 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 133,789,085 | ||
Common Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 21,914,224 | ||
Subordinated Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,185,418 | ||
Class A Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 38,750 | ||
General Partner | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 461,136 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||
Railroad incentives | $ 22 | $ 76 | $ 434 |
Fleet leases | 2,140 | 2,577 | 7,710 |
Freight and other reimbursables | 863 | 1,955 | 1,880 |
Total revenues | 111,336 | 111,125 | 81,763 |
Operating costs | |||
Subcontracted rail services | 8,953 | 8,077 | 7,710 |
Pipeline fees | 23,420 | 20,799 | 17,249 |
Fleet leases | 6,539 | 6,174 | 11,833 |
Freight and other reimbursables | 865 | 1,955 | 1,965 |
Operating and maintenance | 3,233 | 2,962 | 2,062 |
Selling, general and administrative | 9,214 | 9,658 | 7,673 |
Depreciation and amortization | 22,132 | 23,092 | 6,110 |
Total operating costs | 80,223 | 78,485 | 59,309 |
Operating income | 31,113 | 32,640 | 22,454 |
Interest expense | 9,925 | 9,847 | 4,432 |
Loss (gain) associated with derivative instruments | 937 | 140 | (5,161) |
Foreign currency transaction gain | (456) | (750) | (201) |
Other income, net | (308) | (10) | (64) |
Income before income taxes | 21,015 | 23,413 | 23,448 |
Provision for (benefit from) income taxes | (1,192) | (759) | 5,755 |
Net income | 22,207 | 24,172 | 17,693 |
Net income attributable to limited partner interest | $ 21,611 | $ 23,690 | $ 17,339 |
Common units | |||
Operating costs | |||
Net income per unit (basic and diluted) (Note 3) (in dollars per share) | $ 0.88 | $ 1.06 | $ 0.83 |
Weighted average units outstanding (in shares) | 17,924 | 13,867 | 10,427 |
Subordinated units | |||
Operating costs | |||
Net income per unit (basic and diluted) (Note 3) (in dollars per share) | $ 0.89 | $ 1.02 | $ 0.82 |
Weighted average units outstanding (in shares) | 6,565 | 8,668 | 10,464 |
Related party | |||
Revenues | |||
Fleet leases | $ 4,401 | $ 3,560 | $ 4,123 |
Freight and other reimbursables | 2 | 0 | 85 |
Operating costs | |||
Selling, general and administrative | 5,867 | 5,768 | 4,707 |
Terminalling services | |||
Revenues | |||
Revenues | 87,210 | 93,014 | 58,841 |
Terminalling services | Related party | |||
Revenues | |||
Revenues | 14,192 | 6,933 | 5,228 |
Fleet services | |||
Revenues | |||
Revenues | 1,854 | 1,084 | 622 |
Fleet services | Related party | |||
Revenues | |||
Revenues | $ 652 | $ 1,926 | $ 2,840 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 22,207 | $ 24,172 | $ 17,693 |
Other comprehensive income (loss) — foreign currency translation | 2,797 | (1,019) | (120) |
Comprehensive income | $ 25,004 | $ 23,153 | $ 17,573 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 22,207 | $ 24,172 | $ 17,693 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 22,132 | 23,092 | 6,110 |
Loss (gain) associated with derivative instruments | 937 | 140 | (5,161) |
Settlement of derivative contracts | 46 | 2,399 | 4,283 |
Unit based compensation expense | 4,143 | 4,074 | 2,461 |
Other | 629 | 907 | 1,473 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | 256 | 79 | 1,647 |
Accounts receivable — related party | (226) | 1,750 | (1,805) |
Prepaid expenses and other assets | 4,656 | 30 | (572) |
Other assets — related party | (253) | 0 | 0 |
Accounts payable and accrued expenses | 377 | (1,897) | (336) |
Accounts payable and accrued expenses — related party | 20 | (20) | (544) |
Deferred revenue and other liabilities | (7,636) | 1,854 | 9,500 |
Deferred revenue — related party | 531 | (2,850) | 585 |
Change in restricted cash | (94) | (654) | 870 |
Net cash provided by operating activities | 47,725 | 53,076 | 36,204 |
Cash flows from investing activities: | |||
Additions of property and equipment | (27,580) | (474) | (1,671) |
Proceeds from settlement of purchase price | 0 | 381 | 0 |
Acquisitions, net of cash received | 0 | 0 | (210,445) |
Purchase of derivative contracts | 0 | 0 | (1,167) |
Net cash used in investing activities | (27,580) | (93) | (213,283) |
Cash flows from financing activities: | |||
Payments for deferred financing costs | 0 | 0 | (854) |
Distributions | (35,075) | (29,665) | (24,032) |
Vested phantom units used for payment of participant taxes | (1,073) | (77) | 0 |
Net proceeds from issuance of common units | 33,700 | 0 | 0 |
Proceeds from issuance of General Partner units | 0 | 0 | 335 |
Proceeds from long-term debt | 50,000 | 20,000 | 203,000 |
Repayment of long-term debt | (71,342) | (41,556) | (30,492) |
Net cash provided by (used in) financing activities | (23,790) | (51,298) | 147,957 |
Effect of exchange rates on cash | (186) | (480) | (627) |
Net change in cash and cash equivalents | (3,831) | 1,205 | (29,749) |
Cash and cash equivalents — beginning of year | 11,705 | 10,500 | 40,249 |
Cash and cash equivalents — end of year | $ 7,874 | $ 11,705 | $ 10,500 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 7,874 | $ 11,705 |
Restricted cash | 5,914 | 5,433 |
Accounts receivable, net | 4,137 | 4,321 |
Accounts receivable — related party | 410 | 219 |
Prepaid expenses | 8,957 | 10,325 |
Other current assets | 226 | 2,562 |
Other current assets — related party | 79 | 0 |
Total current assets | 27,597 | 34,565 |
Property and equipment, net | 146,573 | 125,702 |
Intangible assets, net | 99,312 | 111,919 |
Goodwill | 33,589 | 33,589 |
Other non-current assets | 145 | 192 |
Other non-current assets — related party | 174 | 0 |
Total assets | 307,390 | 305,967 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,670 | 2,221 |
Accounts payable and accrued expenses — related party | 244 | 214 |
Deferred revenue, current portion | 22,011 | 26,928 |
Deferred revenue, current portion — related party | 5,115 | 4,292 |
Other current liabilities | 2,339 | 3,513 |
Total current liabilities | 32,379 | 37,168 |
Long-term debt, net | 200,627 | 220,894 |
Deferred revenue, net of current portion | 0 | 264 |
Deferred income tax liability, net | 614 | 823 |
Other non-current liabilities | 475 | 0 |
Total liabilities | 234,095 | 259,149 |
Commitments and contingencies (Note 14) | ||
Partners’ capital | ||
General partner units (461,136 authorized and issued at December 31, 2017 and 2016) | (50) | 111 |
Accumulated other comprehensive income (loss) | 1,640 | (1,157) |
Total partners’ capital | 73,295 | 46,818 |
Total liabilities and partners’ capital | 307,390 | 305,967 |
Common units | ||
Partners’ capital | ||
Partners’ capital | 131,169 | 122,802 |
Class A units | ||
Partners’ capital | ||
Partners’ capital | 1,356 | 1,811 |
Subordinated units | ||
Partners’ capital | ||
Partners’ capital | $ (60,820) | $ (76,749) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
General partner units, authorized (in units) | 461,136 | 461,136 |
General partner units, issued (in units) | 461,136 | 461,136 |
Common units | ||
Limited partnership units, authorized (in units) | 19,537,971 | 14,185,599 |
Limited partnership units, issued (in units) | 19,537,971 | 14,185,599 |
Class A units | ||
Limited partnership units, authorized (in units) | 250,000 | 250,000 |
Limited partnership units, issued (in units) | 82,500 | 138,750 |
Subordinated units | ||
Limited partnership units, authorized (in units) | 10,463,545 | 10,463,545 |
Limited partnership units, issued (in units) | 6,278,127 | 8,370,836 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Accumulated other comprehensive income (loss) | Class A units | Limited Partner | Limited PartnerCommon units | Limited PartnerClass A units | Limited PartnerSubordinated units | General Partner | First vesting trancheLimited PartnerClass A units |
Partners' capital account beginning balance (in shares) at Dec. 31, 2014 | 220,000 | 10,213,545 | 220,000 | 10,463,545 | 427,083 | ||||
Partners' capital account beginning balance at Dec. 31, 2015 | $ 49,760 | $ (138) | $ 141,374 | $ 1,749 | $ (93,445) | $ 220 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Units issued (in shares) | 1,733,582 | 34,053 | |||||||
Units issued | $ 15,325 | $ 335 | |||||||
Net income | 17,693 | 8,605 | 153 | 8,581 | 354 | ||||
Unit based compensation expense | 1,109 | 1,500 | |||||||
Forfeited units (in shares) | (35,000) | (35,000) | |||||||
Forfeited units | (245) | ||||||||
Distributions | (11,530) | (209) | (11,812) | ||||||
Distributions | (481) | ||||||||
Cumulative translation adjustment | (120) | (120) | |||||||
Partners' capital account ending balance at Dec. 31, 2014 | (18) | $ 127,865 | $ 550 | $ (90,214) | $ 12 | ||||
Partners' capital account ending balance (in shares) at Dec. 31, 2015 | 185,000 | 11,947,127 | 185,000 | 10,463,545 | 461,136 | ||||
Partners' capital account beginning balance at Dec. 31, 2016 | 46,818 | (1,157) | $ 122,802 | $ 1,811 | $ (76,749) | $ 111 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Conversion of units (in shares) | 2,138,959 | 2,092,709 | 46,250 | ||||||
Conversion of units | $ (18,300) | (871) | $ 19,171 | ||||||
Common units issued for vested phantom units (in units) | 99,513 | ||||||||
Common units issued for vested phantom units | $ (77) | ||||||||
Net income | 24,172 | 14,644 | 148 | 8,898 | 482 | ||||
Unit based compensation expense | 2,670 | 977 | |||||||
Forfeited units (in shares) | 0 | ||||||||
Distributions | (17,509) | (192) | (11,373) | ||||||
Distributions | (591) | ||||||||
Cumulative translation adjustment | (1,019) | (1,019) | |||||||
Partners' capital account ending balance at Dec. 31, 2015 | 49,760 | (138) | $ 141,374 | $ 1,749 | $ (93,445) | $ 220 | |||
Partners' capital account ending balance (in shares) at Dec. 31, 2016 | 138,750 | 14,185,599 | 138,750 | 8,370,836 | 461,136 | ||||
Partners' capital account beginning balance at Dec. 31, 2017 | 73,295 | 1,640 | $ 131,169 | $ 1,356 | $ (60,820) | $ (50) | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Units issued (in shares) | 3,000,000 | ||||||||
Units issued | $ 33,700 | ||||||||
Conversion of units (in shares) | 2,162,084 | 2,092,709 | 46,250 | ||||||
Conversion of units | $ (19,047) | (606) | $ 19,653 | ||||||
Common units issued for vested phantom units (in units) | 190,288 | ||||||||
Common units issued for vested phantom units | $ (1,073) | ||||||||
Net income | 22,207 | 15,718 | 86 | 5,807 | 596 | ||||
Unit based compensation expense | 3,694 | $ 450 | 23 | 1 | |||||
Forfeited units (in shares) | (10,000) | (10,000) | |||||||
Forfeited units | $ (247) | ||||||||
Distributions | (24,625) | (138) | (9,554) | ||||||
Distributions | (758) | ||||||||
Cumulative translation adjustment | 2,797 | 2,797 | |||||||
Partners' capital account ending balance at Dec. 31, 2016 | $ 46,818 | $ (1,157) | $ 122,802 | $ 1,811 | $ (76,749) | $ 111 | |||
Partners' capital account ending balance (in shares) at Dec. 31, 2017 | 82,500 | 19,537,971 | 82,500 | 6,278,127 | 461,136 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS General USD Partners LP and its consolidated subsidiaries, collectively referred to herein as we, us, our, the Partnership and USDP, is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC, or USD, through its wholly-owned subsidiary USD Group LLC, or USDG. We were formed to acquire, develop and operate midstream infrastructure and complimentary logistics solutions for crude oil, biofuels and other energy-related products. We generate substantially all of our operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. Our network of crude oil terminals facilitates the transportation of heavy crude oil from Western Canada to key demand centers across North America. Our operations include railcar loading and unloading, storage and blending in onsite tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. We also provide our customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons and biofuels by rail. We do not generally take ownership of the products that we handle nor do we receive any payments from our customers based on the value of such products. Our common units are traded on the New York Stock Exchange, or NYSE, under the symbol USDP. Our capital accounts at December 31, 2017 and 2016 include an approximate 1.7% and 2.0% general partner interest held by USD Partners GP LLC, a wholly-owned subsidiary of USDG, respectively. Our capital accounts were distributed as follows at the specified dates: December 31, 2017 2016 Common units held by the Public 54.1 % 47.5 % Common units held by USDG 20.0 % 13.8 % Subordinated units held by USDG 23.9 % 36.1 % Class A units held by management 0.3 % 0.6 % General partner interest held by USD Partners GP LLC 1.7 % 2.0 % 100.0 % 100.0 % US Development Group, LLC USD and its affiliates are engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USD is the indirect owner of our general partner through its direct ownership of USDG and is currently owned by Energy Capital Partners, Goldman Sachs and certain of USD’s management team members. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include, but are not limited to, the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the collectability of accounts receivable, the amounts of deferred revenue and related prepaid pipeline fees. Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year financial statements to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. Foreign Currency Translation We conduct a substantial portion of our operations in Canada, which we account for in the local currency, the Canadian dollar. We translate most Canadian dollar denominated balance sheet accounts into our reporting currency, the U.S. dollar at the end of period exchange rate, while most income statement accounts are translated into our reporting currency based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount. Revenue Recognition We derive our revenues from railcar loading and unloading services for bulk liquid products, including crude oil, biofuels, and related products, as well as sourcing railcar fleets and related logistics and maintenance services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with the applicable accounting guidance, we record revenues for fleet leases on a gross basis, since we are deemed the primary obligor for the services. We also recognize as revenue on our consolidated statements of income in “Freight and other reimbursables,” on a gross basis, the amounts we charge to our customers for the out-of-pocket expenses we have incurred to provide our railcar fleet services. We recognize revenue for terminalling services we provide based upon the contractual rates set forth in our agreements related to throughput volumes. All of the contracted capacity at our Casper, Hardisty and Stroud terminals is under multi-year agreements that contain “take-or-pay” provisions where we are entitled to payment from our customer of a minimum monthly commitment fee, regardless of whether the specified throughput to which the customer committed is achieved. These agreements grant the customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. With respect to the Casper terminal, the make-up rights generally expire within the three-month period, representing a calendar quarter, for which the volumes were originally committed. With respect to the Hardisty and Stroud terminals, the make-up rights typically expire, if unused, in subsequent periods up to six months following the period for which the volumes were originally committed. We defer the recognition of the revenue associated with volumes that are below the minimum monthly commitments until the earlier of (1) the period in which the throughput is utilized, (2) the customer’s ability to make up the minimum volume has expired in accordance with the terms of the agreements, or (3) we determine that the likelihood that the customer will be able to make up the minimum volume is remote. We recognize revenue for fleet leases and related party administrative services ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. We have deferred revenues for amounts collected in advance from customers in our Fleet services segment, which will be recognized as revenue as the underlying services are performed pursuant to the terms of our contracts. We have prepaid rent associated with these deferred revenues on our railcar leases, which we will recognize as expense over the contract period. In December 2013, USD Terminals Canada ULC, or USDTC, entered into a binding agreement with Canadian Pacific Railway Limited, which we refer to as CP, effective with the commencement of the Hardisty terminal operations in June 2014, whereby in consideration for CP being the sole rail freight transportation service provider at the Hardisty terminal for certain customers, CP agreed to pay USDTC an average incentive payment amount of C $100 per railcar shipped up to a maximum of C $12.5 million through mid-2017. We recognized these revenues in “Railroad incentives” in our consolidated statements of income as we utilized the services of CP pursuant to the terms of the agreement. Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for a majority of the states that impose an income tax. Taxes on our net income are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP, which, in October 2014, elected to be classified as an entity taxable as a corporation. Our income tax expense is predominantly attributable to Canadian federal and provincial income taxes imposed on our operations based in Canada. Additionally, we are also subject to state franchise tax in the State of Texas, which is treated as an income tax under the applicable accounting guidance. This state income tax is computed on our modified gross margin, which we have determined to be an income tax as set forth in the authoritative accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP. We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. Our policy is to recognize any interest or penalties related to the underpayment of income taxes as a component of income tax expense or benefit. We have not historically incurred any significant interest or penalties for the underpayment of income taxes. Net income for financial statement purposes may differ significantly from the taxable income we allocate to our unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements set forth in our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available. Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. Accounts Receivable Accounts receivable consist of billed and unbilled amounts due from our customers, which include crude oil producing and petroleum refining companies, as well as marketers of petroleum, petroleum products and biofuels, for services we have provided. We perform ongoing credit evaluations of our customers. When appropriate, we use the specific identification method to estimate allowances for doubtful accounts based on our customers’ financial condition and collection history, as well as other pertinent factors. Accounts are written-off against the allowance for doubtful accounts when significantly past due and we have deemed the amounts uncollectible. Contract Assets We recognize operating lease contracts that contain escalation clauses, during the lease term, on a straight-line basis over the term of the lease in our Consolidated Statements of Income and Consolidated Statements of Comprehensive Income. The difference between revenue and the amounts received under the lease contract are currently included in “Other current assets — related party” and “Other non-current assets — related party” in our Consolidated Balance Sheets. Capitalization Policies and Depreciation Methods We record property and equipment at its original cost, which we depreciate on a straight-line basis over the estimated useful lives of the assets, which range from five to 30 years . Our determination of the useful lives of property and equipment requires us to make various assumptions when the assets are acquired or placed into service about the expected usage, normal wear and tear and the extent and frequency of maintenance programs. Expenditures for repairs and maintenance are charged to expense as incurred, while improvements that extend the service life or capacity of existing property and equipment are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in our operating results. During construction we capitalize direct costs, such as labor, materials and overhead, as well as interest cost we may incur on indebtedness at our incremental borrowing rate. Asset Retirement Obligations We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying value of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. Legal obligations exist for our San Antonio and West Colton terminal facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We generally own the land on which our Casper, Stroud and Hardisty terminals and related facilities reside and as a result, similar legal obligations generally do not exist that would require us to remove our Casper, Stroud and Hardisty facilities at final abandonment. However, a portion of the Casper terminal and the Stroud pipeline are on land that is leased, where the lessor has the option to either purchase the facilities from us at salvage value, or to require us to remove our facilities at the termination of the lease and restore the land to its original condition. We have an asset retirement obligation for our San Antonio terminal facility in the amount of $1.0 million at December 31, 2017 , representing the costs we expect to incur at final abandonment resulting from the conclusion of our customer agreement that occurred May 1, 2017. The West Colton terminal operates in a geographical and regulatory environment that is significantly different from that of our San Antonio terminal and has unique operating characteristics that make determination of the economic life of the asset, coupled with the methods of settlement necessary for estimating the fair value of the ARO related to this facility, impracticable. With respect to the Casper and Stroud terminals, we cannot reasonably estimate the timing nor determine the method that the lessor will elect with regard to the action we will be required to take at the termination of the lease. In each of these cases, the asset retirement obligation cost is considered indeterminate because there is limited data or information that can be derived from past practice, industry practice, our intentions or the estimated economic life of the asset. Useful lives of our terminal facilities are primarily derived from available supply resources and ultimate consumption of those resources by end users. Many variables can affect the remaining lives of the assets, which preclude us from making a reasonable estimate of the ARO. We will recognize the fair value of an ARO for the Casper, Stroud and West Colton terminal facilities in the periods in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. Impairment of Long-lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include: a significant decrease in the market value of the asset, operating income or cash flows associated with the use of the asset and a significant change in the asset’s physical condition or use. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable based on the estimated future undiscounted cash flows, an impairment loss is recognized to the extent the carrying value exceeds the estimated fair value of the long-lived asset. As an example of the evaluation we perform, in late August 2017, a customer contract for terminalling services at our Casper terminal expired and was not renewed. The expiration of this contract represented a trigger event that required us to assess the recoverability of our long-lived assets associated with the Casper terminal at August 31, 2017. Our assessment of recoverability includes projected cash flow assumptions expected to be derived from our operation of the Casper terminal without regard to any expansion of its existing service potential at August 31, 2017. The assumptions underlying our cash flow projections include our ability to renew existing contracts and expand business with current customers, and our ability to enter into contracts with new customers and obtain additional commitments regarding the use of these facilities. The critical assumptions underlying our projections include: • widening price differentials, or spreads, between the WCS and WTI crude oil pricing indices; • increasing demand from West Coast refineries for Canadian crude oil due to the widening spreads between WCS and alternative crude oil feedstocks that are priced off of the WTI or Brent pricing indices; • incremental volumes of approximately 7,700 barrels per day, or bpd, for terminalling and storage services resulting from increasing demand from West Coast refineries for Canadian crude oil; • expansion of blending services business for distribution to local refineries; • operating expense reductions due to cost savings initiatives; • an eight -year remaining useful life of the primary asset, represented by our customer service agreement intangible asset of the Casper terminal asset group; and • a residual value of 9 x projected cash flows for the Casper terminal at the end of the eight year remaining life of the primary asset. The undiscounted cash flows from our projections exceeded the net carrying value of our long-lived assets at Casper as of August 31, 2017, and therefore no impairment was required. Based on current market conditions, no trigger events were identified as of December 31, 2017. To the extent that our assumptions as set forth above do not materialize as assumed, our projections of future financial performance underlying our cash flow projections for the Casper terminal could yield undiscounted cash flows and a fair value that indicate our long-lived assets are impaired. Intangible Assets Our intangible assets primarily consist of customer contracts. We amortize these assets on a straight-line basis over the weighted average useful lives of the underlying assets, representing the period over which the assets are expected to contribute directly or indirectly to our future cash flows. Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Currently, goodwill is only included in our Terminalling services segment as part of our Casper terminal reporting unit. As of December 31, 2017, the carrying amount of goodwill was $33.6 million . We do not amortize goodwill but test it for impairment annually based on the carrying values of our reporting unit on the first day of the third quarter of each year or more frequently if impairment indicators arise that suggest the carrying value of goodwill may be impaired. In testing goodwill for impairment, we make critical assumptions that include but are not limited to: (1) projections of future financial performance, which includes contract renewal expectations; (2) market weighted average cost of capital; (3) EBITDA multiples derived from stock prices of public companies with similar operating and investment characteristics; and (4) EBITDA multiples for transactions based on actual sales and purchases of comparable businesses. We recognize an impairment loss when the carrying amount of a reporting unit exceeds its implied fair value. We reduce the carrying value of goodwill to its fair value when we determine that an impairment has occurred. We had no impairment of goodwill for the year ended December 31, 2017 . Fair Value Measurements We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). • Level 3 — Significant unobservable inputs (including our own assumptions in determining fair value). We use the cost, income or market valuation approaches to estimate the fair value of our assets and liabilities when insufficient market-observable data is available to support our valuation assumptions. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and the long-term debt represented by our $400 million senior secured credit facility as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and, with respect to the senior secured credit facility, the frequent re-pricing of the underlying obligations. The fair value of our accounts receivable and payables with affiliates cannot be determined due to the related party nature of these items. Derivative Financial Instruments Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. In order to manage our exposure to fluctuations in interest rates and foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset a portion of these risks. We have a program that utilizes swaps, options and other financial instruments with similar characteristics to reduce the risks associated with volatility in our interest rates on our long-term debt and the effects of foreign currency exposures related to our Canadian subsidiaries, which have cash flows denominated in Canadian dollars. Under this program, our strategy is to have gains or losses on the derivative contracts mitigate the interest rate increases and foreign currency transaction gains or losses to the extent practical. Economically, the derivative contracts help us to limit our exposure such that the interest rate and exchange rate will effectively lie between the floor and the ceiling of the rates set forth in the derivative contacts or otherwise fix the exchange rate at a specified date and amount. As part of our purchase of the Stroud terminal and related facilities, we acquired crude oil used by the prior owner for line fill in the crude oil pipeline and for tank bottoms in the storage tanks. We sold substantially all of this crude oil during the year ended December 31, 2017 . In order to mitigate the potential risk of our long crude oil position on our results of operations, cash flows and financial positions, we entered into commodity swaps to fix the price that we received when we sold the crude oil. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecast transaction and are not entered into for speculative purposes. In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair market value as current or non-current assets or liabilities on a net basis by counterparty. We do not designate, nor have we historically designated, any of our derivative financial instruments as hedges of an underlying asset, liability and/or forecast transaction. To qualify for hedge accounting treatment as set forth in the authoritative accounting guidance, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation. As a result, changes in the fair value of our derivative financial instruments and the related cash settlement of matured contracts are recognized in “Gain associated with derivative instruments” on our consolidated statements of income. Refer to Note 18 — Derivative Financial Instruments . Recent Accounting Pronouncements Not Yet Adopted The Jumpstart Our Business Startups Act, or JOBS Act, provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to “opt out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Intangibles — Goodwill and Other In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2017-04, or ASU 2017-04, which amends the FASB Accounting Standards Codification, or ASC, Topic 350 to modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should recognize an impairment loss for the amount by which the carrying amount of a reporting unit exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The pronouncement is effective for fiscal years beginning after December 15, 2019, or for any interim impairment testing within those fiscal years and is required to be applied prospectively, with early adoption permitted. Any impairment assessment we perform subsequent to our adoption of the standard could produce an impairment of goodwill in a different amount than would result under current guidance to the extent the carrying amount of a reporting unit exceeds its fair value. Restricted Cash In November 2016, the FASB issued Accounting Standards Update No. 2016-18, or ASU 2016-18, which amends ASC Topic 230 to require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when we reconcile the beginning-of-period and end-of-period total amounts shown on our consolidated statements of cash flows. The pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and is required to be applied retrospectively for all financial statements presented, with early adoption permitted. We do not expect our adoption of this standard to have a material impact on our consolidated financial statements, other than the presentation of cash and cash equivalents within our consolidated statements of cash flows. Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, or ASU 2016-02, which amends ASC Topic 842 to require balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The amendment provides an option that permits us to elect not to recognize the lease assets and liabilities for leases with a term of 12 months or less. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. Additionally, the FASB has issued and is likely to continue issuing Accounting Standards Updates to clarify application of the guidance in the original standard and to provide practical expedients for implementing guidance, all of which will be effective upon adoption. Currently, we cannot reasonably estimate the impact our adoption of ASU 2016-02 will have on our consolidated financial statements. We do not currently recognize operating leases in our balance sheets as will be required by ASU 2016-02, but we record payments for operating leases as rent expense as incurred. Our process for implementing ASU 2016-02 will involve evaluating all of our existing leases with terms greater than 12 months to quantify the impact to our financial statements, developing accounting policies and internal control processes to address adherence to the requirements of the standard, evaluating the capability of existing accounting systems and any enhancements needed, determining the need to modify any bank or debt compliance requirements, and training and educating our workforce and the investment community regarding the financial statement impact that application of the standard will have. We have initiated steps to identify, accumulate and categorize our lease agreements into homogeneous groups to evaluate the particular terms and conditions for each type of agreement in relation to the requirements of ASU 2016-02 to determine the accounting impact, commonly referred to as an “Impact Assessment.” Once we have determined the impact ASU 2016-02 will have on our current accounting for each particular type of lease, we will develop accounting policies and internal control processes and initiate other steps to implement ASU 2016-02. We do not expect to early adopt the provisions of this standard. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers, followed by the issuance of certain additional related accounting standards updates, which have been incorporated into the Accounting Standards Codification, or ASC, as ASC 606. ASC 606 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most previously required revenue recognition guidance, including industry-specific guidance. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 permits two methods of adoption: (i) retrospectively to each prior reporting period presented (full retrospective method), or (ii) retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). We will adopt ASC 606 using the full retrospective method by restating each prior reporting period presented. ASC 606 is effective for us beginning January 1, 2018. We expect our adoption of ASC 606 to affect our previously reported amounts as presented in the following discussion and tables: Terminalling Services Revenue and Deferred Revenue — Terminalling services revenue will decrease by $2.5 million and increase by $2.0 million for the years ended December 31, 2017 and 2016, respectively, due to our adoption of ASC 606. The changes to our Terminalling services revenue represent the recognition of previously deferred revenue in connection with payments we receive from customers of our Hardisty and Stroud terminals for their minimum monthly volume commitments for the respective periods in connection with our adoption of ASC 606. We have historically deferred recognition of all such amounts due to the make-up rights we have granted customers of our Hardisty and Stroud terminals for periods up to six months following the month for which the minimum volume commitments were paid. Historically, breakage associated with thes |
NET INCOME PER LIMITED PARTNER
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income and any net income in excess of distributions to our limited partners, our general partner and the holder of the incentive distribution rights, or IDRs, according to the distribution formula for available cash as set forth in our partnership agreement. We allocate any distributions in excess of earnings for the period to our limited partners and general partner based on their respective proportionate ownership interests in us, as set forth in our partnership agreement, after taking into account distributions to be paid with respect to the IDRs. The formula for distributing available cash as set forth in our partnership agreement is as follows: Distribution Targets Portion of Quarterly Distribution Per Unit Percentage Distributed to Limited Partners Percentage Distributed to General Partner (including IDRs) (1) Minimum Quarterly Distribution Up to $0.2875 98% 2% First Target Distribution > $0.2875 to $0.330625 98% 2% Second Target Distribution > $0.330625 to $0.359375 85% 15% Third Target Distribution > $0.359375 to $0.431250 75% 25% Thereafter Amounts above $0.431250 50% 50% (1) Assumes our general partner maintains a 2% general partner interest in us. We determined basic and diluted net income per limited partner unit as set forth in the following tables: For the Year Ended December 31, 2017 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 15,718 $ 5,807 $ 86 $ 596 $ 22,207 Less: Distributable earnings (2) 26,909 8,986 120 845 36,860 Distributions in excess of earnings $ (11,191 ) $ (3,179 ) $ (34 ) $ (249 ) $ (14,653 ) Weighted average units outstanding (3) 17,924 6,565 94 461 Distributable earnings per unit (4) $ 1.50 $ 1.37 $ 1.27 Overdistributed earnings per unit (5) (0.62 ) (0.48 ) (0.36 ) Net income per limited partner unit (basic and diluted) $ 0.88 $ 0.89 $ 0.91 (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. The net income for each class of limited partner interest has been reduced by its proportionate amount of the approximate $185 thousand attributed to the general partner for its incentive distribution rights. (2) Represents the per unit distributions paid of $0.335 per unit for the three months ended March 31, 2017 , $0.34 per unit for the three months ended June 30, 2017 , $0.345 per unit for the three months ended September 30, 2017 , and $0.35 per unit distributable for the three months ended December 31, 2017 , representing the full year-distribution amount of $1.37 per unit. Amounts presented for each class of unit include a proportionate amount of the $1.2 million distributed and $388 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP Amended and Restated 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2016 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 14,644 $ 8,898 $ 148 $ 482 $ 24,172 Less: Distributable earnings (2) 18,708 11,041 183 608 30,540 Distributions in excess of earnings $ (4,064 ) $ (2,143 ) $ (35 ) $ (126 ) $ (6,368 ) Weighted average units outstanding (3) 13,867 8,668 145 461 Distributable earnings per unit (4) $ 1.35 $ 1.27 $ 1.26 Overdistributed earnings per unit (5) (0.29 ) (0.25 ) (0.24 ) Net income per limited partner unit (basic and diluted) $ 1.06 $ 1.02 $ 1.02 (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the year. (2) Represents the per unit distributions paid of $0.3075 per unit for the three months ended March 31, 2016 , $0.315 per unit for the three months ended June 30, 2016 , $0.3225 per unit for the three months ended September 30, 2016 and $0.33 per unit for the three months ended December 31, 2016 , representing the full year distribution of $1.275 per unit. Amounts presented for each class of units include a proportionate amount of the $1.0 million distributed for the year 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 for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2015 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 8,605 $ 8,581 $ 153 $ 354 $ 17,693 Less: Distributable earnings (2) 12,682 12,452 212 518 $ 25,864 Distributions in excess of earnings $ (4,077 ) $ (3,871 ) $ (59 ) $ (164 ) $ (8,171 ) Weighted average units outstanding (3) 10,427 10,464 201 431 Distributable earnings per unit (4) $ 1.22 $ 1.19 $ 1.05 Overdistributed earnings per unit (5) (0.39 ) (0.37 ) (0.29 ) Net income per limited partner unit (basic and diluted) $ 0.83 $ 0.82 $ 0.76 (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the year. (2) Represents the per unit distributions paid of $0.2875 per unit for the three months ended March 31, 2015 , $0.29 per unit for the three months ended June 30, 2015 , $0.2925 per unit for the three months ended September 30, 2015 and $0.30 per unit for the three months ended December 31, 2015 , representing the full year distribution of $1.17 per unit. Amounts presented for each class of units include a proportionate amount of the $434 thousand distributed for the year to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. |
CASPER TERMINAL ACQUISITION
CASPER TERMINAL ACQUISITION | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
CASPER TERMINAL ACQUISITION | CASPER TERMINAL ACQUISITION We acquired 100% of the membership interests of Casper Crude to Rail, LLC, which we refer to as the Casper terminal, in November 2015. The Casper terminal, primarily consists of a unit train-capable railcar loading facility with capacity in excess of 100,000 barrels per day, six storage tanks with 900,000 barrels of total capacity and a six -mile, 24 -inch diameter pipeline with a direct connection from Spectra Energy Partners’ Express Pipeline and from the Platte terminal. We acquired all of the issued and outstanding membership interests of the Casper terminal in exchange for approximately $ 210.4 million in cash, or the Cash Consideration, and 1,733,582 of our common units representing limited partner interests in us, or the Equity Consideration. The Cash Consideration, which includes approximately $ 2.1 million for initial working capital, was funded using approximately $ 35.0 million of cash on hand retained from the excess proceeds of our initial public offering in October 2014 and $ 175.4 million of senior secured credit facility borrowings. We issued the Equity Consideration to Cogent Energy Solutions, LLC, or Cogent, one of the owners of the Seller. The number of common units comprising the Equity Consideration was determined by reference to the volume-weighted average daily closing price of $9.62 per common unit for the 30 trading day period prior to October 12, 2015. In connection with the Equity Consideration issued to Cogent, our general partner contributed $0.3 million in exchange for 34,053 additional general partner units sufficient to maintaining its 2% general partner interest in us, on substantially the same terms as the common units issued to Cogent. We accounted for our acquisition of the Casper terminal as a business combination using the acquisition method, whereby we recognized the acquisition date fair value of the identifiable assets acquired and liabilities assumed with any unallocated purchase price paid being attributed to goodwill. We incurred approximately $0.5 million for transaction costs in connection with our acquisition of the Casper terminal, consisting primarily of legal and other professional fees, which we expensed as incurred and included in “Selling, general and administrative” within our consolidated statements of income. The following table summarizes our preliminary and final allocation of the consideration we paid for the Casper terminal among the assets acquired and liabilities assumed. We determined the fair value of the identifiable assets acquired and liabilities assumed based upon estimates and assumptions made by management and developed with the assistance of external advisers, with any consideration paid in excess of the fair value of the net assets being attributed to goodwill. Purchase Price Allocation Preliminary Final Consideration: (in thousands) Cash paid to Seller $ 210,445 $ 210,445 Fair value of equity issued to Seller 15,325 15,325 Total consideration $ 225,770 $ 225,770 Allocation of purchase price Working capital, net $ 1,530 $ 1,911 Property and equipment 64,204 64,204 Intangible assets 126,066 126,066 Goodwill 33,970 33,589 Total purchase price $ 225,770 $ 225,770 We have included the results of operations of the Casper terminal in our results of operations from the acquisition date. For the years ended December 31, 2017 and 2016 , the Casper terminal generated revenues of $26.7 million and $31.9 million and net income of $4.3 million and $10.3 million , respectively. From November 17, 2015 through December 31, 2015, the Casper terminal generated revenues of $3.8 million and net income of $0.8 million . The following table presents our unaudited pro forma consolidated financial information as if the closing of the Casper terminal acquisition had occurred on January 1, 2015: For the Year Ended December 31, 2015 (in thousands except per unit amounts) Total revenues $ 112,325 Operating income $ 30,997 Net income $ 21,310 Earnings per common unit (basic and diluted) $ 0.93 The unaudited pro forma financial information presented above has been prepared by combining our historical results and the historical results of the Casper terminal and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items. Other significant pro forma adjustments have been made to take into account, from the beginning of the period, additional depreciation and amortization of the fair value of the non-current assets resulting from the application of purchase accounting, as well as the additional interest expense we would have incurred from the incremental borrowings on our revolving credit facility. This pro forma information is not necessarily indicative of the actual results of operations that would have occurred if we had acquired the Casper terminal on January 1, 2015, or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings. Transition Services Agreement In connection with our acquisition of the Casper terminal, we also entered into a transition services agreement with Cogent, pursuant to which Cogent provided certain accounting, administrative, customer support and information technology support services to the Casper terminal for a period of approximately three months following the closing while we transitioned such services to our management. |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2017 | |
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 that we entered into during 2015 in connection with the development of our Hardisty terminal. The collaborative arrangement is further discussed in Note 11. Collaborative Arrangement . As of December 31, 2017 and 2016 , we had restricted cash balances of $5.9 million and $5.4 million , respectively, for undistributed amounts retained in our joint revenue collection bank account. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE We had no allowances for doubtful accounts at December 31, 2017 and 2016 . In addition, we had no bad debt expense for the years ended December 31, 2017 , 2016 and 2015 in our consolidated statements of income. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Our property and equipment is comprised of the following: December 31, Estimated Useful Lives (Years) 2017 2016 (in thousands) Land $ 10,245 $ 9,636 N/A Trackage and facilities 128,568 108,782 10-30 Pipeline 16,336 10,313 20-25 Equipment 12,926 8,234 3-10 Furniture 67 44 5-10 Total property and equipment 168,142 137,009 Accumulated depreciation (22,369 ) (13,821 ) Construction in progress (1) 800 2,514 Property and equipment, net $ 146,573 $ 125,702 (1) The amounts classified as “Construction in progress” are excluded from amounts being depreciated. These amounts represent property that is not yet ready to be placed into productive service as of the respective consolidated balance sheet date. We had no capitalized interest costs for the years ended December 31, 2017 , 2016 and 2015 . Depreciation Depreciation expense associated with Property and equipment totaled approximately $9.5 million , $10.4 million , and $4.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. In December 2017, we recognized non-cash impairment charges totaling approximately $1.7 million to reduce the book value of certain assets included in our Terminalling services segment to their net realizable value less selling costs. We included this charge for impairment in “Depreciation and amortization” within our consolidated statements of income. In August 2016, we received notification from the sole customer of our San Antonio terminal stating their intent to terminate our terminalling services agreement with them. The agreement subsequently ended in May 2017. In connection with conclusion of this agreement, the lessor of the real property upon which the San Antonio terminal resides notified us of their intent to terminate our lease with them concurrently with the conclusion of our terminalling services agreement discussed above. As a result of these events, we recognized a non-cash impairment loss of approximately $3.5 million for the year ended December 31, 2016, to write down the non-current assets of the terminal to fair market value, the charge for which we have included in “Depreciation and amortization” within our consolidated statements of income. The impairment loss includes an asset retirement obligation of $1.0 million for amounts we expect to spend to restore the property to its original condition. We determined the fair market value of these assets to approximate $0.2 million , based upon market prices for similar assets and discounted cash flows we expected to derive from their use through the contract end date. The San Antonio terminal is included in our Terminalling services segment as reported in our segment results included in Note 15 — Segment Reporting. Asset Purchase On June 2, 2017 , we acquired a 76 -acre crude oil terminal in Stroud, Oklahoma, the Stroud terminal, for $22.8 million in cash, to facilitate rail-to-pipeline shipments of crude oil from our Hardisty terminal to Cushing, Oklahoma. The Stroud terminal includes current unit train unloading capacity of approximately 50,000 bpd, two onsite tanks with 140,000 barrels of total capacity and a truck bay. Additionally, the terminal includes a 12 -inch diameter, 17 -mile pipeline with a direct connection to the crude oil storage hub located in Cushing, Oklahoma. In connection with the transaction, we also purchased approximately $1.4 million of crude oil used by the prior owner for line fill and tank bottoms and capitalized approximately $1.3 million of one-time costs. We accounted for the acquisition of the Stroud terminal as an asset purchase, as a result of our early adoption of Financial Accounting Standards Board, or FASB, Accounting Standards Update No. 2017-01, or ASU 2017-01, which clarifies the definition of a business as set forth in Topic 805 of the FASB Accounting Standards Codification, or ASC. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. Our goodwill originated from our acquisition of the Casper terminal, which is included in our Terminalling services segment. As of December 31, 2017 , the carrying amount of our goodwill was $33.6 million . Changes in the balance of Goodwill are presented in the following table (in thousands): Balance at December 31, 2015 $ 33,970 Proceeds from settlement of Casper purchase price (381 ) Balance at December 31, 2016 and 2017 $ 33,589 We test goodwill for impairment annually based on the carrying values of our reporting units on the first day of the third quarter of each year, or more frequently if events or changes in circumstances suggest that the fair value of a reporting unit is less than its carrying value. During the third quarter of 2017, we completed our annual goodwill impairment analysis and determined that the fair value of the Casper terminal reporting unit exceeded its carrying value at July 1, 2017 . An impairment charge would have resulted if our estimate of the fair value of the Casper terminal reporting unit was approximately 5% less than the amount determined. The critical assumptions used in our analysis include the following: 1) a weighted average cost of capital of 10.5% ; 2) a capital structure consisting of approximately 35% debt and 65% equity; 3) a range of EBITDA multiples derived from equity prices of public companies with similar operating and investment characteristics, from 8.25x to 9.25x ; and 4) a range of EBITDA multiples for transactions based on actual sales and purchases of comparable businesses, from 8.25x to 9.25x . We measured the fair value of our Casper terminal reporting unit by using an income analysis, market analysis and transaction analysis with weightings of 50% , 25% and 25% , respectively. Our estimate of fair value required us to use significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of our Casper terminal. The undiscounted cash flows from our projections exceeded the net carrying value of our long-lived assets at Casper as of August 31, 2017, and therefore no impairment was required. Based on current market conditions, no trigger events were identified as of December 31, 2017 . Intangible Assets The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: December 31, 2017 December 31, 2016 (in thousands) Carrying amount: Customer service agreements $ 125,960 $ 125,960 Other 106 106 Total carrying amount 126,066 126,066 Accumulated amortization: Customer service agreements (26,731 ) (14,135 ) Other (23 ) (12 ) Total accumulated amortization (26,754 ) (14,147 ) Total intangible assets, net $ 99,312 $ 111,919 Our identifiable intangible assets at December 31, 2017 and 2016 , originated from our acquisition of the Casper terminal and are directly associated with our Terminalling services segment. Refer to Note 4 — Casper Terminal Acquisition for additional discussion of the Casper terminal acquisition. The customer service agreements intangible assets are derived from the multi-year, take-or-pay agreements. The acquisition date fair value attributed to the intangible assets was based on the present value of the future revenue stream expected to be derived from our relationships with existing customers of the Casper terminal and the additional service potential associated with these assets, which we expect to continue over a period of approximately 10 years. At December 31, 2017 , the remaining average life of the agreements is 1.4 years until the next renewal. We amortize our intangibles on a straight-line basis over the 10 year estimated useful lives of these assets. We determined the expiration of a customer contract for terminal services at our Casper terminal in August 2017 was an event that required us to evaluate our Casper terminal asset group for impairment. Our projections of the undiscounted cash flows expected to be derived from the operation and disposition of the Casper terminal asset group exceeded the carrying value of the asset group as of August 31, 2017, the date of our evaluation, indicating cash flows were expected to be sufficient to recover the carrying value of the Casper terminal asset group. The pre-tax amortization expense associated with intangible assets totaled approximately $12.6 million for the years ended December 31, 2017 and 2016 and approximately $1.5 million for the year ended December 31, 2015 . We expect the annual pre-tax amortization expense associated with our intangible assets at December 31, 2017 , to approximate $12.6 million for each of the next five years. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Credit Agreement We have a senior secured credit agreement, the Credit Agreement, comprised of a $400 million revolving credit facility (subject to the limits set forth therein), the Revolving Credit Facility, with Citibank, N.A., as administrative agent, and a syndicate of lenders. The Credit Agreement is a five year committed facility that matures on October 15, 2019. Previously, the Credit Agreement included a $300 million Revolving Credit Facility and a $100 million term loan (borrowed in Canadian dollars), the Term Loan Facility, which we repaid in March 2017. As we repaid amounts outstanding on the Term Loan Facility, the availability on our Revolving Credit Facility was automatically increased to the full $400 million of credit available under the Credit Agreement. Our Revolving Credit Facility and any issuances of letters of credit are available for working capital, capital expenditures, permitted acquisitions and general partnership purposes, including distributions. We have the ability to increase the maximum amount of credit available under the Credit Agreement, as amended, by an aggregate amount of up to $100 million to a total facility size of $500 million , subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. The Revolving Credit Facility includes an aggregate $20 million sublimit for standby letters of credit and a $20 million sublimit for swingline loans. Obligations under the Revolving Credit Facility are guaranteed by our restricted subsidiaries (as such term is defined in our senior secured credit facility) and are secured by a first priority lien on our assets and those of our restricted subsidiaries, other than certain excluded assets. Our borrowings under the Revolving Credit Facility bear interest at either a base rate and Canadian prime rate plus an applicable margin ranging from 1.25% to 2.25% , or at the London Interbank Offered Rate, or LIBOR, or the Canadian Dealer Offered Rate, or CDOR, plus an applicable margin ranging from 2.25% to 3.25% . Borrowings under the Term Loan Facility bear interest at either the base rate or Canadian prime rate plus a margin ranging from 1.35% to 2.35% , or at LIBOR or CDOR, as applicable, plus an applicable margin ranging from 2.35% to 3.35% . The applicable margin, as well as a commitment fee on the Revolving Credit Facility of 0.375% to 0.50% per annum on unused commitments, will vary based upon our consolidated net leverage ratio, as defined in our Credit Agreement. The actual average interest rate on our outstanding indebtedness was 4.00% and 3.66% at December 31, 2017 and 2016 , respectively. Effective November 2017, we entered into a collar contract with a notional amount of $100 million to manage our exposure to fluctuations in the rates of interest we are charged on our Revolving Credit Agreement. Refer to Note 18. Derivative Financial Instruments for additional discussion of these collar agreements. Our Credit Agreement contains affirmative and negative covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, engage in business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets or enter into burdensome agreements or enter into transactions with affiliates on terms that are not arm’s length, in each case, subject to exceptions. Additionally, we are required to maintain the following financial ratios, each determined on a quarterly basis for the immediately preceding four quarter period then ended (or such shorter period as shall apply, on an annualized basis): • Consolidated Interest Coverage Ratio (as defined in the credit agreement) of at least 2.50 to 1.00; • Consolidated Leverage Ratio of not greater than 4.50 to 1.00 (or 5.00 to 1.00 at any time after we have issued at least $150.0 million of unsecured notes). In addition, upon the consummation of a Material Acquisition (as defined in our Credit Agreement), for the fiscal quarter in which the Material Acquisition is consummated and for two fiscal quarters immediately following such fiscal quarter (the “Material Acquisition Period”), if elected by us by written notice to the Administrative Agent given on or prior to the date of such acquisition, the maximum permitted ratio shall be increased by 0.50 to 1.00 above the otherwise relevant level; and • after we have issued at least $150.0 million of unsecured notes, a Consolidated Senior Secured Leverage Ratio (as defined in the Credit Agreement) of not greater than 3.50 to 1.00 (or 4.00 to 1.00 during a Material Acquisition Period). Our Credit Agreement generally prohibits us from making cash distributions (subject to exceptions as set forth in the Credit Agreement). However, so long as no default exists or would be caused by making a cash distribution, we may make cash distributions to our unitholders up to the amount of our available cash (as defined in our partnership agreement). The Credit Agreement contains events of default, including, but not limited to (and subject to grace periods in circumstances set forth in the Credit Agreement), the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant that does not have certain materiality qualifiers contained in the Credit Agreement or related loan documentation, any representation, warranty or certification made or deemed made in the agreements or related loan documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in our ownership or the ownership of our general partner, material judgments or orders, certain judgment defaults, ERISA events or the invalidity of the loan documents. Upon the occurrence and during the continuation of an event of default under the agreements, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against us and the collateral as may be available to the lenders under the agreements and related documentation or applicable law. As of December 31, 2017 , we were in compliance with the covenants set forth in our Credit Agreement. Our long-term debt balances included the following components as of the specified dates: December 31, 2017 2016 (in thousands) Term Loan Facility $ — $ 10,128 Revolving Credit Facility 202,000 213,000 Less: Deferred financing costs, net (1,373 ) (2,234 ) Total long-term debt, net $ 200,627 $ 220,894 We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates: December 31, 2017 2016 (in millions) Aggregate borrowing capacity under the Credit Agreement $ 400.0 $ 400.0 Less: Term Loan Facility amounts outstanding — 10.1 Revolving Credit Facility amounts outstanding 202.0 213.0 Letters of credit outstanding — — Available under the Credit Agreement (1) $ 198.0 $ 176.9 (1) Pursuant to the terms of our Credit Agreement, our borrowing capacity currently is limited to 5.0 times our trailing 12-month consolidated EBITDA for the quarter in which a material acquisition occurs and the two quarters following a material acquisition, as defined in our Credit Agreement, after which time the covenant returns to 4.5 times our trailing 12-month consolidated EBITDA. Our acquisition of the Stroud terminal is treated as a material acquisition under the terms of our Credit Agreement. As a result, our borrowing capacity was limited to 5.0 times our trailing 12-month consolidated EBITDA through December 31, 2017 . Interest expense associated with our outstanding indebtedness was as follows for the specified periods: For the Years Ended December 31, 2017 2016 2015 (in thousands) Interest expense on Credit Agreement $ 9,064 $ 8,986 $ 3,773 Amortization of deferred financing costs 861 861 659 Total interest expense $ 9,925 $ 9,847 $ 4,432 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUE | DEFERRED REVENUE Our deferred revenue includes amounts we have received in cash from customers as payment for their minimum monthly commitment fees under take-or-pay contracts, where such payments exceed the charges implied by the customer’s actual throughput based on contractual rates set forth in our terminalling services agreements. We grant customers of our Hardisty and Stroud terminals a credit for periods up to six months , which may be used to offset fees on throughput in excess of their minimum monthly commitments in future periods, to the extent capacity is available for the excess volume. We refer to these credits as make-up rights. We defer revenue associated with make-up rights until the earlier of when the throughput is utilized, the make-up rights expire, or when it is determined that the likelihood that the customer will utilize the make-up right is remote. A majority of our deferred revenue derived from the make-up rights provisions of our terminalling services agreements are denominated in Canadian dollars and translated into U.S. dollars at the exchange rate in effect at the end of the period. As a result, the balance of our deferred revenue may vary from period to period due to changes in the exchange rate between the U.S. dollar and the Canadian dollar. Our deferred revenue also includes amounts collected in advance from customers of our Fleet services business, which will be recognized as revenue when earned pursuant to the terms of our contractual arrangements. We have likewise prepaid the rent on our railcar leases that are associated with the deferred revenue, which we will recognize as expense concurrently with our recognition of the associated revenue. The following table provides details of our deferred revenue from unrelated customers as reflected in our consolidated balance sheets as of the dates indicated: December 31, 2017 2016 (in thousands) Customer prepayments, current portion (1) $ 284 $ 3,705 Minimum monthly commitment fees 21,727 23,223 Total deferred revenue, current portion $ 22,011 $ 26,928 Customer prepayments (1) $ — $ 264 Total deferred revenue, net of current portion $ — $ 264 (1) Represents amounts associated with lease payments received in advance from our Fleet services customers. Refer to Note 13—Transactions with Related Parties for a discussion of deferred revenues associated with related parties included in our consolidated balance sheets. |
COLLABORATIVE ARRANGEMENT
COLLABORATIVE ARRANGEMENT | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATIVE ARRANGEMENT | 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 connected to our Hardisty terminal. Gibson’s storage terminal is the exclusive means by which our Hardisty terminal receives crude oil. Subject to certain limited exceptions regarding manifest train facilities, our Hardisty terminal is the exclusive means by which crude oil from Gibson’s Hardisty storage terminal may be transported by rail. We remit pipeline fees to Gibson for the transportation of crude oil to our Hardisty terminal based on a predetermined formula. Pursuant to our arrangement with Gibson, we incurred $23.4 million , $20.8 million and $17.2 million of expenses for the years ended December 31, 2017 , 2016 and 2015 , respectively, which are presented as “Pipeline fees” in our consolidated statements of income. Additionally, at December 31, 2017 and 2016 , we had prepaid pipeline fees of $6.4 million and $6.8 million , respectively, included in “Prepaid expenses” on our consolidated balance sheets, which we will recognize as expense concurrently with our recognition of revenue that we deferred in connection with our minimum monthly volume commitments. |
NONCONSOLIDATED VARIABLE INTERE
NONCONSOLIDATED VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NONCONSOLIDATED VARIABLE INTEREST ENTITIES | NONCONSOLIDATED VARIABLE INTEREST ENTITIES In 2014, we entered into purchase, assignment and assumption agreements to assign payment and performance obligations for certain operating lease agreements with lessors, as well as customer fleet service payments related to these operating leases, with unconsolidated entities in which we have variable interests. These variable interest entities, or VIEs, include LRT Logistics Funding LLC, USD Fleet Funding LLC, USD Fleet Funding Canada Inc., and USD Logistics Funding Canada Inc. We treat these entities as variable interests under the applicable accounting guidance due to their having an insufficient amount of equity invested at risk to finance their activities without additional subordinated financial support. We are not the primary beneficiary of the VIEs, as we do not have the power to direct the activities that most significantly affect the economic performance of the VIEs, nor do we have the power to remove the managing member under the terms of the VIEs’ limited liability company agreements. Accordingly, we do not consolidate the results of the VIEs in our consolidated financial statements. Prior to July 1, 2016, our activities with the VIEs were treated as related party transactions and disclosed in Note 13 – Transactions with Related Parties due to the managing member of the VIEs being a member of the board of directors of USD. The managing member subsequently transferred ownership and control of the companies to a party that is unaffiliated with USD or us. As a result, for periods following June 30, 2016, we no longer treat the VIEs as related parties. The following table summarizes the total assets and liabilities between us and the VIEs as reflected in our consolidated balance sheets at December 31, 2017 and 2016 , as well as our maximum exposure to losses from entities in which we have a variable interest, but are not the primary beneficiary. Generally, our maximum exposure to losses is limited to amounts receivable for services we provided, reduced by any deferred revenues. December 31, 2017 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 30 $ — $ — Accounts payable — — — Deferred revenue, current portion — 284 — Deferred revenue, net of current portion — — — $ 30 $ 284 $ — December 31, 2016 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 7 $ — $ — Accounts payable — 3 — Deferred revenue, current portion — 1,297 — Deferred revenue, net of current portion — 264 — $ 7 $ 1,564 $ — We have assigned certain payment and performance obligations under the leases and master fleet service agreements for 2,613 of the railcars to the VIEs, but we have retained certain rights and obligations with respect to the servicing of these railcars. During the years 2017 , 2016 and 2015 , we provided no explicit or implicit financial or other support to these VIEs that were not previously contractually required. |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2017 | |
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 infrastructure across North America. USD is also the sole owner of USDG and the ultimate parent of our general partner. USD is owned by Energy Capital Partners, Goldman Sachs and certain members of its management. USDG is the sole owner of our general partner and at December 31, 2017 , owns 5,278,963 of our common units and all 6,278,127 of our subordinated units representing a combined 43.9% limited partner interest in us. USDG also provides us with general and administrative support services necessary for the operation and management of our business. USD Marketing LLC, or USDM, is a wholly-owned subsidiary of USDG organized to promote contracting for services provided by our terminals and facilitate the marketing of customer products. USD Partners GP LLC, our general partner, currently owns all 461,136 of our general partner units representing a 1.7% general partner interest in us, as well as all of our incentive distribution rights. Pursuant to our partnership agreement, our general partner is responsible for our overall governance and operations. Omnibus Agreement We are a party to an omnibus agreement with USD, USDG and certain of their subsidiaries including our general partner that provide for the following: • our payment of an annual amount to USDG for providing certain general and administrative services by USDG and its affiliates and executive management services by officers of our general partner. We also incur and pay additional amounts that are based on the costs actually incurred by USDG and its affiliates in providing the services; • our right of first offer to acquire any Hardisty expansion projects, as well as other additional midstream infrastructure that USD and USDG may construct or acquire in the future; • our obligation to reimburse USDG for any out-of-pocket costs and expenses incurred by USDG in providing general and administrative services (which reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement), as well as any other out-of-pocket expenses incurred by USDG on our behalf; and • an indemnity by USDG for certain environmental and other liabilities, and our obligation to indemnify USDG and its subsidiaries for events and conditions associated with the operation of our assets that occur after the closing of the initial public offering, or IPO, and for environmental liabilities related to our assets to the extent USDG is not required to indemnify us. So long as USDG controls our general partner, the omnibus agreement will remain in full force and effect. If USDG ceases to control our general partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. Payment of Annual Fee and Reimbursement of Expenses We pay USDG, in equal monthly installments, the annual amount USDG estimates will be payable by us during the calendar year for providing services for our benefit. The omnibus agreement provides that this amount, which included a fixed annual fee of $3.3 million , $3.2 million and $2.5 million for the years ended December 31, 2017 , 2016 and 2015 respectively, may be adjusted annually to reflect, among other things, changes in the scope of the general and administrative services provided to us due to a contribution, acquisition or disposition of assets by us, or our subsidiaries, or for changes in any law, rule or regulation applicable to us, which affects the cost of providing the general and administrative services. We also reimburse USDG for any out-of-pocket costs and expenses incurred on our behalf in providing general and administrative services to us. This reimbursement is in addition to the amounts we pay to reimburse our general partner and its affiliates for certain costs and expenses incurred on our behalf for managing our business and operations, as required by our partnership agreement. The total amounts charged to us under the omnibus agreement for the years ended December 31, 2017 , 2016 and 2015 was $5.9 million , $5.8 million and $4.7 million , respectively, which amounts are included in “Selling, general and administrative — related party” in our consolidated statements of income. We had a payable balance of $0.2 million with respect to these costs at both December 31, 2017 and 2016 , included in “Accounts payable and accrued expenses — related party” within our consolidated balance sheets. From time to time, in the ordinary course of business, USD and its affiliates may receive vendor payments or other amounts due to us or our subsidiaries. In addition, we may make payments to vendors and other unrelated parties on behalf of USD and its affiliates for which they routinely reimburse us. We had no significant receivable or payable at December 31, 2017 , and a receivable balance of $0.2 million at December 31, 2016 , associated with these transactions included in “Accounts receivable — related party” within our consolidated balance sheet. Right of First Offer Under the omnibus agreement, until October 15, 2021, prior to engaging in any negotiation regarding the sale, transfer or disposition of certain specified expansion projects at our Hardisty terminal retained by USDG or any other midstream infrastructure assets that USD or USDG may develop, construct or acquire, USD or USDG is required to provide written notice to us setting forth the material terms and conditions upon which USD or USDG would sell or transfer such assets or businesses to us. Following the receipt of such notice, we will have 60 days to determine whether the asset is suitable for our business at that particular time and to propose a transaction with USD or USDG. We and USD or USDG will then have 60 days to negotiate in good faith to reach an agreement on such transaction. If we and USD or USDG, as applicable, are unable to agree on terms during such 60 -day period, then USD or USDG, as applicable, may transfer such asset to any third party during a 180 -day period following the expiration of such 60 -day period on terms generally no less favorable to the third party than those included in the written notice. Our decision to make any offer will require the approval of the conflicts committee of the board of directors of our general partner. The consummation and timing of any acquisition by us of the assets covered by our right of first offer will depend on, among other factors, USD or USDG’s decision to sell an asset covered by our right of first offer, our ability to reach an agreement with USD or USDG on the price and other terms and our ability to obtain financing on acceptable terms. USD or USDG are under no obligation to accept any offer that we may choose to make. Additionally, the approval of Energy Capital Partners is required for the sale of any assets by USD or its subsidiaries, including sales to or by USDG and us (other than sales in the ordinary course of business), acquisitions of securities of other entities that exceed specified materiality thresholds and any material unbudgeted expenditures or deviations from our approved budgets. Energy Capital Partners may make these decisions free of any duty to us and our unitholders. This approval would be required for the potential acquisition by us of any Hardisty expansion projects, as well as any other projects or assets that USD or USDG may develop or acquire in the future or any third-party acquisition we may intend to pursue jointly or independently from USD or USDG. Energy Capital Partners is under no obligation to approve any such transaction. Indemnification USDG indemnifies us for certain defects in title to the assets contributed to us and failure to obtain certain consents, licenses and permits necessary to conduct our business, including the cost of curing any such condition and certain tax liabilities attributable to the operation of the assets contributed to us prior to the time they were contributed that are identified prior to October 15, 2019. In addition, USDG also indemnifies us for liabilities, subject to an aggregate deductible of $500,000 relating to: • the consummation of the IPO contribution transactions; • events and conditions associated with any assets retained by USDG; and • all tax liabilities attributable to the assets contributed to us that arose prior to the closing of the IPO or otherwise related to USDG’s contribution of those assets to us in connection with the IPO. Assignment of Costs During the first quarter of 2015, USDG assumed the obligation to pay a portion of the freight costs associated with the movement of empty railcars related to a customer contract entered into in June 2013, prior to our formation. The assumption was effective as of January 1, 2015, and included reimbursement to us for any amounts we paid subsequent to the effective date. We did not receive any significant reimbursements in 2017 or 2016 , and we had no amounts receivable with respect to these costs at December 31, 2017 and 2016 . We received reimbursements pursuant to the terms of the assumption agreement of $2.9 million for the year ended December 31, 2015 . Marketing Services Agreement In connection with our purchase of the Stroud terminal, we entered into a Marketing Services Agreement, effective as of May 31, 2017, with USDM, whereby we granted USDM the right to market the capacity at the Stroud terminal in excess of the capacity of our initial customer in exchange for a nominal per barrel fee. USDM is obligated to fund any related capital costs associated with increasing the throughput or efficiency of the terminal to handle additional throughput. Upon expiration of our contract with the initial Stroud customer in June 2020, the same marketing rights will apply to all throughput at the Stroud terminal in excess of the throughput necessary for the Stroud terminal to generate Adjusted EBITDA that is at least equal to the average monthly Adjusted EBITDA derived from the initial Stroud terminal customer during the 12 months prior to expiration. We also granted USDG the right to develop other projects at the Stroud terminal in exchange for the payment to us of market-based compensation for the use of our property for such development projects. Any such development projects would be wholly-owned by USDG and would be subject to our existing right of first offer with respect to midstream projects developed by USDG. Payments made under the Marketing Services Agreement during the periods presented in this report are discussed below under the heading “ Related Party Revenue and Deferred Revenue. ” Variable Interest Entities We entered into purchase, assignment and assumption agreements to assign payment and performance obligations for certain operating lease agreements, as well as customer fleet service payments related to these operating leases, with the VIEs. Prior to July 1, 2016, a member of the board of directors of USD exercised control over the VIEs as its managing member. Subsequent to June 30, 2016, the managing member transferred ownership of the VIEs to a party that is unaffiliated with USD or us. As a result, for periods following June 30, 2016, we no longer treat the VIEs as related parties. Refer to Note 12 – Nonconsolidated Variable Interest Entities for additional discussion and information regarding transactions with the VIEs subsequent to June 30, 2016. For periods prior to July 1, 2016, our related party sales to the VIEs are included in the accompanying consolidated statements of income as set forth in the following table for the indicated periods: For the Years Ended December 31, 2017 2016 2015 (in millions) Fleet services — related parties $ — $ 0.8 $ 1.9 Related Party Revenue and Deferred Revenue We have agreements to provide terminalling and fleet services for USDM with respect to our Hardisty terminal and terminalling services with respect to our Stroud terminal, which also include reimbursement to us for certain out-of-pocket expenses we incur. In connection with our acquisition of the Stroud terminal, USDM assumed the rights and obligations for additional terminalling capacity at our Hardisty terminal from another customer, effective as of June 1, 2017, to facilitate the origination of crude oil barrels by the Stroud terminal customer from our Hardisty terminal for delivery to the Stroud terminal. As a result of the assumption of these rights and obligations by USDM, and in order to accommodate the needs of the Stroud terminal customer, the contracted term for the capacity held by USDM has been extended to June 30, 2020. USDM controls approximately 25% of the available monthly capacity of the Hardisty terminal at December 31, 2017. The terms and conditions of these agreements are similar to the terms and conditions of agreements we have with other parties at the Hardisty terminal that are not related to us. We also entered into a Marketing Services Agreement with USDM effective as of May 31, 2017, as discussed above, in connection with our acquisition of the Stroud terminal. Pursuant to the terms of the agreement, we receive a fixed amount per barrel from USDM in exchange for marketing the additional capacity available at the Stroud terminal. We include amounts received pursuant to this arrangement as revenue in the table below under “Terminalling services - related party.” For the years ended December 31, 2017, 2016 and 2015, we have not received any payments pursuant to this agreement. Our related party revenue from USDM as described above are presented below in the following table for the indicated periods: For the Years Ended December 31, 2017 2016 2015 (in thousands) Terminalling services — related party $ 14,192 $ 6,933 $ 5,228 Fleet leases — related party 4,401 3,560 4,123 Fleet services — related party 652 1,116 966 Freight and other reimbursables — related party 2 — 85 $ 19,247 $ 11,609 $ 10,402 We had $0.4 million receivable from USDM as of December 31, 2017 , and no significant amounts receivable at December 31, 2016 , recorded in “Accounts receivable — related party.” We have deferred revenue included in “Deferred revenue, current portion – related party” in our consolidated balance sheets associated with our terminalling and fleet services agreements with USDM for amounts we have collected from them for their minimum volume commitment fees and prepaid lease amounts as follows for the indicated periods: December 31, 2017 2016 (in thousands) Other current and non-current assets — related party (1) $ 253 $ — Customer prepayments, current portion (2) $ 410 $ 390 Minimum monthly commitment fees 4,705 3,902 Total deferred revenue, current portion — related party $ 5,115 $ 4,292 (1) Represents non-cash lease revenues associated with the recognition of our lease contracts. (2) Represents amounts associated with lease payments received in advance. Cash Distributions We paid the following aggregate cash distributions to USDG as a holder of our common units and as the sole owner of our subordinated units and to USD Partners GP LLC for their general partner interest and as holder of our IDRs. Year Ended December 31, 2017 Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 1, 2017 February 13, 2017 February 17, 2017 $ 3,814 $ 152 April 27, 2017 May 8, 2017 May 12, 2017 3,872 170 July 27, 2017 August 7, 2017 August 11, 2017 3,929 194 October 26, 2017 November 6, 2017 November 13, 2017 3,987 216 $ 15,602 $ 732 Year Ended December 31, 2016 Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 4, 2016 February 15, 2016 February 19, 2016 $ 3,467 $ 138 April 28, 2016 May 9, 2016 May 13, 2016 3,554 142 July 28, 2016 August 8, 2016 August 12, 2016 3,640 145 October 27, 2016 November 7, 2016 November 14, 2016 3,727 149 $ 14,388 $ 574 Transition Services Agreement In connection with our acquisition of the Casper terminal in November 2015, we entered into a transition services agreement with Cogent, pursuant to which Cogent provided certain accounting, administrative, customer support and information technology support services to the Casper terminal for three months following the November 17, 2015, closing date, while we transitioned such services to our management. Two officers of an affiliate of our general partner are the principal owners of Cogent. As a result these officers were considered to be beneficiaries of this agreement. Pursuant to the terms of this agreement, we incurred approximately $52 thousand and $44 thousand of expenses for December 31, 2016 and 2015 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Rail Service Agreements We have rail service agreements at our terminal facilities with labor service providers that expire at various dates from 2018 through 2020 . After the initial term of the agreements, the rail service contracts will continue to be in effect for consecutive one -year terms unless either party provides the other party written notice prior to the end of the term. Under these agreements, we incurred approximately $9.0 million , $8.1 million and $7.7 million in service fees for the years ended December 31, 2017 , 2016 and 2015 , respectively, which are recorded in “Subcontracted rail services” within our consolidated statements of income. The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2018 $ 11,278 2019 6,484 2020 1,105 Total $ 18,867 Operating Leases and Fleet Lease Income We have non-cancellable operating leases for railroad tracks, land surfaces, and railcars that expire on various dates from 2017 through 2024 . We incurred approximately $0.3 million , $0.4 million and $0.4 million in lease expenses for buildings, offices, tracks and land for the years ended December 31, 2017 , 2016 and 2015 , respectively, which are recorded in “Operating and maintenance” within our consolidated statements of income. Additionally, we incurred approximately $6.5 million , $6.2 million and $11.8 million of fleet service expenses for railcar leases for the years ended December 31, 2017 , 2016 and 2015 , respectively, which are recorded in “Fleet leases” within our consolidated statements of income. The approximate amount of our future minimum lease payments under our non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2018 $ 3,956 2019 3,956 2020 3,954 2021 3,954 2022 3,669 Thereafter 20 Total $ 19,509 We serve as an intermediary to assist our customers with obtaining railcars. In connection with our leasing of railcars from third parties, we simultaneously enter into lease agreements with our customers for non-cancellable terms that are designed to recover our costs associated with leasing the railcars plus a fee for providing this service. Our lease agreements with customers require them to make monthly payments to us totaling $24.2 million under non-cancellable terms through 2022 , which are concurrent with the payments we are required to make to our lessors under our non-cancellable operating leases as set forth in the table above. We record the revenue we derive from these leases in “Fleet leases” and “Fleet leases — related party” within our consolidated statements of income. The approximate amount of our future rental income under non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2018 $ 4,845 2019 4,845 2020 4,845 2021 4,845 2022 4,845 Thereafter — Total $ 24,225 Contingent Liabilities From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. We do not believe that we are currently a party to any such proceedings that will have a material adverse impact on our financial condition or results of operations. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We manage our businesses in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges minimum monthly commitment fees under multi-year, take-or-pay contracts to load and unload various grades of crude oil into and from railcars, as well as fixed fees per gallon to transload ethanol from railcars, including related logistics services. The Fleet services segment provides customers with railcars and fleet services related to the transportation of liquid hydrocarbons and biofuels under multi-year, take-or-pay contracts. Corporate activities are not considered a reportable segment, but are included to present shared services and financing activities which are not allocated to our established reporting segments. Our segments offer different services and are managed accordingly. Our chief operating decision maker, or CODM, regularly reviews financial information about both segments in order to allocate resources and evaluate performance. Our CODM assesses segment performance based on the cash flows produced by our established reporting segments using Segment Adjusted EBITDA. We define Segment Adjusted EBITDA as “Net cash provided by operating activities” adjusted for changes in working capital items, changes in restricted cash, interest, income taxes, foreign currency transaction gains and losses, adjustments related to deferred revenue associated with minimum monthly commitment fees and other items which do not affect the underlying cash flows produced by our businesses. The following tables summarize our reportable segment data: For the Year Ended December 31, 2017 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 87,210 $ — $ — $ 87,210 Terminalling services — related party 14,192 — — 14,192 Railroad incentives 22 — — 22 Fleet leases — 2,140 — 2,140 Fleet leases — related party — 4,401 — 4,401 Fleet services — 1,854 — 1,854 Fleet services — related party — 652 — 652 Freight and other reimbursables 367 496 — 863 Freight and other reimbursables — related party 1 1 — 2 Total revenues 101,792 9,544 — 111,336 Operating costs Subcontracted rail services 8,953 — — 8,953 Pipeline fees 23,420 — — 23,420 Fleet leases — 6,539 — 6,539 Freight and other reimbursables 368 497 — 865 Operating and maintenance 2,853 380 — 3,233 Selling, general and administrative 5,064 927 9,090 15,081 Depreciation and amortization 22,132 — — 22,132 Total operating costs 62,790 8,343 9,090 80,223 Operating income (loss) 39,002 1,201 (9,090 ) 31,113 Interest expense 170 — 9,755 9,925 Loss (gain) associated with derivative instruments 1,083 — (146 ) 937 Foreign currency transaction loss (gain) (33 ) 5 (428 ) (456 ) Other income, net (308 ) — — (308 ) Provision for (benefit from) income taxes (1,290 ) 275 (177 ) (1,192 ) Net income (loss) $ 39,380 $ 921 $ (18,094 ) $ 22,207 Total assets $ 304,315 $ 2,229 $ 846 $ 307,390 Capital expenditures and acquisitions $ 27,580 $ — $ — $ 27,580 For the Year Ended December 31, 2016 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 93,014 $ — $ — $ 93,014 Terminalling services — related party 6,933 — — 6,933 Railroad incentives 76 — — 76 Fleet leases — 2,577 — 2,577 Fleet leases— related party — 3,560 — 3,560 Fleet services — 1,084 — 1,084 Fleet services — related party — 1,926 — 1,926 Freight and other reimbursables 13 1,942 — 1,955 Freight and other reimbursables — related party — — — — Total revenues 100,036 11,089 — 111,125 Operating costs Subcontracted rail services 8,077 — — 8,077 Pipeline fees 20,799 — — 20,799 Fleet leases — 6,174 — 6,174 Freight and other reimbursables 13 1,942 — 1,955 Operating and maintenance 2,625 337 — 2,962 Selling, general and administrative 4,899 823 9,704 15,426 Depreciation and amortization 23,092 — — 23,092 Total operating costs 59,505 9,276 9,704 78,485 Operating income (loss) 40,531 1,813 (9,704 ) 32,640 Interest expense 1,016 — 8,831 9,847 Loss associated with derivative instruments 140 — — 140 Foreign currency transaction gain (28 ) (71 ) (651 ) (750 ) Other income, net (10 ) — — (10 ) Provision for (benefit from) income taxes (1,184 ) 242 183 (759 ) Net income (loss) $ 40,597 $ 1,642 $ (18,067 ) $ 24,172 Total assets $ 297,250 $ 5,773 $ 2,944 $ 305,967 Capital expenditures and acquisitions $ 474 $ — $ — $ 474 For the Year Ended December 31, 2015 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 58,841 $ — $ — $ 58,841 Terminalling services — related party 5,228 — — 5,228 Railroad incentives 434 — — 434 Fleet leases — 7,710 — 7,710 Fleet leases — related party — 4,123 — 4,123 Fleet services — 622 — 622 Fleet services — related party — 2,840 — 2,840 Freight and other reimbursables — 1,880 — 1,880 Freight and other reimbursables — related party — 85 — 85 Total revenues 64,503 17,260 — 81,763 Operating costs Subcontracted rail services 7,710 — — 7,710 Pipeline fees 17,249 — — 17,249 Fleet leases — 11,833 — 11,833 Freight and other reimbursables — 1,965 — 1,965 Operating and maintenance 1,768 294 — 2,062 Selling, general and administrative 4,156 741 7,483 12,380 Depreciation and amortization 6,110 — — 6,110 Total operating costs 36,993 14,833 7,483 59,309 Operating income (loss) 27,510 2,427 (7,483 ) 22,454 Interest expense 2,043 — 2,389 4,432 Gain associated with derivative instruments (5,161 ) — — (5,161 ) Foreign currency transaction loss (gain) 166 43 (410 ) (201 ) Other income, net (17 ) — (47 ) (64 ) Provision for income taxes 5,581 173 1 5,755 Net Income (loss) $ 24,898 $ 2,211 $ (9,416 ) $ 17,693 Total assets $ 316,232 $ 5,719 $ 6,447 $ 328,398 Capital expenditures and acquisitions $ 212,116 $ — $ — $ 212,116 Segment Adjusted EBITDA The following table provides a reconciliation of Segment Adjusted EBITDA to “Net cash provided by operating activities:” For the Years Ended December 31, 2017 2016 2015 (in thousands) Segment Adjusted EBITDA Terminalling services $ 59,818 $ 67,507 $ 45,347 Fleet services 1,542 1,813 2,427 Corporate activities (1) (4,984 ) (5,630 ) (5,022 ) Total Adjusted EBITDA 56,376 63,690 42,752 Add (deduct): Amortization of deferred financing costs 861 861 659 Deferred income taxes (250 ) 46 814 Changes in accounts receivable and other assets 4,433 1,859 (730 ) Changes in accounts payable and accrued expenses 397 (1,917 ) (880 ) Changes in deferred revenue and other liabilities (7,105 ) (996 ) 10,085 Change in restricted cash (94 ) (654 ) 870 Interest expense, net (9,917 ) (9,837 ) (4,368 ) Benefit from (provision for) income taxes 1,192 759 (5,755 ) Foreign currency transaction gain (2) 456 750 201 Non-cash lease items (3) (341 ) — — Deferred revenue associated with minimum monthly commitment fees (4) 1,717 (1,485 ) (7,444 ) Net cash provided by operating activities $ 47,725 $ 53,076 $ 36,204 (1) Corporate activities represent shared service and financing transactions that are not allocated to our established reporting segments. (2) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. (3) Represents non-cash lease revenues and expenses associated with the recognition of our lease contracts. (4) Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to our customers. Amounts presented are net of: (a) the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) revenue recognized in the current period that was previously deferred; and (c) expense recognized for previously prepaid Gibson pipeline fees, which correspond with the revenue recognized that was previously deferred. Refer to Note 10 – Deferred Revenue for additional discussion of deferred revenue. The following tables summarize the geographic data for our continuing operations: For the Year Ended December 31, 2017 U.S. Canada Total (in thousands) Revenues Third party $ 37,336 $ 54,753 $ 92,089 Related party $ 5,054 $ 14,193 $ 19,247 Total assets $ 229,206 $ 78,184 $ 307,390 For the Year Ended December 31, 2016 U.S. Canada Total (in thousands) Revenues Third party $ 44,792 $ 53,914 $ 98,706 Related party $ 5,426 $ 6,993 $ 12,419 Total assets $ 224,450 $ 81,517 $ 305,967 For the Year Ended December 31, 2015 U.S. Canada Total (in thousands) Revenues Third party $ 20,134 $ 49,353 $ 69,487 Related party $ 6,945 $ 5,331 $ 12,276 Total assets $ 250,309 $ 78,089 $ 328,398 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES U.S. Federal and State Income Taxes We are treated as a partnership for U.S. federal and most state income tax purposes, with each partner being separately taxed on their share of our taxable income. One of our subsidiaries, USD Rail LP, has elected to be classified as an entity taxable as a corporation for U.S. federal income tax purposes. We are also subject to state franchise tax in the state of Texas, which is treated as an income tax under the applicable accounting guidance. Our U.S. federal income tax expense is based upon our estimated annual effective federal income tax rate of 34% as applied to USD Rail LP’s taxable income of $2.0 million , taxable loss of $0.8 million and taxable income of $161 thousand for the years ended December 31, 2017 , 2016 and 2015 , respectively. We recorded a provision for U.S. federal income tax in 2017 and 2015, utilizing net operating loss carryforwards to offset a portion of our taxable income. As a result of the losses in 2016, we did not record a provision for U.S. federal income taxes for that year. On December 22, 2017, United States legislation referred to as the Tax Cuts and Jobs Act, or TCJA, was signed into law. Substantially all of the provisions of the TCJA are effective for taxable years beginning after December 31, 2017 . The TCJA includes significant changes to the Internal Revenue Code of 1986 (as amended, the Code), including amendments which significantly change the taxation of individual and business entities. The most significant change included in the TCJA is a reduction in the corporate federal income tax rate from 35% to 21% . We do not expect changes in the Code from the TCJA to have a material impact on our tax provision in future periods. Foreign Income Taxes Our Canadian operations are conducted through entities that are subject to Canadian federal and provincial income taxes. The Canadian federal income tax rate on business income is currently 15% . In June 2015, the Canadian province of Alberta enacted a tax rate increase which raised income tax rates on Alberta businesses from a previous rate of 10% to an effective rate of 11% for all of 2015 , further increasing to 12% beginning January 1, 2016. As a result, we recognized income tax liabilities and expenses in our consolidated financial statements based upon the combined federal and provincial income tax rate of 27% as applied to the pretax book income for our Canadian operations for 2017 and 2016 and 26% for 2015. The combined rate of 27% was also used to compute deferred income tax expense, which is the result of temporary differences that are expected to reverse in the future. For the year ended December 31, 2015 , we used all $3.0 million of available net operating loss carryforwards to partially offset our taxable income. As a result, our effective Canadian income tax rate was 23.4% for 2015 . The 2017 income tax expense of our Canadian operations includes a reduction to our estimate for 2016 income tax expense resulting from refunds of approximately $2.6 million ( C$3.4 million ) in connection with our Canadian federal and provincial income tax returns for 2016 , which we filed in June 2017 . In 2016 , we adopted a methodology for determining the return attributable to our Canadian subsidiaries based upon completion of a study we initially commissioned in 2015 , which affected the amount of Canadian federal and provincial income taxes to which our Canadian operations are subject. We calculated our 2017 and 2016 income tax provisions for our Canadian operations utilizing this same methodology. This methodology also resulted in a reduction of our Canadian income tax liability for the 2015 tax year, which we reflected in the third quarter of 2016 . Consolidated Provision for (Benefit from) Income Taxes Components of our provision for (benefit from) income taxes are presented below: Years Ended December 31, 2017 2016 2015 (in thousands) Current income tax expense (benefit) U.S. federal income tax $ 687 $ — $ 346 U.S. federal operating loss carryforward (200 ) — (301 ) State income tax expense (benefit) (115 ) 208 154 Canadian federal and provincial income taxes expense (benefit) (1,314 ) (1,013 ) 5,596 Benefit of Canadian operating loss carryforwards — — (854 ) Total current income tax expense (benefit) (942 ) (805 ) 4,941 Deferred income tax expense (benefit) U.S. federal income tax (benefit) (262 ) 245 — Canadian federal and provincial income taxes expense (benefit) 12 (199 ) 814 Total change in deferred income tax expense (benefit) (250 ) 46 814 Provision for (benefit from) income taxes $ (1,192 ) $ (759 ) $ 5,755 The components of our income before income taxes and a reconciliation between income tax expense based on the U.S. statutory income tax rate and our effective income tax expense are presented below: Years Ended December 31, 2017 2016 2015 (in thousands) Domestic $ 25,663 $ 27,367 $ 3,222 Foreign (4,648 ) (3,954 ) 20,226 Income before income taxes $ 21,015 $ 23,413 $ 23,448 Income tax expense at the U.S. federal statutory rate $ 7,145 $ 7,961 $ 7,972 Amount attributable to partnership not subject to income tax (8,590 ) (8,718 ) 247 Foreign income tax rate differential 326 397 (2,303 ) Other 28 (68 ) 135 State income tax expense (benefit) (1) (132 ) 201 125 Change in valuation allowance 31 (532 ) (421 ) Provision for (benefit from) income taxes $ (1,192 ) $ (759 ) $ 5,755 (1) Net of the federal income tax expense or benefit for the deduction associated with state income taxes. Our deferred income tax assets and liabilities reflect the income tax effect of differences between the carrying amounts of our assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Major components of deferred income tax assets and liabilities associated with our operations were as follows as of the dates indicated: December 31, 2017 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ — $ — $ — Other assets 16 — 16 Capital loss carryforwards — 469 469 Operating loss carryforwards — — — Deferred income tax liabilities Unbilled revenue — (284 ) (284 ) Prepaid expenses — — — Property and equipment — (346 ) (346 ) Valuation allowance — (469 ) (469 ) Deferred income tax liability, net $ 16 $ (630 ) $ (614 ) December 31, 2016 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ 89 $ — $ 89 Capital loss carryforwards — 438 438 Operating loss carryforwards 257 — 257 Deferred income tax liabilities Prepaid expenses (592 ) — (592 ) Property and equipment — (577 ) (577 ) Valuation allowance — (438 ) (438 ) Deferred income tax liability, net $ (246 ) $ (577 ) $ (823 ) We had no available U.S. federal loss carryforward remaining at December 31, 2017 and approximately $0.8 million at December 31, 2016. The Canadian loss carryforward was approximately $4.6 million and $4.4 million at December 31, 2017 and 2016 , respectively, $1.2 million of which will begin expiring in 2034 . We are subject to examination by the taxing authorities for the years ended December 31, 2017 , 2016 and 2015 . We did no t have any unrecognized income tax benefits or any uncertain tax positions for which income tax reserves would be required as of December 31, 2017 and 2016 . |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The following tables provide the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2017 Total Revenues by Major Customer (in thousands) Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 19,114 17 % 74 % 26 % Customer B $ 18,226 16 % 100 % — % Customer C $ 12,018 11 % 100 % — % Customer D $ 13,041 12 % 100 % — % Customer E $ 9,949 9 % 100 % — % Customer F $ 4,583 4 % 100 % — % For the Year Ended December 31, 2016 Total Revenues by Major Customer (in thousands) Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 11,611 10 % 60 % 40 % Customer B $ 15,827 14 % 100 % — % Customer C $ 11,436 10 % 100 % — % Customer D $ 10,158 9 % 100 % — % Customer E $ 15,249 14 % 100 % — % Customer F $ 11,140 10 % 96 % 4 % A substantial portion of our revenues are from a limited number of customers. Our revenues are derived mainly from railcar loading and unloading, storage and other terminalling services as well as railcar fleet services. The industry concentration of these customers may impact our overall exposure to credit risk, either positively or negatively, since our customers may be similarly affected by changes in commodity prices, regulation, and other economic factors. We seek high-quality customers with investment grade credit ratings and perform ongoing credit evaluations of our customers. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Our net income and cash flows are subject to fluctuations resulting from changes in interest rates on our variable rate debt obligations and from changes in foreign currency exchange rates, particularly with respect to the U.S. dollar and the Canadian dollar. In limited circumstances, we may also hold long positions in the commodities we handle on behalf of our customers, which exposes us to commodity price risk. We use derivative financial instruments, including futures, forwards, swaps, options and other financial instruments with similar characteristics, to manage the risks associated with market fluctuations in interest rates, foreign currency exchange rates and commodity prices, as well as to reduce volatility in our cash flows. We have not historically designated, nor do we expect to designate, our derivative financial instruments as hedges of the underlying risk exposure. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecasted transaction and are not entered into for speculative purposes. Interest Rate Derivatives We use interest rate collar contracts to partially mitigate our exposure to interest rate fluctuations on our variable rate debt. Under our Credit Agreement, one-month LIBOR is used as the index rate for the interest we are charged on amounts borrowed under our Revolving Credit Facility. Effective November 2017, we entered into a five -year interest rate collar contract with a $100 million notional value. The collar establishes a range where we will pay the counterparty if one-month LIBOR falls below the established floor rate of 1.70% , and the counterparty will pay us if the one-month LIBOR exceeds the ceiling rate of 2.50% . The collar settles monthly through the termination date in October 2022. No payments or receipts are exchanged on interest rate collar contracts unless interest rates rise above or fall below a pre-determined ceiling or floor rate. Foreign Currency Derivatives We derive a significant portion of our cash flows from our Hardisty terminal operations in the province of Alberta, Canada, which are denominated in Canadian dollars. As a result, fluctuations in the exchange rate between the Canadian dollar and the U.S. dollar could have a significant effect on our results of operations, cash flows and financial position. We endeavor to limit our foreign currency risk exposure using various types of derivative financial instruments with characteristics that effectively reduce or eliminate the impact to us of declines in the exchange rate for a specified value of Canadian dollar denominated cash flows we expect to exchange into U.S. dollars. In April 2016, we entered into four separate forward contracts with an aggregate notional amount of C$33.5 million to manage our exposure to fluctuations in the exchange rate between the Canadian dollar and the U.S. dollar resulting from our Canadian operations during the 2017 calendar year. Each forward contract effectively fixed the exchange rate we received for each Canadian dollar we sold to the counterparty. One of these forward contracts settled at the end of each fiscal quarter during 2017 and secured an exchange rate where a Canadian dollar was exchanged for an amount between 0.7804 and 0.7809 U.S. dollars. In June 2015, we entered into four separate collar arrangements with an aggregate notional value of C $32.0 million , which settled at the end of each fiscal quarter during 2016, each having a notional value ranging between C$7.9 million and C$8.1 million . These derivative contracts were executed to secure cash flows totaling C $32.0 million at an exchange rate range where a Canadian dollar was exchanged for an amount between 0.84 and 0.86 U.S. dollars. In May 2014, we entered into collar arrangements with an aggregate notional value of C $37.2 million , which, similar to the derivative contracts discussed above, settled at the end of each fiscal quarter through December 31, 2015. These derivative contracts were executed to secure cash flows totaling C $37.2 million at an exchange rate range where a Canadian dollar was exchanged for an amount between 0.91 and 0.93 U.S. dollars. Commodity Derivatives As a part of our purchase of the Stroud terminal and related facilities, we acquired crude oil used by the prior owner for line fill in the crude oil pipeline and tank bottoms for the storage tanks at the Stroud terminal. We agreed to sell the approximately 18,000 barrels, or bbls, of crude oil used for tank bottoms in July 2017 and the approximately 13,000 bbls of crude oil used for line fill in October 2017 to an unrelated party at a price which varies with the price of crude oil during the months of July and October of 2017. In June 2017, we entered into two separate fixed-for-floating swap contracts with an aggregate notional amount of 31,778 bbls to manage our exposure to fluctuating crude oil prices. Each swap contract effectively fixed the price we received upon our delivery of the crude oil. The first contract for approximately 18,000 bbls settled in July 2017 at $47.20 per barrel, and the second for approximately 13,000 bbls settled in October 2017 at $47.70 per barrel. In September 2017, we also acquired crude oil used by the prior owner of the Stroud terminal for tank bottoms in a leased storage tank at a third-party facility in Cushing, Oklahoma. We agreed to sell this crude oil in October 2017 to an unrelated party at a price which varied with the price of crude oil during the month of October. We entered into a fixed-for-floating swap contract with an aggregate notional amount of 30,000 bbls to manage our exposure to the variability in crude oil prices during the month of October 2017. The swap contract effectively fixed the price we received upon our delivery of the crude oil and settled in October 2017 at $47.90 per barrel. Derivative Positions We recorded all of our derivative financial instruments at their fair values in the line items specified below within our consolidated balance sheets, the amounts of which were as follows at the dates indicated: December 31, 2017 2016 (in thousands) Other current assets $ 183 $ 1,167 We have not designated our derivative financial instruments as hedges of our interest rate, foreign currency rate or commodity exposures. As a result, changes in the fair value of these derivatives are recorded as “Loss (gain) associated with derivative instruments” in our consolidated statements of income. The gains or losses associated with changes in the fair value of our derivative contracts do not affect our cash flows until the underlying contract is settled by making or receiving a payment to or from the counterparty. In connection with our derivative activities, we recognized the following amounts during the periods presented: Years Ended December 31, 2017 2016 2015 (in thousands) Loss (gain) associated with derivative instruments $ 937 $ 140 $ (5,161 ) We determine the fair value of our derivative financial instruments using third-party pricing information that is derived from observable market inputs, which we classify as level 2 with respect to the fair value hierarchy. The following tables present summarized information about the fair values of our outstanding interest rate contracts for the periods indicated: December 31, 2017 Notional Interest Rate Parameters Fair Value (in thousands) Collar Agreements Maturing in 2022 Ceiling C$ 100,000,000 2.5 % $ 938 Floor C$ 100,000,000 1.7 % (755 ) Total $ 183 The following tables present summarized information about the fair values of our outstanding foreign currency contracts for the period indicated: December 31, 2016 Notional Forward Rate (1) Market Price (1) Fair Value (in thousands) Forward contracts maturing in 2017 March 31, 2017 C$ 8,300,000 0.7804 0.7444 $ 299 June 30, 2017 C$ 8,400,000 0.7805 0.7453 296 September 29, 2017 C$ 8,400,000 0.7807 0.7462 290 December 29, 2017 C$ 8,400,000 0.7809 0.7473 282 Total $ 1,167 (1) Forward rates and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars. The forward rate represents the rate we received upon settlement. The market price represents the rate we would expect to pay had the contract been settled on December 31, 2016 . We record the fair market value of our derivative financial instruments in our consolidated balance sheets as current and non-current assets or liabilities on a net basis by counterparty. The terms of the International Swaps and Derivatives Association Master Agreement, which governs our financial contracts and include master netting agreements, allow the parties to our derivative contracts to elect net settlement in respect of all transactions under the agreements. The effect of the rights of offset are presented in the tables below as of the date indicated. December 31, 2017 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 938 $ — $ — $ — $ 938 Effects of netting arrangements — — (755 ) — $ (755 ) Fair value of derivatives - net presentation $ 938 $ — $ (755 ) $ — $ 183 December 31, 2016 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,167 $ — $ — $ — $ 1,167 Effects of netting arrangements — — — — $ — Fair value of derivatives - net presentation $ 1,167 $ — $ — $ — $ 1,167 For more information on our accounting policies regarding derivatives, refer to the derivative financial instruments discussion in Note 2 — Summary of Significant Accounting Policies . |
PARTNERS' CAPITAL
PARTNERS' CAPITAL | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
PARTNERS' CAPITAL | PARTNERS ’ CAPITAL Our common units and subordinated units represent limited partner interests in us. The holders of common units and subordinated units are entitled to participate in partnership distributions and to exercise the rights and privileges available to limited partners under our partnership agreement. Our Class A units are limited partner interests in us that entitle the holders to nonforfeitable distributions that are equivalent to the distributions paid with respect to our common units (excluding any arrearages of unpaid minimum quarterly distributions from prior quarters) and, as a result, are considered participating securities. Our Class A units do not have voting rights and vest in four equal annual installments over the four years following the consummation of our IPO only if we grow our annualized distributions each year. If we do not achieve positive distribution growth in any of these years, the Class A units that would otherwise vest for that year will be forfeited. The Class A units contain a conversion feature, which, upon vesting, provides for the conversion of the Class A units into common units based on a conversion factor that is tied to the level of our distribution growth for the applicable year. The conversion factor was 1.00 for the first vesting tranche, 1.50 for the second vesting tranche and will be no more than 1.75 for the third vesting tranche and 2.00 for the fourth and final vesting tranche. In February 2017 , pursuant to the terms set forth in our partnership agreement, the second vesting tranche of 46,250 Class A units vested. We determined that, upon conversion, each vested Class A unit would receive one and one-half ( 1.50 ) common units based upon our distributions paid for the four preceding quarters. As a result, 46,250 Class A units were converted into 69,375 common units. Our partnership agreement provides that, while any subordinated units remain outstanding, holders of our common units and Class A units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to our minimum quarterly distribution per unit, plus (with respect to the common units) any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Subordinated units convert into common units on a one -for-one basis in separate sequential tranches. Each tranche is comprised of 20.0% of the subordinated units issued in conjunction with our IPO. A separate tranche is eligible to convert on or after December 31, 2015 (but no more frequently than once in any twelve -month period), provided on such date (i) distributions of available cash from operating surplus on each of the outstanding common units, Class A units, subordinated units and general partner units equaled or exceeded $1.15 per unit (the annualized minimum quarterly distribution) for the four quarter period immediately preceding that date; (ii) the adjusted operating surplus generated during the four quarter period immediately preceding that date equaled or exceeded the sum of $1.15 per unit (the annualized minimum quarterly distribution) on all of the common units, Class A units, subordinated units and general partner units outstanding during that period on a fully diluted basis; and (iii) there are no arrearages in the payment of the minimum quarterly distribution on our common units. For each successive tranche, the four quarter period specified in clauses (i) and (ii) above must commence after the four quarter period applicable to any prior tranche of subordinated units. In February 2017 , pursuant to the terms set forth in our partnership agreement, we converted the second tranche of 2,092,709 of our subordinated units into common units upon satisfaction of the conditions established for conversion. Pursuant to the terms of the USD Partners LP 2014 Long-Term Incentive Plan, which we refer to as the LTIP, our phantom unit awards, or Phantom Units, granted to directors and employees of our general partner and its affiliates, which are classified as equity, are converted into our common units upon vesting. Equity-classified Phantom Units totaling 269,661 vested during 2017 , of which 190,288 were converted into our common units after 79,373 Phantom Units were withheld from participants for the payment of applicable employment-related withholding taxes. The conversion of these Phantom Units did not have any economic impact on Partners’ Capital, since the economic impact is recognized over the vesting period. Additional information and discussion regarding our unit based compensation plans is included below in Note 20 - Unit Based Compensation . The board of directors of our general partner has adopted a cash distribution policy pursuant to which we intend to distribute at least the minimum quarterly distribution of $0.2875 per unit ( $1.15 per unit on an annualized basis) on all of our units to the extent we have sufficient available cash after the establishment of cash reserves and the payment of our expenses, including payments to our general partner and its affiliates. The board of directors of our general partner may change our distribution policy at any time and from time to time. Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis. The amount of distributions we pay under our cash distribution policy and the decision to make any distribution is determined by our general partner. In June 2017, we completed an underwritten public offering of 3,000,000 common units that we used to repay a portion of the amounts outstanding on our revolving credit facility, including amounts we borrowed to fund our acquisition of the Stroud terminal. The following table presents the net proceeds from our common unit issuances: Number of Common Units Issued Public Offering Price per Common Unit Net Proceeds to the Partnership (1) (in millions) June 7, 2017 Issuance 3,000,000 $ 11.60 $ 33.7 (1) Net of underwriter’s fees and discounts, commissions and issuance costs. |
UNIT BASED COMPENSATION
UNIT BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
UNIT BASED COMPENSATION | UNIT BASED COMPENSATION Class A units As provided for in our partnership agreement, we granted 250,000 non-voting Class A units to certain executive officers and other key employees of our general partner who provide services to us, of which 82,500 , 138,750 and 185,000 were outstanding as of December 31, 2017 , 2016 and 2015 , respectively. In February 2017 , pursuant to the terms set forth in our partnership agreement, the second vesting tranche of 46,250 Class A units vested based upon our distributions paid for the four preceding quarters and were converted on a basis of one and one-half common units for each class A unit. As a result we converted 46,250 class A units into 69,375 common units. The grant date average fair value of all Class A units was $25.71 per unit at December 31, 2017 , 2016 and 2015 . Years Ended December 31, 2017 2016 2015 Class A units outstanding at beginning of period 138,750 185,000 220,000 Vested (46,250 ) (46,250 ) — Forfeited (10,000 ) — (35,000 ) Class A units outstanding at end of period 82,500 138,750 185,000 Our Class A units vest over a four year period if established distribution target thresholds are met each year of the four year vesting period. If distributions exceed the threshold by more than the target amount, the Class A units in that tranche vest and become convertible into more than one common unit (each Class A unit is convertible into a maximum number of additional common units of 1.25 to 2.0 times, depending on the tranche). The maximum number of common units available for issuance under the plan was 154,688 at December 31, 2017 . Each of the Class A units have an accompanying distribution equivalent right, or DER, until they are forfeited, expire, or are terminated. However, distributions over the vesting period are not paid in arrears if the Class A units become convertible into more than one common unit. We measure the compensation cost associated with the Class A units based on the fair value at the October 15, 2014 effective date of the grant. We determined the fair value of our Class A units at the grant date to be $25.71 per Class A unit based on the market price of the underlying common units on the date of our IPO, adjusted for vesting probabilities associated with the performance-based vesting requirements and the present value of the expected distributions. We assumed distribution rates ranging from $0.24375 per quarter to $0.4905 per quarter during the vesting period which we discounted assuming a 13% annual cost of equity. For the years ended December 31, 2017 and 2016 , we revised our assumptions regarding the vesting probabilities associated with the performance-based vesting requirements to reflect our current expectations regarding future quarterly distribution rates. The ultimate percentage of units vesting in each tranche depends on a performance condition: specifically, the total distributions paid in the four quarters of the vesting period for each tranche. If distributions meet or fall below a threshold, the Class A units in that tranche are forfeited. If distributions exceed a threshold by less than a target amount, the Class A units in that tranche vest and become convertible into one common unit. If distributions exceed the threshold by the target amount or more, the Class A units in that tranche vest and become convertible into more than one common unit ( 1.25 to 2.0 times common units per Class A unit, depending on the tranche). We did not assume any forfeitures in our initial determination of fair value, although we have reflected actual forfeitures in our determination of compensation expense with respect to the Class A units. We estimated the expense for each tranche as the number of unit equity awards, multiplied by the per unit grant date fair value of those awards less actual forfeitures in the probable vesting scenario for each tranche (equaling the applicable conversion multiple times the value of the unit excluding the expected distributions paid over the vesting period (the common unit price at October 15, 2014, less the present value of the expected distributions) plus the present value of the expected distributions for any tranches that vest). The estimated fair value of our Class A units is amortized over the four -year vesting period using the straight-line method. The Class A unit awards will convert into our common units upon vesting. We recognized approximately $0.2 million , $1.0 million and $1.3 million as compensation expense for the years ended December 31, 2017 , 2016 and 2015 , respectively, related to the Class A units granted, which costs are included in “Selling, general and administrative” in our consolidated statements of income. Each holder of a Class A unit is entitled to nonforfeitable cash distributions equal to the product of the number of Class A units outstanding for the participant and the cash distribution per unit paid to our common unitholders. These distributions are included in “Distributions” as presented in our consolidated statements of cash flows and our consolidated statements of partners’ capital. However, any distributions paid on Class A units that are forfeited are reclassified to unit based compensation expense when we determine that the Class A units are not expected to vest. We recognized compensation expense of $30 thousand and $19 thousand for the years ended December 31, 2017 and 2015 , respectively, for distributions paid on Class A units that were forfeited. We did no t recognize any compensation expense for distributions paid on Class A units that are not expected to vest for the year ended December 31, 2016 . Long-term Incentive Plan In connection with the completion of our initial public offering in 2014, our general partner adopted the USD Partners LP 2014 Long-Term Incentive Plan, or the LTIP. The total number of our common units initially authorized for issuance under the LTIP was 1,654,167 , which amount was subsequently increased to 3,654,167 common units pursuant to the Amended and Restated 2014 Long-Term Incentive Plan, or A/R LTIP, that became effective November 16, 2017. In 2017, 2016 and 2015, the board of directors of our general partner, acting in its capacity as the general partner, approved grants of 695,099 , 576,373 and 419,551 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under the USD Partners LP 2014 Long-Term Incentive Plan. At December 31, 2017 , we had 2,189,688 common units remaining available for issuance. The Phantom Units are subject to all of the terms and conditions of the A/R LTIP and the Phantom Unit award agreements, which are collectively referred to as the Award Agreements. Award amounts for each of the grants are generally determined by reference to a specified dollar amount 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 closing price of one of our common units preceding the grant date, as quoted on the NYSE. Phantom Unit awards generally represent rights to receive our common units upon vesting. However, with respect to the awards granted to directors and employees of our general partner and its affiliates domiciled in Canada, for each Phantom Unit that vests, a participant is entitled to receive cash for an amount equivalent to the closing market price of one of our common units on the vesting date. Each Phantom Unit granted under the Award Agreements includes an accompanying DER, which entitles each participant to receive payments at a per unit rate equal in amount to the per unit rate for any distributions we make with respect to our common units. The Award Agreements granted to employees of our general partner and its affiliates generally contemplate that the individual grants of Phantom Units will vest in four equal annual installments based on the grantee’s continued employment through the vesting dates specified in the Award Agreements, subject to acceleration upon the grantee’s death or disability, or involuntary termination in connection with a change in control of the Partnership or our general partner. Awards to independent directors of the board of our general partner and an independent consultant typically vest over a one year period following the grant date. The following table presents the award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 24,045 367,548 $ 12.76 Forfeited — (17,572 ) $ 12.90 Phantom Unit awards at December 31, 2015 24,045 349,976 $ 12.75 Granted 64,830 472,912 $ 6.41 Vested (24,045 ) (87,500 ) $ 12.66 Forfeited — (4,580 ) $ 7.29 Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 Granted 24,999 641,955 $ 12.78 Vested (64,830 ) (204,831 ) $ 8.48 Forfeited — (56,083 ) $ 10.94 Phantom Unit awards at December 31, 2017 24,999 1,111,849 $ 10.90 The following table presents the award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.78 Vested (1) — (4,426 ) $ 12.78 Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.78 Granted 21,610 17,021 $ 6.39 Vested (1)(2) (10,256 ) (8,682 ) $ 11.34 Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 Granted 8,333 19,812 $ 12.80 Vested (1)(2) (21,610 ) (13,633 ) $ 6.29 Phantom Unit awards at December 31, 2017 8,333 27,794 $ 11.29 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2017 , 2016 and 2015 at the closing price for our common units as quoted on the NYSE. We paid $153 thousand , $137 thousand and $32 thousand , respectively, for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2017 , 2016 and 2015 . (2) Phantom Unit grants to Directors and independent consultants domiciled in Canada vested on February 25, 2017 and February 16, 2016, at the closing price for our common units as quoted on the NYSE, resulting in our payment of $277 thousand and $64 thousand , respectively, for the vested Phantom Units. The total fair value of all shares vested in 2017 , 2016 and 2015 was approximately $4.0 million , $0.9 million , and $32 thousand , respectively, which included approximately $430 thousand , $201 thousand , and $32 thousand respectively, of Canadian share-based liabilities. The fair value of each Phantom Unit on the grant date is equal to the closing market price of our common units on the grant date. We account for the Phantom Unit grants to independent directors and employees of our general partner and its affiliates domiciled in Canada that are paid out in cash upon vesting, throughout the requisite vesting period, by revaluing the unvested Phantom Units outstanding at the end of each reporting period and recording a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of income and recognizing a liability in “Other current liabilities” in our consolidated balance sheets. With respect to the Phantom Units granted to employees of our general partner and its affiliates domiciled in the United States, we amortize the initial grant date fair value over the requisite service period using the straight-line method with a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of income, with an offset to common units within the Partners’ Capital section of our consolidated balance sheet. With respect to the Phantom Units granted to consultants and independent directors of our general partner and its affiliates domiciled in the United States, we revalue the unvested Phantom Units outstanding at the end of each reporting period throughout the requisite service period and record a charge to compensation expense in “Selling, general and administrative” in our consolidated statements of income, with an offset to common units within the Partners’ Capital section of our consolidated balance sheets. For the years ended December 31, 2017 , 2016 and 2015 , we recognized approximately $3.9 million , $3.1 million and $1.2 million , respectively, of compensation expense associated with outstanding Phantom Units. As of December 31, 2017 , we have unrecognized compensation expense associated with our outstanding Phantom Units totaling approximately $9.4 million , which we expect to recognize over a weighted average period of 2.66 years . We have elected to account for actual forfeitures as they occur rather than using an estimated forfeiture rate to determine the number of awards we expect to vest. We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Years Ended December 31, 2017 2016 2015 (in thousands) Equity-classified Phantom Units (1) $ 1,439 $ 868 $ 327 Liability-classified Phantom Units 65 56 24 Total $ 1,504 $ 924 $ 351 (1) We reclassified approximately $64 thousand , $3 thousand and $5 thousand for the years ended December 31, 2017 , 2016 and 2015 , respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental cash flow information for the periods indicated: For the Years Ended December 31, 2017 2016 2015 (in thousands) Cash paid (received) for income taxes $ (1,250 ) $ 845 $ 3,995 Cash paid for interest $ 9,754 $ 8,722 $ 3,695 The following table provides supplemental information for the item labeled “Other” in the “Net cash provided by operating activities” section of our consolidated statements of cash flows: For the Years Ended December 31, 2017 2016 2015 (in thousands) Loss associated with disposal of assets $ 18 $ — $ — Amortization of deferred financing costs $ 861 $ 861 $ 659 Deferred income taxes $ (250 ) $ 46 $ 814 $ 629 $ 907 $ 1,473 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Distribution to Partners On February 1, 2018 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a quarterly cash distribution payable of $0.35 per unit, or $1.40 per unit on an annualized basis, for the three months ended December 31, 2017 . The distribution represents an increase of $0.005 per unit or 1.4% over the prior quarter distribution per unit, and is 21.7% over our minimum quarterly distribution per unit. We paid the distribution on February 16, 2018 , to unitholders of record at the close of business on February 12, 2018 . We paid $5.0 million to our public common unitholders, $27 thousand to the Class A unitholders, an aggregate of $4.0 million to USDG as the holder of our common units and our subordinated units and $238 thousand to USD Partners GP LLC for their general partner interest. Long-term Incentive Plan In February and March of 2018, awards of 369,903 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) (in thousands ) U.S. domiciled directors and independent consultants 24,999 24,999 $ — U.S. domiciled employee 336,571 219,795 — Canadian domiciled directors and independent consultants 8,333 — 96 369,903 244,794 $ 96 (1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of phantom units that vest. (2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $11.55 . In February 2018 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner approved the grant of 546,940 Phantom Units to directors and employees of our general partner and its affiliates under the A/R LTIP. The Phantom Units are subject to all of the terms and conditions of the A/R LTIP and the Phantom Unit award agreements, or the Award Agreements. Following the February and March 2018 Phantom Unit award activity, we have approximately 1,797,127 Phantom Units available for grant pursuant to the A/R LTIP. Phantom Unit awards generally represent rights to receive our common units or, with respect to awards granted to individuals domiciled in Canada, cash equal to the fair value of our common units upon vesting. The Award Agreements granted to employees of our general partner generally vest in four equal annual installments. Awards to independent directors of the board of our general partner vest over a one year period following the grant date. Vesting of Class A units On February 20, 2018, pursuant to the terms set forth in our partnership agreement, the third tranche of Class A units vested. We determined the Class A unit conversion amount to be one of our common units for each vested Class A unit based upon our distributions paid for the four preceding quarters. As a result, 38,750 Class A units were converted into 38,750 common units. Subordinated Units Conversion On February 20, 2018 , pursuant to the terms set forth in our partnership agreement, we converted the third subordinated unit tranche of 2,092,709 subordinated units into our common units upon satisfaction of the conditions established for conversion. Revolving Credit Facility Activity Subsequent to December 31, 2017 , we borrowed an additional $9.0 million and repaid $8.0 million under the terms of our existing $400 million Revolving Credit Facility. Our borrowings under the Revolving Credit Facility bear interest at either a base rate and Canadian prime rate plus an applicable margin ranging from 1.25% to 2.25% , or at LIBOR or CDOR plus an applicable margin ranging from 2.25% to 3.25% . The Revolving Credit Facility agreement, as amended, provides for borrowings of up to $400 million , expandable to $500 million , and expires on October 15, 2019. Subsequent to this activity, we had amounts outstanding of $203.0 million under the Revolving Credit Facility. |
QUARTERLY FINANCIAL DATA (Unaud
QUARTERLY FINANCIAL DATA (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (Unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) First Second Third Fourth (in thousands, except per unit amounts) 2017 Quarters Operating revenue $ 27,752 $ 26,989 $ 28,981 $ 27,614 Operating expense (1) $ 18,516 $ 18,227 $ 20,182 $ 23,298 Operating income $ 9,236 $ 8,762 $ 8,799 $ 4,316 Net income $ 5,198 $ 8,379 $ 6,427 $ 2,203 Net income attributable to limited partner ownership interests in USD Partners LP $ 5,080 $ 8,185 $ 6,258 $ 2,098 Net income per limited partner unit, basic and diluted $ 0.22 $ 0.35 $ 0.24 $ 0.08 2016 Quarters Operating revenue $ 26,357 $ 27,871 $ 28,343 $ 28,554 Operating expense (2) $ 18,834 $ 18,454 $ 18,843 $ 22,354 Operating income $ 7,523 $ 9,417 $ 9,500 $ 6,200 Net income $ 2,150 $ 5,235 $ 12,831 $ 3,956 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,107 $ 5,131 $ 12,575 $ 3,877 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.23 $ 0.49 $ 0.17 (1) Operating expense for the fourth quarter of 2017 includes a non-cash impairment loss of approximately $1.7 million to reduce the value of certain assets included in our Terminalling services segment to their net realizable value less selling costs. (2) Operating expense for the fourth quarter of 2016 includes a non-cash impairment loss of approximately $3.5 million to write down the non-current assets of the San Antonio rail terminal to fair market value. |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include, but are not limited to, the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the collectability of accounts receivable, the amounts of deferred revenue and related prepaid pipeline fees. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. |
Comparative Amounts | Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year financial statements to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. |
Foreign Currency Translation | Foreign Currency Translation We conduct a substantial portion of our operations in Canada, which we account for in the local currency, the Canadian dollar. We translate most Canadian dollar denominated balance sheet accounts into our reporting currency, the U.S. dollar at the end of period exchange rate, while most income statement accounts are translated into our reporting currency based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount. |
Revenue Recognition | Revenue Recognition We derive our revenues from railcar loading and unloading services for bulk liquid products, including crude oil, biofuels, and related products, as well as sourcing railcar fleets and related logistics and maintenance services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, the buyer’s price is fixed or determinable and collectability is reasonably assured. In accordance with the applicable accounting guidance, we record revenues for fleet leases on a gross basis, since we are deemed the primary obligor for the services. We also recognize as revenue on our consolidated statements of income in “Freight and other reimbursables,” on a gross basis, the amounts we charge to our customers for the out-of-pocket expenses we have incurred to provide our railcar fleet services. We recognize revenue for terminalling services we provide based upon the contractual rates set forth in our agreements related to throughput volumes. All of the contracted capacity at our Casper, Hardisty and Stroud terminals is under multi-year agreements that contain “take-or-pay” provisions where we are entitled to payment from our customer of a minimum monthly commitment fee, regardless of whether the specified throughput to which the customer committed is achieved. These agreements grant the customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. With respect to the Casper terminal, the make-up rights generally expire within the three-month period, representing a calendar quarter, for which the volumes were originally committed. With respect to the Hardisty and Stroud terminals, the make-up rights typically expire, if unused, in subsequent periods up to six months following the period for which the volumes were originally committed. We defer the recognition of the revenue associated with volumes that are below the minimum monthly commitments until the earlier of (1) the period in which the throughput is utilized, (2) the customer’s ability to make up the minimum volume has expired in accordance with the terms of the agreements, or (3) we determine that the likelihood that the customer will be able to make up the minimum volume is remote. We recognize revenue for fleet leases and related party administrative services ratably over the contract period. Revenue for reimbursable costs is recognized as the costs are incurred. We have deferred revenues for amounts collected in advance from customers in our Fleet services segment, which will be recognized as revenue as the underlying services are performed pursuant to the terms of our contracts. We have prepaid rent associated with these deferred revenues on our railcar leases, which we will recognize as expense over the contract period. |
Income Taxes | Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for a majority of the states that impose an income tax. Taxes on our net income are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP, which, in October 2014, elected to be classified as an entity taxable as a corporation. Our income tax expense is predominantly attributable to Canadian federal and provincial income taxes imposed on our operations based in Canada. Additionally, we are also subject to state franchise tax in the State of Texas, which is treated as an income tax under the applicable accounting guidance. This state income tax is computed on our modified gross margin, which we have determined to be an income tax as set forth in the authoritative accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP. We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. Our policy is to recognize any interest or penalties related to the underpayment of income taxes as a component of income tax expense or benefit. We have not historically incurred any significant interest or penalties for the underpayment of income taxes. Net income for financial statement purposes may differ significantly from the taxable income we allocate to our unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements set forth in our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in us is not available. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of billed and unbilled amounts due from our customers, which include crude oil producing and petroleum refining companies, as well as marketers of petroleum, petroleum products and biofuels, for services we have provided. We perform ongoing credit evaluations of our customers. When appropriate, we use the specific identification method to estimate allowances for doubtful accounts based on our customers’ financial condition and collection history, as well as other pertinent factors. Accounts are written-off against the allowance for doubtful accounts when significantly past due and we have deemed the amounts uncollectible. |
Contract Assets | Contract Assets We recognize operating lease contracts that contain escalation clauses, during the lease term, on a straight-line basis over the term of the lease in our Consolidated Statements of Income and Consolidated Statements of Comprehensive Income. The difference between revenue and the amounts received under the lease contract are currently included in “Other current assets — related party” and “Other non-current assets — related party” in our Consolidated Balance Sheets. |
Capitalization Policies and Depreciation Methods | Capitalization Policies and Depreciation Methods We record property and equipment at its original cost, which we depreciate on a straight-line basis over the estimated useful lives of the assets, which range from five to 30 years . Our determination of the useful lives of property and equipment requires us to make various assumptions when the assets are acquired or placed into service about the expected usage, normal wear and tear and the extent and frequency of maintenance programs. Expenditures for repairs and maintenance are charged to expense as incurred, while improvements that extend the service life or capacity of existing property and equipment are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in our operating results. During construction we capitalize direct costs, such as labor, materials and overhead, as well as interest cost we may incur on indebtedness at our incremental borrowing rate. |
Asset Retirement Obligations | Asset Retirement Obligations We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying value of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. Legal obligations exist for our San Antonio and West Colton terminal facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We generally own the land on which our Casper, Stroud and Hardisty terminals and related facilities reside and as a result, similar legal obligations generally do not exist that would require us to remove our Casper, Stroud and Hardisty facilities at final abandonment. However, a portion of the Casper terminal and the Stroud pipeline are on land that is leased, where the lessor has the option to either purchase the facilities from us at salvage value, or to require us to remove our facilities at the termination of the lease and restore the land to its original condition. We have an asset retirement obligation for our San Antonio terminal facility in the amount of $1.0 million at December 31, 2017 , representing the costs we expect to incur at final abandonment resulting from the conclusion of our customer agreement that occurred May 1, 2017. The West Colton terminal operates in a geographical and regulatory environment that is significantly different from that of our San Antonio terminal and has unique operating characteristics that make determination of the economic life of the asset, coupled with the methods of settlement necessary for estimating the fair value of the ARO related to this facility, impracticable. With respect to the Casper and Stroud terminals, we cannot reasonably estimate the timing nor determine the method that the lessor will elect with regard to the action we will be required to take at the termination of the lease. In each of these cases, the asset retirement obligation cost is considered indeterminate because there is limited data or information that can be derived from past practice, industry practice, our intentions or the estimated economic life of the asset. Useful lives of our terminal facilities are primarily derived from available supply resources and ultimate consumption of those resources by end users. Many variables can affect the remaining lives of the assets, which preclude us from making a reasonable estimate of the ARO. We will recognize the fair value of an ARO for the Casper, Stroud and West Colton terminal facilities in the periods in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include: a significant decrease in the market value of the asset, operating income or cash flows associated with the use of the asset and a significant change in the asset’s physical condition or use. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable based on the estimated future undiscounted cash flows, an impairment loss is recognized to the extent the carrying value exceeds the estimated fair value of the long-lived asset. |
Intangible assets | Intangible Assets Our intangible assets primarily consist of customer contracts. We amortize these assets on a straight-line basis over the weighted average useful lives of the underlying assets, representing the period over which the assets are expected to contribute directly or indirectly to our future cash flows. |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Currently, goodwill is only included in our Terminalling services segment as part of our Casper terminal reporting unit. As of December 31, 2017, the carrying amount of goodwill was $33.6 million . We do not amortize goodwill but test it for impairment annually based on the carrying values of our reporting unit on the first day of the third quarter of each year or more frequently if impairment indicators arise that suggest the carrying value of goodwill may be impaired. In testing goodwill for impairment, we make critical assumptions that include but are not limited to: (1) projections of future financial performance, which includes contract renewal expectations; (2) market weighted average cost of capital; (3) EBITDA multiples derived from stock prices of public companies with similar operating and investment characteristics; and (4) EBITDA multiples for transactions based on actual sales and purchases of comparable businesses. We recognize an impairment loss when the carrying amount of a reporting unit exceeds its implied fair value. We reduce the carrying value of goodwill to its fair value when we determine that an impairment has occurred. |
Fair Value Measurements | Fair Value Measurements We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We employ a hierarchy which prioritizes the inputs we use to measure recurring fair value into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). • Level 3 — Significant unobservable inputs (including our own assumptions in determining fair value). We use the cost, income or market valuation approaches to estimate the fair value of our assets and liabilities when insufficient market-observable data is available to support our valuation assumptions. |
Derivative Financial Instruments | Derivative Financial Instruments Our net income and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. In order to manage our exposure to fluctuations in interest rates and foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset a portion of these risks. We have a program that utilizes swaps, options and other financial instruments with similar characteristics to reduce the risks associated with volatility in our interest rates on our long-term debt and the effects of foreign currency exposures related to our Canadian subsidiaries, which have cash flows denominated in Canadian dollars. Under this program, our strategy is to have gains or losses on the derivative contracts mitigate the interest rate increases and foreign currency transaction gains or losses to the extent practical. Economically, the derivative contracts help us to limit our exposure such that the interest rate and exchange rate will effectively lie between the floor and the ceiling of the rates set forth in the derivative contacts or otherwise fix the exchange rate at a specified date and amount. As part of our purchase of the Stroud terminal and related facilities, we acquired crude oil used by the prior owner for line fill in the crude oil pipeline and for tank bottoms in the storage tanks. We sold substantially all of this crude oil during the year ended December 31, 2017 . In order to mitigate the potential risk of our long crude oil position on our results of operations, cash flows and financial positions, we entered into commodity swaps to fix the price that we received when we sold the crude oil. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecast transaction and are not entered into for speculative purposes. In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair market value as current or non-current assets or liabilities on a net basis by counterparty. We do not designate, nor have we historically designated, any of our derivative financial instruments as hedges of an underlying asset, liability and/or forecast transaction. To qualify for hedge accounting treatment as set forth in the authoritative accounting guidance, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation. As a result, changes in the fair value of our derivative financial instruments and the related cash settlement of matured contracts are recognized in “Gain associated with derivative instruments” on our consolidated statements of income. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted The Jumpstart Our Business Startups Act, or JOBS Act, provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to “opt out” of this exemption and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Intangibles — Goodwill and Other In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2017-04, or ASU 2017-04, which amends the FASB Accounting Standards Codification, or ASC, Topic 350 to modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should recognize an impairment loss for the amount by which the carrying amount of a reporting unit exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The pronouncement is effective for fiscal years beginning after December 15, 2019, or for any interim impairment testing within those fiscal years and is required to be applied prospectively, with early adoption permitted. Any impairment assessment we perform subsequent to our adoption of the standard could produce an impairment of goodwill in a different amount than would result under current guidance to the extent the carrying amount of a reporting unit exceeds its fair value. Restricted Cash In November 2016, the FASB issued Accounting Standards Update No. 2016-18, or ASU 2016-18, which amends ASC Topic 230 to require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when we reconcile the beginning-of-period and end-of-period total amounts shown on our consolidated statements of cash flows. The pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and is required to be applied retrospectively for all financial statements presented, with early adoption permitted. We do not expect our adoption of this standard to have a material impact on our consolidated financial statements, other than the presentation of cash and cash equivalents within our consolidated statements of cash flows. Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, or ASU 2016-02, which amends ASC Topic 842 to require balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The amendment provides an option that permits us to elect not to recognize the lease assets and liabilities for leases with a term of 12 months or less. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. Additionally, the FASB has issued and is likely to continue issuing Accounting Standards Updates to clarify application of the guidance in the original standard and to provide practical expedients for implementing guidance, all of which will be effective upon adoption. Currently, we cannot reasonably estimate the impact our adoption of ASU 2016-02 will have on our consolidated financial statements. We do not currently recognize operating leases in our balance sheets as will be required by ASU 2016-02, but we record payments for operating leases as rent expense as incurred. Our process for implementing ASU 2016-02 will involve evaluating all of our existing leases with terms greater than 12 months to quantify the impact to our financial statements, developing accounting policies and internal control processes to address adherence to the requirements of the standard, evaluating the capability of existing accounting systems and any enhancements needed, determining the need to modify any bank or debt compliance requirements, and training and educating our workforce and the investment community regarding the financial statement impact that application of the standard will have. We have initiated steps to identify, accumulate and categorize our lease agreements into homogeneous groups to evaluate the particular terms and conditions for each type of agreement in relation to the requirements of ASU 2016-02 to determine the accounting impact, commonly referred to as an “Impact Assessment.” Once we have determined the impact ASU 2016-02 will have on our current accounting for each particular type of lease, we will develop accounting policies and internal control processes and initiate other steps to implement ASU 2016-02. We do not expect to early adopt the provisions of this standard. Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers, followed by the issuance of certain additional related accounting standards updates, which have been incorporated into the Accounting Standards Codification, or ASC, as ASC 606. ASC 606 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most previously required revenue recognition guidance, including industry-specific guidance. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 permits two methods of adoption: (i) retrospectively to each prior reporting period presented (full retrospective method), or (ii) retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). We will adopt ASC 606 using the full retrospective method by restating each prior reporting period presented. ASC 606 is effective for us beginning January 1, 2018. We expect our adoption of ASC 606 to affect our previously reported amounts as presented in the following discussion and tables: Terminalling Services Revenue and Deferred Revenue — Terminalling services revenue will decrease by $2.5 million and increase by $2.0 million for the years ended December 31, 2017 and 2016, respectively, due to our adoption of ASC 606. The changes to our Terminalling services revenue represent the recognition of previously deferred revenue in connection with payments we receive from customers of our Hardisty and Stroud terminals for their minimum monthly volume commitments for the respective periods in connection with our adoption of ASC 606. We have historically deferred recognition of all such amounts due to the make-up rights we have granted customers of our Hardisty and Stroud terminals for periods up to six months following the month for which the minimum volume commitments were paid. Historically, breakage associated with these make-up rights options has approximated 100% . Breakage rates will be regularly evaluated and modified as necessary to reflect our current expectations and experience. Likewise, the balance of our deferred revenue at December 31, 2017 will decrease by approximately $21.9 million due to our adoption of ASC 606. Pipeline Fees and Prepaid Expenses — Our “Pipeline fees” expense will decrease by $0.9 million and increase by $0.2 million for the years ended December 31, 2017 and 2016, respectively. We have historically recorded amounts paid to Gibson Energy Partnership, or Gibson, for pipeline fees as a prepaid expense, which we have recognized as expense concurrently with our recognition of revenue associated with the expiration of the make-up rights we granted to customers of our Hardisty terminal. As a result of our recognition of a portion of the previously deferred revenue, we will concurrently recognize a proportionate amount of the prepaid pipeline fees as expense in connection with our adoption of ASC 606. Likewise, the balance of prepaid expenses at December 31, 2017, will decrease by $6.4 million due to our adoption of ASC 606. Provision for Income Taxes and Non-current Deferred Income Tax Liability — Our benefit from income taxes will increase by $0.7 million and decrease by $0.5 million for the years ended December 31, 2017 and 2016, respectively. The change in our benefit from income taxes is attributable to the change in “Terminalling services revenue” in excess of the change in “Pipeline fees” associated with our adoption of ASC 606 as discussed above, which affect our provision for income taxes and the related non-current deferred income tax liability. The balance of our deferred income tax liability at December 31, 2017, will increase by $3.9 million due to our adoption of ASC 606. Other Comprehensive Income (Loss) — Foreign Currency Translation and Accumulated Other Comprehensive Income (Loss) — Our translation of the foregoing items within the consolidated income statements and balance sheets of our Canadian subsidiaries will result in changes to the amounts reported in our consolidated statements of comprehensive income for “Other comprehensive income (loss) — foreign currency translation” and the related amount for “Accumulated other comprehensive income (loss)” included in our consolidated balance sheets. The functional currency of our Hardisty terminal is the Canadian dollar, which we translate into U.S. dollars for reporting in our consolidated financial statements. Our “Other comprehensive income (loss) — foreign currency translation” will increase by $0.8 million and $0.3 million for the years ended December 31, 2017 and 2016, respectively. Additionally, the balance of “Accumulated other comprehensive income” at December 31, 2017, will increase by $0.3 million due to our adoption of ASC 606. Cash Flows From Operating Activities — Our adoption of ASC 606 will not affect the amount we report as Cash flows from operating activities, as our adoption of this standard does not affect our cash flow. However, the components that comprise “Net cash provided by operating activities” within our consolidated statements of cash flows will change to reflect the revised amounts presented in our consolidated statements of income and consolidated balance sheet as discussed above. |
ORGANIZATION AND DESCRIPTION 32
ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of capital accounts | Our capital accounts were distributed as follows at the specified dates: December 31, 2017 2016 Common units held by the Public 54.1 % 47.5 % Common units held by USDG 20.0 % 13.8 % Subordinated units held by USDG 23.9 % 36.1 % Class A units held by management 0.3 % 0.6 % General partner interest held by USD Partners GP LLC 1.7 % 2.0 % 100.0 % 100.0 % |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table shows the adjustments for the adoption of ASC 606 and the resulting balance for each affected line item in our consolidated statements of income for the periods indicated: Year ended December 31, 2017 Year ended December 31, 2016 As reported Adjustments As adjusted As reported Adjustments As adjusted (in thousands) Revenues $ 111,336 $ (2,531 ) $ 108,805 $ 111,125 $ 2,042 $ 113,167 Operating costs 80,223 (897 ) 79,326 78,485 220 78,705 Operating income 31,113 (1,634 ) 29,479 32,640 1,822 34,462 Other income, net (308 ) (22 ) (330 ) (10 ) (75 ) (85 ) Income before income taxes 21,015 (1,612 ) 19,403 23,413 1,897 25,310 Income Taxes (1,192 ) (737 ) (1,929 ) (759 ) 512 (247 ) Income from continuing operations 22,207 (875 ) 21,332 24,172 1,385 25,557 Net income 22,207 (875 ) 21,332 24,172 1,385 25,557 The following table shows the adjustments for the adoption of ASC 606 and the resulting balance for each affected line item in our consolidated statements of cash flow for the periods indicated: Year ended December 31, 2017 Year ended December 31, 2016 As reported Adjustments As adjusted As reported Adjustments As adjusted (in thousands) Net income $ 22,207 $ (875 ) $ 21,332 $ 24,172 $ 1,385 $ 25,557 Deferred income taxes (250 ) (737 ) (987 ) 46 512 558 Accounts receivable 256 (34 ) 222 79 — 79 Prepaid expenses and other assets 4,656 (897 ) 3,759 30 220 250 Deferred revenue and other liabilities (7,636 ) 2,119 (5,517 ) 1,854 (2,155 ) (301 ) Deferred revenue - related party 531 424 955 (2,850 ) 38 (2,812 ) Net cash provided by operating activities 47,725 — 47,725 53,076 — 53,076 The following table shows the adjustments for the adoption of ASC 606 and the resulting balance for each affected line item in our consolidated balance sheet: December 31, 2017 As reported Adjustments As adjusted (in thousands) Assets: Accounts receivable, net $ 4,137 $ 34 $ 4,171 Prepaid expenses 8,957 (6,412 ) 2,545 Liabilities: Deferred revenue, current portion 22,011 (18,720 ) 3,291 Deferred revenue, current portion - related party 5,115 (3,129 ) 1,986 Deferred income tax liability, net 614 3,876 4,490 The cumulative effect of the change on our partners’ capital accounts at January 1, 2017 was as follows: Partners’ Capital Account Amount As reported Cumulative Effect Retrospectively Restated Amount (in thousands) Common units $ 122,802 $ 6,088 $ 128,890 Class A units 1,811 118 1,929 Subordinated units (76,749 ) 5,805 (70,944 ) General partner 111 245 356 Accumulated other comprehensive income (loss) (1,157 ) (548 ) (1,705 ) Total partners’ capital $ 46,818 $ 11,708 $ 58,526 |
NET INCOME PER LIMITED PARTNE34
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Distribution Method to Limited and General Partners | The formula for distributing available cash as set forth in our partnership agreement is as follows: Distribution Targets Portion of Quarterly Distribution Per Unit Percentage Distributed to Limited Partners Percentage Distributed to General Partner (including IDRs) (1) Minimum Quarterly Distribution Up to $0.2875 98% 2% First Target Distribution > $0.2875 to $0.330625 98% 2% Second Target Distribution > $0.330625 to $0.359375 85% 15% Third Target Distribution > $0.359375 to $0.431250 75% 25% Thereafter Amounts above $0.431250 50% 50% (1) Assumes our general partner maintains a 2% general partner interest in us. |
Schedule of Earnings Per Share, Basic and Diluted | We determined basic and diluted net income per limited partner unit as set forth in the following tables: For the Year Ended December 31, 2017 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 15,718 $ 5,807 $ 86 $ 596 $ 22,207 Less: Distributable earnings (2) 26,909 8,986 120 845 36,860 Distributions in excess of earnings $ (11,191 ) $ (3,179 ) $ (34 ) $ (249 ) $ (14,653 ) Weighted average units outstanding (3) 17,924 6,565 94 461 Distributable earnings per unit (4) $ 1.50 $ 1.37 $ 1.27 Overdistributed earnings per unit (5) (0.62 ) (0.48 ) (0.36 ) Net income per limited partner unit (basic and diluted) $ 0.88 $ 0.89 $ 0.91 (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. The net income for each class of limited partner interest has been reduced by its proportionate amount of the approximate $185 thousand attributed to the general partner for its incentive distribution rights. (2) Represents the per unit distributions paid of $0.335 per unit for the three months ended March 31, 2017 , $0.34 per unit for the three months ended June 30, 2017 , $0.345 per unit for the three months ended September 30, 2017 , and $0.35 per unit distributable for the three months ended December 31, 2017 , representing the full year-distribution amount of $1.37 per unit. Amounts presented for each class of unit include a proportionate amount of the $1.2 million distributed and $388 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP Amended and Restated 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2016 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 14,644 $ 8,898 $ 148 $ 482 $ 24,172 Less: Distributable earnings (2) 18,708 11,041 183 608 30,540 Distributions in excess of earnings $ (4,064 ) $ (2,143 ) $ (35 ) $ (126 ) $ (6,368 ) Weighted average units outstanding (3) 13,867 8,668 145 461 Distributable earnings per unit (4) $ 1.35 $ 1.27 $ 1.26 Overdistributed earnings per unit (5) (0.29 ) (0.25 ) (0.24 ) Net income per limited partner unit (basic and diluted) $ 1.06 $ 1.02 $ 1.02 (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the year. (2) Represents the per unit distributions paid of $0.3075 per unit for the three months ended March 31, 2016 , $0.315 per unit for the three months ended June 30, 2016 , $0.3225 per unit for the three months ended September 30, 2016 and $0.33 per unit for the three months ended December 31, 2016 , representing the full year distribution of $1.275 per unit. Amounts presented for each class of units include a proportionate amount of the $1.0 million distributed for the year 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 for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. For the Year Ended December 31, 2015 Common Subordinated Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 8,605 $ 8,581 $ 153 $ 354 $ 17,693 Less: Distributable earnings (2) 12,682 12,452 212 518 $ 25,864 Distributions in excess of earnings $ (4,077 ) $ (3,871 ) $ (59 ) $ (164 ) $ (8,171 ) Weighted average units outstanding (3) 10,427 10,464 201 431 Distributable earnings per unit (4) $ 1.22 $ 1.19 $ 1.05 Overdistributed earnings per unit (5) (0.39 ) (0.37 ) (0.29 ) Net income per limited partner unit (basic and diluted) $ 0.83 $ 0.82 $ 0.76 (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the year. (2) Represents the per unit distributions paid of $0.2875 per unit for the three months ended March 31, 2015 , $0.29 per unit for the three months ended June 30, 2015 , $0.2925 per unit for the three months ended September 30, 2015 and $0.30 per unit for the three months ended December 31, 2015 , representing the full year distribution of $1.17 per unit. Amounts presented for each class of units include a proportionate amount of the $434 thousand distributed for the year to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. |
CASPER TERMINAL ACQUISITION (Ta
CASPER TERMINAL ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes our preliminary and final allocation of the consideration we paid for the Casper terminal among the assets acquired and liabilities assumed. We determined the fair value of the identifiable assets acquired and liabilities assumed based upon estimates and assumptions made by management and developed with the assistance of external advisers, with any consideration paid in excess of the fair value of the net assets being attributed to goodwill. Purchase Price Allocation Preliminary Final Consideration: (in thousands) Cash paid to Seller $ 210,445 $ 210,445 Fair value of equity issued to Seller 15,325 15,325 Total consideration $ 225,770 $ 225,770 Allocation of purchase price Working capital, net $ 1,530 $ 1,911 Property and equipment 64,204 64,204 Intangible assets 126,066 126,066 Goodwill 33,970 33,589 Total purchase price $ 225,770 $ 225,770 |
Pro Forma Financial Information | The following table presents our unaudited pro forma consolidated financial information as if the closing of the Casper terminal acquisition had occurred on January 1, 2015: For the Year Ended December 31, 2015 (in thousands except per unit amounts) Total revenues $ 112,325 Operating income $ 30,997 Net income $ 21,310 Earnings per common unit (basic and diluted) $ 0.93 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Our property and equipment is comprised of the following: December 31, Estimated Useful Lives (Years) 2017 2016 (in thousands) Land $ 10,245 $ 9,636 N/A Trackage and facilities 128,568 108,782 10-30 Pipeline 16,336 10,313 20-25 Equipment 12,926 8,234 3-10 Furniture 67 44 5-10 Total property and equipment 168,142 137,009 Accumulated depreciation (22,369 ) (13,821 ) Construction in progress (1) 800 2,514 Property and equipment, net $ 146,573 $ 125,702 (1) The amounts classified as “Construction in progress” are excluded from amounts being depreciated. These amounts represent property that is not yet ready to be placed into productive service as of the respective consolidated balance sheet date. We had no capitalized interest costs for the years ended December 31, 2017 , 2016 and 2015 . |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the balance of Goodwill are presented in the following table (in thousands): Balance at December 31, 2015 $ 33,970 Proceeds from settlement of Casper purchase price (381 ) Balance at December 31, 2016 and 2017 $ 33,589 |
Schedule of identifiable intangible assets | The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: December 31, 2017 December 31, 2016 (in thousands) Carrying amount: Customer service agreements $ 125,960 $ 125,960 Other 106 106 Total carrying amount 126,066 126,066 Accumulated amortization: Customer service agreements (26,731 ) (14,135 ) Other (23 ) (12 ) Total accumulated amortization (26,754 ) (14,147 ) Total intangible assets, net $ 99,312 $ 111,919 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Our long-term debt balances included the following components as of the specified dates: December 31, 2017 2016 (in thousands) Term Loan Facility $ — $ 10,128 Revolving Credit Facility 202,000 213,000 Less: Deferred financing costs, net (1,373 ) (2,234 ) Total long-term debt, net $ 200,627 $ 220,894 |
Schedule of capacity on Credit Facility | We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates: December 31, 2017 2016 (in millions) Aggregate borrowing capacity under the Credit Agreement $ 400.0 $ 400.0 Less: Term Loan Facility amounts outstanding — 10.1 Revolving Credit Facility amounts outstanding 202.0 213.0 Letters of credit outstanding — — Available under the Credit Agreement (1) $ 198.0 $ 176.9 (1) Pursuant to the terms of our Credit Agreement, our borrowing capacity currently is limited to 5.0 times our trailing 12-month consolidated EBITDA for the quarter in which a material acquisition occurs and the two quarters following a material acquisition, as defined in our Credit Agreement, after which time the covenant returns to 4.5 times our trailing 12-month consolidated EBITDA. Our acquisition of the Stroud terminal is treated as a material acquisition under the terms of our Credit Agreement. As a result, our borrowing capacity was limited to 5.0 times our trailing 12-month consolidated EBITDA through December 31, 2017 . |
Schedule of interest expense from continuing operations | Interest expense associated with our outstanding indebtedness was as follows for the specified periods: For the Years Ended December 31, 2017 2016 2015 (in thousands) Interest expense on Credit Agreement $ 9,064 $ 8,986 $ 3,773 Amortization of deferred financing costs 861 861 659 Total interest expense $ 9,925 $ 9,847 $ 4,432 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | |
Summary of Deferred Revenue | The following table provides details of our deferred revenue from unrelated customers as reflected in our consolidated balance sheets as of the dates indicated: December 31, 2017 2016 (in thousands) Customer prepayments, current portion (1) $ 284 $ 3,705 Minimum monthly commitment fees 21,727 23,223 Total deferred revenue, current portion $ 22,011 $ 26,928 Customer prepayments (1) $ — $ 264 Total deferred revenue, net of current portion $ — $ 264 (1) Represents amounts associated with lease payments received in advance from our Fleet services customers. |
NONCONSOLIDATED VARIABLE INTE40
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table summarizes the total assets and liabilities between us and the VIEs as reflected in our consolidated balance sheets at December 31, 2017 and 2016 , as well as our maximum exposure to losses from entities in which we have a variable interest, but are not the primary beneficiary. Generally, our maximum exposure to losses is limited to amounts receivable for services we provided, reduced by any deferred revenues. December 31, 2017 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 30 $ — $ — Accounts payable — — — Deferred revenue, current portion — 284 — Deferred revenue, net of current portion — — — $ 30 $ 284 $ — December 31, 2016 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 7 $ — $ — Accounts payable — 3 — Deferred revenue, current portion — 1,297 — Deferred revenue, net of current portion — 264 — $ 7 $ 1,564 $ — For periods prior to July 1, 2016, our related party sales to the VIEs are included in the accompanying consolidated statements of income as set forth in the following table for the indicated periods: For the Years Ended December 31, 2017 2016 2015 (in millions) Fleet services — related parties $ — $ 0.8 $ 1.9 |
TRANSACTIONS WITH RELATED PAR41
TRANSACTIONS WITH RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 at December 31, 2017 and 2016 , as well as our maximum exposure to losses from entities in which we have a variable interest, but are not the primary beneficiary. Generally, our maximum exposure to losses is limited to amounts receivable for services we provided, reduced by any deferred revenues. December 31, 2017 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 30 $ — $ — Accounts payable — — — Deferred revenue, current portion — 284 — Deferred revenue, net of current portion — — — $ 30 $ 284 $ — December 31, 2016 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 7 $ — $ — Accounts payable — 3 — Deferred revenue, current portion — 1,297 — Deferred revenue, net of current portion — 264 — $ 7 $ 1,564 $ — For periods prior to July 1, 2016, our related party sales to the VIEs are included in the accompanying consolidated statements of income as set forth in the following table for the indicated periods: For the Years Ended December 31, 2017 2016 2015 (in millions) Fleet services — related parties $ — $ 0.8 $ 1.9 |
Related Party Transactions | Our related party revenue from USDM as described above are presented below in the following table for the indicated periods: For the Years Ended December 31, 2017 2016 2015 (in thousands) Terminalling services — related party $ 14,192 $ 6,933 $ 5,228 Fleet leases — related party 4,401 3,560 4,123 Fleet services — related party 652 1,116 966 Freight and other reimbursables — related party 2 — 85 $ 19,247 $ 11,609 $ 10,402 We had $0.4 million receivable from USDM as of December 31, 2017 , and no significant amounts receivable at December 31, 2016 , recorded in “Accounts receivable — related party.” We have deferred revenue included in “Deferred revenue, current portion – related party” in our consolidated balance sheets associated with our terminalling and fleet services agreements with USDM for amounts we have collected from them for their minimum volume commitment fees and prepaid lease amounts as follows for the indicated periods: December 31, 2017 2016 (in thousands) Other current and non-current assets — related party (1) $ 253 $ — Customer prepayments, current portion (2) $ 410 $ 390 Minimum monthly commitment fees 4,705 3,902 Total deferred revenue, current portion — related party $ 5,115 $ 4,292 (1) Represents non-cash lease revenues associated with the recognition of our lease contracts. (2) Represents amounts associated with lease payments received in advance. |
Distributions Made to General and Limited Party, by Distribution | We paid the following aggregate cash distributions to USDG as a holder of our common units and as the sole owner of our subordinated units and to USD Partners GP LLC for their general partner interest and as holder of our IDRs. Year Ended December 31, 2017 Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 1, 2017 February 13, 2017 February 17, 2017 $ 3,814 $ 152 April 27, 2017 May 8, 2017 May 12, 2017 3,872 170 July 27, 2017 August 7, 2017 August 11, 2017 3,929 194 October 26, 2017 November 6, 2017 November 13, 2017 3,987 216 $ 15,602 $ 732 Year Ended December 31, 2016 Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 4, 2016 February 15, 2016 February 19, 2016 $ 3,467 $ 138 April 28, 2016 May 9, 2016 May 13, 2016 3,554 142 July 28, 2016 August 8, 2016 August 12, 2016 3,640 145 October 27, 2016 November 7, 2016 November 14, 2016 3,727 149 $ 14,388 $ 574 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments for rail services agreements | The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2018 $ 11,278 2019 6,484 2020 1,105 Total $ 18,867 The approximate amount of our future minimum lease payments under our non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2018 $ 3,956 2019 3,956 2020 3,954 2021 3,954 2022 3,669 Thereafter 20 Total $ 19,509 |
Schedule of Future Rental Income | The approximate amount of our future rental income under non-cancellable operating leases are as follows (in thousands): Year ending December 31, 2018 $ 4,845 2019 4,845 2020 4,845 2021 4,845 2022 4,845 Thereafter — Total $ 24,225 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Predecessor's Reportable Segment Data for Continuing Operations | The following tables summarize our reportable segment data: For the Year Ended December 31, 2017 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 87,210 $ — $ — $ 87,210 Terminalling services — related party 14,192 — — 14,192 Railroad incentives 22 — — 22 Fleet leases — 2,140 — 2,140 Fleet leases — related party — 4,401 — 4,401 Fleet services — 1,854 — 1,854 Fleet services — related party — 652 — 652 Freight and other reimbursables 367 496 — 863 Freight and other reimbursables — related party 1 1 — 2 Total revenues 101,792 9,544 — 111,336 Operating costs Subcontracted rail services 8,953 — — 8,953 Pipeline fees 23,420 — — 23,420 Fleet leases — 6,539 — 6,539 Freight and other reimbursables 368 497 — 865 Operating and maintenance 2,853 380 — 3,233 Selling, general and administrative 5,064 927 9,090 15,081 Depreciation and amortization 22,132 — — 22,132 Total operating costs 62,790 8,343 9,090 80,223 Operating income (loss) 39,002 1,201 (9,090 ) 31,113 Interest expense 170 — 9,755 9,925 Loss (gain) associated with derivative instruments 1,083 — (146 ) 937 Foreign currency transaction loss (gain) (33 ) 5 (428 ) (456 ) Other income, net (308 ) — — (308 ) Provision for (benefit from) income taxes (1,290 ) 275 (177 ) (1,192 ) Net income (loss) $ 39,380 $ 921 $ (18,094 ) $ 22,207 Total assets $ 304,315 $ 2,229 $ 846 $ 307,390 Capital expenditures and acquisitions $ 27,580 $ — $ — $ 27,580 For the Year Ended December 31, 2016 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 93,014 $ — $ — $ 93,014 Terminalling services — related party 6,933 — — 6,933 Railroad incentives 76 — — 76 Fleet leases — 2,577 — 2,577 Fleet leases— related party — 3,560 — 3,560 Fleet services — 1,084 — 1,084 Fleet services — related party — 1,926 — 1,926 Freight and other reimbursables 13 1,942 — 1,955 Freight and other reimbursables — related party — — — — Total revenues 100,036 11,089 — 111,125 Operating costs Subcontracted rail services 8,077 — — 8,077 Pipeline fees 20,799 — — 20,799 Fleet leases — 6,174 — 6,174 Freight and other reimbursables 13 1,942 — 1,955 Operating and maintenance 2,625 337 — 2,962 Selling, general and administrative 4,899 823 9,704 15,426 Depreciation and amortization 23,092 — — 23,092 Total operating costs 59,505 9,276 9,704 78,485 Operating income (loss) 40,531 1,813 (9,704 ) 32,640 Interest expense 1,016 — 8,831 9,847 Loss associated with derivative instruments 140 — — 140 Foreign currency transaction gain (28 ) (71 ) (651 ) (750 ) Other income, net (10 ) — — (10 ) Provision for (benefit from) income taxes (1,184 ) 242 183 (759 ) Net income (loss) $ 40,597 $ 1,642 $ (18,067 ) $ 24,172 Total assets $ 297,250 $ 5,773 $ 2,944 $ 305,967 Capital expenditures and acquisitions $ 474 $ — $ — $ 474 For the Year Ended December 31, 2015 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 58,841 $ — $ — $ 58,841 Terminalling services — related party 5,228 — — 5,228 Railroad incentives 434 — — 434 Fleet leases — 7,710 — 7,710 Fleet leases — related party — 4,123 — 4,123 Fleet services — 622 — 622 Fleet services — related party — 2,840 — 2,840 Freight and other reimbursables — 1,880 — 1,880 Freight and other reimbursables — related party — 85 — 85 Total revenues 64,503 17,260 — 81,763 Operating costs Subcontracted rail services 7,710 — — 7,710 Pipeline fees 17,249 — — 17,249 Fleet leases — 11,833 — 11,833 Freight and other reimbursables — 1,965 — 1,965 Operating and maintenance 1,768 294 — 2,062 Selling, general and administrative 4,156 741 7,483 12,380 Depreciation and amortization 6,110 — — 6,110 Total operating costs 36,993 14,833 7,483 59,309 Operating income (loss) 27,510 2,427 (7,483 ) 22,454 Interest expense 2,043 — 2,389 4,432 Gain associated with derivative instruments (5,161 ) — — (5,161 ) Foreign currency transaction loss (gain) 166 43 (410 ) (201 ) Other income, net (17 ) — (47 ) (64 ) Provision for income taxes 5,581 173 1 5,755 Net Income (loss) $ 24,898 $ 2,211 $ (9,416 ) $ 17,693 Total assets $ 316,232 $ 5,719 $ 6,447 $ 328,398 Capital expenditures and acquisitions $ 212,116 $ — $ — $ 212,116 |
Reconciliation of Adjusted EBITDA to Profit or Loss From Continuing Operations | The following table provides a reconciliation of Segment Adjusted EBITDA to “Net cash provided by operating activities:” For the Years Ended December 31, 2017 2016 2015 (in thousands) Segment Adjusted EBITDA Terminalling services $ 59,818 $ 67,507 $ 45,347 Fleet services 1,542 1,813 2,427 Corporate activities (1) (4,984 ) (5,630 ) (5,022 ) Total Adjusted EBITDA 56,376 63,690 42,752 Add (deduct): Amortization of deferred financing costs 861 861 659 Deferred income taxes (250 ) 46 814 Changes in accounts receivable and other assets 4,433 1,859 (730 ) Changes in accounts payable and accrued expenses 397 (1,917 ) (880 ) Changes in deferred revenue and other liabilities (7,105 ) (996 ) 10,085 Change in restricted cash (94 ) (654 ) 870 Interest expense, net (9,917 ) (9,837 ) (4,368 ) Benefit from (provision for) income taxes 1,192 759 (5,755 ) Foreign currency transaction gain (2) 456 750 201 Non-cash lease items (3) (341 ) — — Deferred revenue associated with minimum monthly commitment fees (4) 1,717 (1,485 ) (7,444 ) Net cash provided by operating activities $ 47,725 $ 53,076 $ 36,204 (1) Corporate activities represent shared service and financing transactions that are not allocated to our established reporting segments. (2) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. (3) Represents non-cash lease revenues and expenses associated with the recognition of our lease contracts. (4) Represents deferred revenue associated with minimum monthly commitment fees in excess of throughput utilized, which fees are not refundable to our customers. Amounts presented are net of: (a) the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue; (b) revenue recognized in the current period that was previously deferred; and (c) expense recognized for previously prepaid Gibson pipeline fees, which correspond with the revenue recognized that was previously deferred. Refer to Note 10 – Deferred Revenue for additional discussion of deferred revenue. |
Summary of Predecessor's Total Assets by Segment from Continuing Operations | The following tables summarize the geographic data for our continuing operations: For the Year Ended December 31, 2017 U.S. Canada Total (in thousands) Revenues Third party $ 37,336 $ 54,753 $ 92,089 Related party $ 5,054 $ 14,193 $ 19,247 Total assets $ 229,206 $ 78,184 $ 307,390 For the Year Ended December 31, 2016 U.S. Canada Total (in thousands) Revenues Third party $ 44,792 $ 53,914 $ 98,706 Related party $ 5,426 $ 6,993 $ 12,419 Total assets $ 224,450 $ 81,517 $ 305,967 For the Year Ended December 31, 2015 U.S. Canada Total (in thousands) Revenues Third party $ 20,134 $ 49,353 $ 69,487 Related party $ 6,945 $ 5,331 $ 12,276 Total assets $ 250,309 $ 78,089 $ 328,398 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Components of our provision for (benefit from) income taxes are presented below: Years Ended December 31, 2017 2016 2015 (in thousands) Current income tax expense (benefit) U.S. federal income tax $ 687 $ — $ 346 U.S. federal operating loss carryforward (200 ) — (301 ) State income tax expense (benefit) (115 ) 208 154 Canadian federal and provincial income taxes expense (benefit) (1,314 ) (1,013 ) 5,596 Benefit of Canadian operating loss carryforwards — — (854 ) Total current income tax expense (benefit) (942 ) (805 ) 4,941 Deferred income tax expense (benefit) U.S. federal income tax (benefit) (262 ) 245 — Canadian federal and provincial income taxes expense (benefit) 12 (199 ) 814 Total change in deferred income tax expense (benefit) (250 ) 46 814 Provision for (benefit from) income taxes $ (1,192 ) $ (759 ) $ 5,755 |
Schedule of Income before Income Tax, Domestic and Foreign | The components of our income before income taxes and a reconciliation between income tax expense based on the U.S. statutory income tax rate and our effective income tax expense are presented below: Years Ended December 31, 2017 2016 2015 (in thousands) Domestic $ 25,663 $ 27,367 $ 3,222 Foreign (4,648 ) (3,954 ) 20,226 Income before income taxes $ 21,015 $ 23,413 $ 23,448 Income tax expense at the U.S. federal statutory rate $ 7,145 $ 7,961 $ 7,972 Amount attributable to partnership not subject to income tax (8,590 ) (8,718 ) 247 Foreign income tax rate differential 326 397 (2,303 ) Other 28 (68 ) 135 State income tax expense (benefit) (1) (132 ) 201 125 Change in valuation allowance 31 (532 ) (421 ) Provision for (benefit from) income taxes $ (1,192 ) $ (759 ) $ 5,755 (1) Net of the federal income tax expense or benefit for the deduction associated with state income taxes. |
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred income tax assets and liabilities associated with our operations were as follows as of the dates indicated: December 31, 2017 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ — $ — $ — Other assets 16 — 16 Capital loss carryforwards — 469 469 Operating loss carryforwards — — — Deferred income tax liabilities Unbilled revenue — (284 ) (284 ) Prepaid expenses — — — Property and equipment — (346 ) (346 ) Valuation allowance — (469 ) (469 ) Deferred income tax liability, net $ 16 $ (630 ) $ (614 ) December 31, 2016 U.S. Foreign Total (in thousands) Deferred income tax assets Deferred revenues $ 89 $ — $ 89 Capital loss carryforwards — 438 438 Operating loss carryforwards 257 — 257 Deferred income tax liabilities Prepaid expenses (592 ) — (592 ) Property and equipment — (577 ) (577 ) Valuation allowance — (438 ) (438 ) Deferred income tax liability, net $ (246 ) $ (577 ) $ (823 ) |
MAJOR CUSTOMERS AND CONCENTRA45
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue Attributable to Major Customers | The following tables provide the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2017 Total Revenues by Major Customer (in thousands) Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 19,114 17 % 74 % 26 % Customer B $ 18,226 16 % 100 % — % Customer C $ 12,018 11 % 100 % — % Customer D $ 13,041 12 % 100 % — % Customer E $ 9,949 9 % 100 % — % Customer F $ 4,583 4 % 100 % — % For the Year Ended December 31, 2016 Total Revenues by Major Customer (in thousands) Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 11,611 10 % 60 % 40 % Customer B $ 15,827 14 % 100 % — % Customer C $ 11,436 10 % 100 % — % Customer D $ 10,158 9 % 100 % — % Customer E $ 15,249 14 % 100 % — % Customer F $ 11,140 10 % 96 % 4 % |
DERIVATIVE FINANCIAL INSTRUME46
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Positions Included in the Consolidated Balance Sheets at Fair Value | We recorded all of our derivative financial instruments at their fair values in the line items specified below within our consolidated balance sheets, the amounts of which were as follows at the dates indicated: December 31, 2017 2016 (in thousands) Other current assets $ 183 $ 1,167 |
Schedule of Gain (Loss) on Derivative Instruments | In connection with our derivative activities, we recognized the following amounts during the periods presented: Years Ended December 31, 2017 2016 2015 (in thousands) Loss (gain) associated with derivative instruments $ 937 $ 140 $ (5,161 ) |
Schedule of Derivative Instruments | The following tables present summarized information about the fair values of our outstanding interest rate contracts for the periods indicated: December 31, 2017 Notional Interest Rate Parameters Fair Value (in thousands) Collar Agreements Maturing in 2022 Ceiling C$ 100,000,000 2.5 % $ 938 Floor C$ 100,000,000 1.7 % (755 ) Total $ 183 The following tables present summarized information about the fair values of our outstanding foreign currency contracts for the period indicated: December 31, 2016 Notional Forward Rate (1) Market Price (1) Fair Value (in thousands) Forward contracts maturing in 2017 March 31, 2017 C$ 8,300,000 0.7804 0.7444 $ 299 June 30, 2017 C$ 8,400,000 0.7805 0.7453 296 September 29, 2017 C$ 8,400,000 0.7807 0.7462 290 December 29, 2017 C$ 8,400,000 0.7809 0.7473 282 Total $ 1,167 (1) Forward rates and market prices are denoted in amounts where a Canadian dollar is exchanged for the indicated amount of U.S. dollars. The forward rate represents the rate we received upon settlement. The market price represents the rate we would expect to pay had the contract been settled on December 31, 2016 . |
Offsetting Assets | The effect of the rights of offset are presented in the tables below as of the date indicated. December 31, 2017 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 938 $ — $ — $ — $ 938 Effects of netting arrangements — — (755 ) — $ (755 ) Fair value of derivatives - net presentation $ 938 $ — $ (755 ) $ — $ 183 December 31, 2016 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,167 $ — $ — $ — $ 1,167 Effects of netting arrangements — — — — $ — Fair value of derivatives - net presentation $ 1,167 $ — $ — $ — $ 1,167 |
Offsetting Liabilities | The effect of the rights of offset are presented in the tables below as of the date indicated. December 31, 2017 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 938 $ — $ — $ — $ 938 Effects of netting arrangements — — (755 ) — $ (755 ) Fair value of derivatives - net presentation $ 938 $ — $ (755 ) $ — $ 183 December 31, 2016 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives - gross presentation $ 1,167 $ — $ — $ — $ 1,167 Effects of netting arrangements — — — — $ — Fair value of derivatives - net presentation $ 1,167 $ — $ — $ — $ 1,167 |
PARTNERS' CAPITAL (Tables)
PARTNERS' CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stock by Class | The following table presents the net proceeds from our common unit issuances: Number of Common Units Issued Public Offering Price per Common Unit Net Proceeds to the Partnership (1) (in millions) June 7, 2017 Issuance 3,000,000 $ 11.60 $ 33.7 (1) Net of underwriter’s fees and discounts, commissions and issuance costs. |
UNIT BASED COMPENSATION (Tables
UNIT BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Class A Units Outstanding | The grant date average fair value of all Class A units was $25.71 per unit at December 31, 2017 , 2016 and 2015 . Years Ended December 31, 2017 2016 2015 Class A units outstanding at beginning of period 138,750 185,000 220,000 Vested (46,250 ) (46,250 ) — Forfeited (10,000 ) — (35,000 ) Class A units outstanding at end of period 82,500 138,750 185,000 |
Schedule of Share-based Compensation, Activity | The following table presents the award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 24,045 367,548 $ 12.76 Forfeited — (17,572 ) $ 12.90 Phantom Unit awards at December 31, 2015 24,045 349,976 $ 12.75 Granted 64,830 472,912 $ 6.41 Vested (24,045 ) (87,500 ) $ 12.66 Forfeited — (4,580 ) $ 7.29 Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 Granted 24,999 641,955 $ 12.78 Vested (64,830 ) (204,831 ) $ 8.48 Forfeited — (56,083 ) $ 10.94 Phantom Unit awards at December 31, 2017 24,999 1,111,849 $ 10.90 The following table presents the award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.78 Vested (1) — (4,426 ) $ 12.78 Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.78 Granted 21,610 17,021 $ 6.39 Vested (1)(2) (10,256 ) (8,682 ) $ 11.34 Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 Granted 8,333 19,812 $ 12.80 Vested (1)(2) (21,610 ) (13,633 ) $ 6.29 Phantom Unit awards at December 31, 2017 8,333 27,794 $ 11.29 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2017 , 2016 and 2015 at the closing price for our common units as quoted on the NYSE. We paid $153 thousand , $137 thousand and $32 thousand , respectively, for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2017 , 2016 and 2015 . (2) Phantom Unit grants to Directors and independent consultants domiciled in Canada vested on February 25, 2017 and February 16, 2016, at the closing price for our common units as quoted on the NYSE, resulting in our payment of $277 thousand and $64 thousand , respectively, for the vested Phantom Units. In February and March of 2018, awards of 369,903 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) (in thousands ) U.S. domiciled directors and independent consultants 24,999 24,999 $ — U.S. domiciled employee 336,571 219,795 — Canadian domiciled directors and independent consultants 8,333 — 96 369,903 244,794 $ 96 (1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of phantom units that vest. (2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $11.55 . |
Schedule of Phantom Units Granted | We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Years Ended December 31, 2017 2016 2015 (in thousands) Equity-classified Phantom Units (1) $ 1,439 $ 868 $ 327 Liability-classified Phantom Units 65 56 24 Total $ 1,504 $ 924 $ 351 (1) We reclassified approximately $64 thousand , $3 thousand and $5 thousand for the years ended December 31, 2017 , 2016 and 2015 , respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
SUPPLEMENTAL CASH FLOW INFORM49
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information for the periods indicated: For the Years Ended December 31, 2017 2016 2015 (in thousands) Cash paid (received) for income taxes $ (1,250 ) $ 845 $ 3,995 Cash paid for interest $ 9,754 $ 8,722 $ 3,695 The following table provides supplemental information for the item labeled “Other” in the “Net cash provided by operating activities” section of our consolidated statements of cash flows: For the Years Ended December 31, 2017 2016 2015 (in thousands) Loss associated with disposal of assets $ 18 $ — $ — Amortization of deferred financing costs $ 861 $ 861 $ 659 Deferred income taxes $ (250 ) $ 46 $ 814 $ 629 $ 907 $ 1,473 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of Share-based Compensation, Activity | The following table presents the award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 24,045 367,548 $ 12.76 Forfeited — (17,572 ) $ 12.90 Phantom Unit awards at December 31, 2015 24,045 349,976 $ 12.75 Granted 64,830 472,912 $ 6.41 Vested (24,045 ) (87,500 ) $ 12.66 Forfeited — (4,580 ) $ 7.29 Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 Granted 24,999 641,955 $ 12.78 Vested (64,830 ) (204,831 ) $ 8.48 Forfeited — (56,083 ) $ 10.94 Phantom Unit awards at December 31, 2017 24,999 1,111,849 $ 10.90 The following table presents the award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2014 — — $ — Granted 10,256 17,702 $ 12.78 Vested (1) — (4,426 ) $ 12.78 Phantom Unit awards at December 31, 2015 10,256 13,276 $ 12.78 Granted 21,610 17,021 $ 6.39 Vested (1)(2) (10,256 ) (8,682 ) $ 11.34 Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 Granted 8,333 19,812 $ 12.80 Vested (1)(2) (21,610 ) (13,633 ) $ 6.29 Phantom Unit awards at December 31, 2017 8,333 27,794 $ 11.29 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2017 , 2016 and 2015 at the closing price for our common units as quoted on the NYSE. We paid $153 thousand , $137 thousand and $32 thousand , respectively, for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2017 , 2016 and 2015 . (2) Phantom Unit grants to Directors and independent consultants domiciled in Canada vested on February 25, 2017 and February 16, 2016, at the closing price for our common units as quoted on the NYSE, resulting in our payment of $277 thousand and $64 thousand , respectively, for the vested Phantom Units. In February and March of 2018, awards of 369,903 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) (in thousands ) U.S. domiciled directors and independent consultants 24,999 24,999 $ — U.S. domiciled employee 336,571 219,795 — Canadian domiciled directors and independent consultants 8,333 — 96 369,903 244,794 $ 96 (1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of phantom units that vest. (2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $11.55 . |
QUARTERLY FINANCIAL DATA (Una51
QUARTERLY FINANCIAL DATA (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial data (unaudited) | QUARTERLY FINANCIAL DATA (Unaudited) First Second Third Fourth (in thousands, except per unit amounts) 2017 Quarters Operating revenue $ 27,752 $ 26,989 $ 28,981 $ 27,614 Operating expense (1) $ 18,516 $ 18,227 $ 20,182 $ 23,298 Operating income $ 9,236 $ 8,762 $ 8,799 $ 4,316 Net income $ 5,198 $ 8,379 $ 6,427 $ 2,203 Net income attributable to limited partner ownership interests in USD Partners LP $ 5,080 $ 8,185 $ 6,258 $ 2,098 Net income per limited partner unit, basic and diluted $ 0.22 $ 0.35 $ 0.24 $ 0.08 2016 Quarters Operating revenue $ 26,357 $ 27,871 $ 28,343 $ 28,554 Operating expense (2) $ 18,834 $ 18,454 $ 18,843 $ 22,354 Operating income $ 7,523 $ 9,417 $ 9,500 $ 6,200 Net income $ 2,150 $ 5,235 $ 12,831 $ 3,956 Net income attributable to limited partner ownership interests in USD Partners LP $ 2,107 $ 5,131 $ 12,575 $ 3,877 Net income per limited partner unit, basic and diluted $ 0.09 $ 0.23 $ 0.49 $ 0.17 (1) Operating expense for the fourth quarter of 2017 includes a non-cash impairment loss of approximately $1.7 million to reduce the value of certain assets included in our Terminalling services segment to their net realizable value less selling costs. (2) Operating expense for the fourth quarter of 2016 includes a non-cash impairment loss of approximately $3.5 million to write down the non-current assets of the San Antonio rail terminal to fair market value. |
ORGANIZATION AND DESCRIPTION 52
ORGANIZATION AND DESCRIPTION OF BUSINESS - General (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest (as a percent) | 100.00% | 100.00% |
Common units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest (as a percent) | 54.10% | 47.50% |
Class A units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest (as a percent) | 0.30% | 0.60% |
USDG | Common units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest (as a percent) | 20.00% | 13.80% |
USDG | Subordinated units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest (as a percent) | 23.90% | 36.10% |
USD Partners GP LLC | Common units | ||
Limited Partners' Capital Account [Line Items] | ||
General partner interest (as a percent) | 1.70% | 2.00% |
SUMMARY OF SIGNIFICANT ACCOUN53
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017CADCAD / railcar | Dec. 31, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Average incentive payment amount per railcar shipped (in dollars per railcar) | CAD / railcar | 100 | |
Maximum payment for railcar shipped | CAD | CAD 12,500,000 | |
ARO liability | $ | $ 1 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 5 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life (in years) | 30 years |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Long-lived Assets (Details) - Casper Crude to Rail, LLC | 12 Months Ended |
Dec. 31, 2017bbl | |
Property, Plant and Equipment [Line Items] | |
Incremental volume of barrels per day (in bpd) | 7,700 |
Remaining useful life | 8 years |
Projected cash flow multiplier | 9 |
SUMMARY OF SIGNIFICANT ACCOUN55
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill | $ 33,589,000 | $ 33,589,000 | $ 33,970,000 |
Goodwill, impairment loss | 0 | ||
Terminalling services | Casper Terminal | |||
Goodwill [Line Items] | |||
Goodwill | $ 33,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN56
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 15, 2014 |
Secured Debt | Credit Facility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN57
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Pipeline fees | $ 23,420 | $ 20,799 | $ 17,249 |
Income Taxes | (1,192) | (759) | 5,755 |
Deferred income tax liability, net | 614 | 823 | |
Other comprehensive income (loss) — foreign currency translation | 2,797 | (1,019) | (120) |
Accumulated other comprehensive income (loss) | 1,640 | (1,157) | |
Terminalling services | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | 87,210 | 93,014 | 58,841 |
Pro Forma | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Income Taxes | (1,929) | (247) | |
Deferred income tax liability, net | 4,490 | ||
Pro Forma | Adjustments Increase (Decrease) | Topic 606 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred revenue | (21,900) | ||
Pipeline fees | (900) | 200 | |
Prepaid expense | (6,400) | ||
Income Taxes | (737) | 512 | |
Deferred income tax liability, net | 3,876 | ||
Other comprehensive income (loss) — foreign currency translation | 800 | 300 | |
Accumulated other comprehensive income (loss) | 300 | ||
Cumulative effect of new accounting principle in period of adoption | $ 10,000 | ||
Pro Forma | Adjustments Increase (Decrease) | Topic 606 | Terminalling services | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | $ (2,500) | $ 2,000 |
SUMMARY OF SIGNIFICANT ACCOUN58
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption on Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Operating revenue | $ 27,614 | $ 28,981 | $ 26,989 | $ 27,752 | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 111,336 | $ 111,125 | $ 81,763 |
Operating costs | 23,298 | 20,182 | 18,227 | 18,516 | 22,354 | 18,843 | 18,454 | 18,834 | 80,223 | 78,485 | 59,309 |
Operating income | 4,316 | 8,799 | 8,762 | 9,236 | 6,200 | 9,500 | 9,417 | 7,523 | 31,113 | 32,640 | 22,454 |
Other income, net | (308) | (10) | (64) | ||||||||
Income before income taxes | 21,015 | 23,413 | 23,448 | ||||||||
Income Taxes | (1,192) | (759) | 5,755 | ||||||||
Net income | 22,207 | 24,172 | 17,693 | ||||||||
Net income | $ 2,203 | $ 6,427 | $ 8,379 | $ 5,198 | $ 3,956 | $ 12,831 | $ 5,235 | $ 2,150 | 22,207 | 24,172 | $ 17,693 |
Pro Forma | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Operating revenue | 108,805 | 113,167 | |||||||||
Operating costs | 79,326 | 78,705 | |||||||||
Operating income | 29,479 | 34,462 | |||||||||
Other income, net | (330) | (85) | |||||||||
Income before income taxes | 19,403 | 25,310 | |||||||||
Income Taxes | (1,929) | (247) | |||||||||
Net income | 21,332 | 25,557 | |||||||||
Net income | 21,332 | 25,557 | |||||||||
Pro Forma | Topic 606 | Adjustments | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Operating revenue | (2,531) | 2,042 | |||||||||
Operating costs | (897) | 220 | |||||||||
Operating income | (1,634) | 1,822 | |||||||||
Other income, net | (22) | (75) | |||||||||
Income before income taxes | (1,612) | 1,897 | |||||||||
Income Taxes | (737) | 512 | |||||||||
Net income | (875) | 1,385 | |||||||||
Net income | $ (875) | $ 1,385 |
SUMMARY OF SIGNIFICANT ACCOUN59
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption On Cash Flow Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net income | $ 2,203 | $ 6,427 | $ 8,379 | $ 5,198 | $ 3,956 | $ 12,831 | $ 5,235 | $ 2,150 | $ 22,207 | $ 24,172 | $ 17,693 |
Deferred income taxes | (250) | 46 | 814 | ||||||||
Accounts receivable | 256 | 79 | 1,647 | ||||||||
Prepaid expenses and other assets | 4,656 | 30 | (572) | ||||||||
Deferred revenue and other liabilities | (7,636) | 1,854 | 9,500 | ||||||||
Deferred revenue — related party | 531 | (2,850) | 585 | ||||||||
Net cash provided by operating activities | 47,725 | 53,076 | $ 36,204 | ||||||||
Pro Forma | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net income | 21,332 | 25,557 | |||||||||
Deferred income taxes | (987) | 558 | |||||||||
Accounts receivable | 222 | 79 | |||||||||
Prepaid expenses and other assets | 3,759 | 250 | |||||||||
Deferred revenue and other liabilities | (5,517) | (301) | |||||||||
Deferred revenue — related party | 955 | (2,812) | |||||||||
Net cash provided by operating activities | 47,725 | 53,076 | |||||||||
Pro Forma | Topic 606 | Adjustments | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net income | (875) | 1,385 | |||||||||
Deferred income taxes | (737) | 512 | |||||||||
Accounts receivable | (34) | 0 | |||||||||
Prepaid expenses and other assets | (897) | 220 | |||||||||
Deferred revenue and other liabilities | 2,119 | (2,155) | |||||||||
Deferred revenue — related party | 424 | 38 | |||||||||
Net cash provided by operating activities | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN60
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption On Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Accounts receivable, net | $ 4,137 | $ 4,321 |
Prepaid expenses | 8,957 | 10,325 |
Liabilities: | ||
Deferred revenue, current portion | 22,011 | 26,928 |
Deferred revenue, current portion — related party | 5,115 | 4,292 |
Deferred income tax liability, net | 614 | $ 823 |
Pro Forma | ||
Assets: | ||
Accounts receivable, net | 4,171 | |
Prepaid expenses | 2,545 | |
Liabilities: | ||
Deferred revenue, current portion | 3,291 | |
Deferred revenue, current portion — related party | 1,986 | |
Deferred income tax liability, net | 4,490 | |
Pro Forma | Topic 606 | Adjustments | ||
Assets: | ||
Accounts receivable, net | 34 | |
Prepaid expenses | (6,412) | |
Liabilities: | ||
Deferred revenue, current portion | (18,720) | |
Deferred revenue, current portion — related party | (3,129) | |
Deferred income tax liability, net | $ 3,876 |
SUMMARY OF SIGNIFICANT ACCOUN61
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect on Partners' Capital (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | $ 73,295 | $ 46,818 | $ 49,760 | |
General Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | (50) | 111 | 220 | $ 12 |
Common units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 131,169 | 122,802 | 141,374 | 127,865 |
Class A units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 1,356 | 1,811 | 1,749 | 550 |
Subordinated units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | (60,820) | (76,749) | (93,445) | (90,214) |
Accumulated other comprehensive income (loss) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | $ 1,640 | (1,157) | $ (138) | $ (18) |
Pro Forma | As adjusted | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 58,526 | |||
Pro Forma | As adjusted | General Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 356 | |||
Pro Forma | As adjusted | Common units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 128,890 | |||
Pro Forma | As adjusted | Class A units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 1,929 | |||
Pro Forma | As adjusted | Subordinated units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | (70,944) | |||
Pro Forma | As adjusted | Accumulated other comprehensive income (loss) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | (1,705) | |||
Pro Forma | Topic 606 | Adjustments | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 11,708 | |||
Pro Forma | Topic 606 | Adjustments | General Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 245 | |||
Pro Forma | Topic 606 | Adjustments | Common units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 6,088 | |||
Pro Forma | Topic 606 | Adjustments | Class A units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 118 | |||
Pro Forma | Topic 606 | Adjustments | Subordinated units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | 5,805 | |||
Pro Forma | Topic 606 | Adjustments | Accumulated other comprehensive income (loss) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Partners' Capital | $ (548) |
NET INCOME PER LIMITED PARTNE62
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST - Distributions to Limited and General Partners (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Dec. 31, 2017 | |
Minimum Quarterly Distribution | ||
Distribution Made to Limited Partner [Line Items] | ||
Percentage Distributed to Limited Partners | 98.00% | |
Percentage Distributed to General Partner (including IDRs) | 2.00% | |
Minimum Quarterly Distribution | Maximum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.2875 | |
First Target Distribution | ||
Distribution Made to Limited Partner [Line Items] | ||
Percentage Distributed to Limited Partners | 98.00% | |
Percentage Distributed to General Partner (including IDRs) | 2.00% | |
First Target Distribution | Maximum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.330625 | |
First Target Distribution | Minimum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.2875 | |
Second Target Distribution | ||
Distribution Made to Limited Partner [Line Items] | ||
Percentage Distributed to Limited Partners | 85.00% | |
Percentage Distributed to General Partner (including IDRs) | 15.00% | |
Second Target Distribution | Maximum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.359375 | |
Second Target Distribution | Minimum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.330625 | |
Third Target Distribution | ||
Distribution Made to Limited Partner [Line Items] | ||
Percentage Distributed to Limited Partners | 75.00% | |
Percentage Distributed to General Partner (including IDRs) | 25.00% | |
Third Target Distribution | Maximum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.431250 | |
Third Target Distribution | Minimum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.359375 | |
Thereafter | ||
Distribution Made to Limited Partner [Line Items] | ||
Percentage Distributed to Limited Partners | 50.00% | |
Percentage Distributed to General Partner (including IDRs) | 50.00% | |
Thereafter | Minimum | ||
Distribution Made to Limited Partner [Line Items] | ||
Portion of quarterly distribution per unit (in dollars per unit) | $ 0.431250 | |
General Partner | USD Partners GP LLC | ||
Distribution Made to Limited Partner [Line Items] | ||
General partner interest (as a percent) | 1.70% | 2.00% |
NET INCOME PER LIMITED PARTNE63
NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST - Schedule of Earnings per Units by Class (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | $ 2,203 | $ 6,427 | $ 8,379 | $ 5,198 | $ 3,956 | $ 12,831 | $ 5,235 | $ 2,150 | $ 22,207 | $ 24,172 | $ 17,693 | ||||
Less: Distributable earnings | 36,860 | 30,540 | 25,864 | ||||||||||||
Distributions in excess of earnings | $ (14,653) | $ (6,368) | $ (8,171) | ||||||||||||
Distributions for the period (in dollars per share) | $ 0.350 | $ 0.345 | $ 0.34 | $ 0.335 | $ 0.3300 | $ 0.3225 | $ 0.3150 | $ 0.3075 | $ 0.30 | $ 0.2925 | $ 0.2900 | $ 0.2875 | $ 1.37 | $ 1.275 | $ 1.17 |
Common Units | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Weighted average units outstanding (in shares) | 17,924 | 13,867 | 10,427 | ||||||||||||
Subordinated Units | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Weighted average units outstanding (in shares) | 6,565 | 8,668 | 10,464 | ||||||||||||
Limited Partner | Common Units | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | $ 15,718 | $ 14,644 | $ 8,605 | ||||||||||||
Less: Distributable earnings | 26,909 | 18,708 | 12,682 | ||||||||||||
Distributions in excess of earnings | $ (11,191) | $ (4,064) | $ (4,077) | ||||||||||||
Weighted average units outstanding (in shares) | 17,924 | 13,867 | 10,427 | ||||||||||||
Distributable earnings per unit (USD per share) | $ 1.50 | $ 1.35 | $ 1.22 | ||||||||||||
Overdistributed earnings per unit (USD per share) | (0.62) | (0.29) | (0.39) | ||||||||||||
Net loss per limited partner unit (basic and diluted) (USD per share) | $ 0.88 | $ 1.06 | $ 0.83 | ||||||||||||
Limited Partner | Subordinated Units | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | $ 5,807 | $ 8,898 | $ 8,581 | ||||||||||||
Less: Distributable earnings | 8,986 | 11,041 | 12,452 | ||||||||||||
Distributions in excess of earnings | $ (3,179) | $ (2,143) | $ (3,871) | ||||||||||||
Distributable earnings per unit (USD per share) | $ 1.37 | $ 1.27 | $ 1.19 | ||||||||||||
Overdistributed earnings per unit (USD per share) | (0.48) | (0.25) | (0.37) | ||||||||||||
Net loss per limited partner unit (basic and diluted) (USD per share) | $ 0.89 | $ 1.02 | $ 0.82 | ||||||||||||
Limited Partner | Class A Units | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | $ 86 | $ 148 | $ 153 | ||||||||||||
Less: Distributable earnings | 120 | 183 | 212 | ||||||||||||
Distributions in excess of earnings | $ (34) | $ (35) | $ (59) | ||||||||||||
Weighted average units outstanding (in shares) | 94 | 145 | 201 | ||||||||||||
Distributable earnings per unit (USD per share) | $ 1.27 | $ 1.26 | $ 1.05 | ||||||||||||
Overdistributed earnings per unit (USD per share) | (0.36) | (0.24) | (0.29) | ||||||||||||
Net loss per limited partner unit (basic and diluted) (USD per share) | $ 0.91 | $ 1.02 | $ 0.76 | ||||||||||||
General Partner | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | $ 596 | $ 482 | $ 354 | ||||||||||||
Less: Distributable earnings | 845 | 608 | 518 | ||||||||||||
Distributions in excess of earnings | $ (249) | $ (126) | $ (164) | ||||||||||||
Weighted average units outstanding (in shares) | 461 | 461 | 431 | ||||||||||||
Incentive Distribution Rights | General Partner | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Amount distributed | $ 185 | ||||||||||||||
Phantom Share Units (PSUs) | |||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||
Amount distributed | 1,200 | $ 1,000 | $ 434 | ||||||||||||
Amount distributable | $ 388 | $ 388 |
CASPER TERMINAL ACQUISITION - A
CASPER TERMINAL ACQUISITION - Additional Information (Details) $ / shares in Units, bbl in Thousands, $ in Thousands | Oct. 11, 2015$ / shares | Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($)storage_tankinmisharesbbl | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares |
Business Acquisition [Line Items] | ||||||
Trading day period prior to Membership Interest Purchase Agreement | 30 days | |||||
Casper Crude to Rail, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of membership interests acquired, percent | 100.00% | |||||
Barrel per day capacity (more than) | bbl | 100 | |||||
Number of customer-dedicated storage tanks | storage_tank | 6 | |||||
Total capacity of storage tanks (in bbls) | bbl | 900 | |||||
Length of pipeline (in miles) | mi | 6 | |||||
Diameter of pipeline (in inches) | in | 24 | |||||
Cash consideration | $ 210,445 | |||||
Equity consideration (in shares) | shares | 1,733,582 | |||||
Initial working capital | $ 2,100 | |||||
Cash on hand | 35,000 | |||||
Senior secured credit facility borrowings | 175,400 | |||||
Volume-weighted average daily closing price (in dollars per share) | $ / shares | $ 9.62 | |||||
Transaction costs | $ 500 | |||||
Revenues | $ 3,800 | $ 26,700 | $ 31,900 | |||
Net income | $ 800 | $ 4,300 | $ 10,300 | |||
General Partner | ||||||
Business Acquisition [Line Items] | ||||||
Units issued | $ 335 | |||||
Units issued (in shares) | shares | 34,053 | 34,053 | ||||
General Partner | Casper Crude to Rail, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Units issued | $ 300 | |||||
USD Partners GP LLC | General Partner | ||||||
Business Acquisition [Line Items] | ||||||
General partner interest (as a percent) | 1.70% | 2.00% |
CASPER TERMINAL ACQUISITION - S
CASPER TERMINAL ACQUISITION - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Nov. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allocation of purchase price | ||||
Goodwill | $ 33,589 | $ 33,589 | $ 33,970 | |
Casper Crude to Rail, LLC | ||||
Consideration: | ||||
Cash paid to Seller | $ 210,445 | |||
Fair value of equity issued to Seller | 15,325 | |||
Total consideration | 225,770 | |||
Allocation of purchase price | ||||
Working capital, net | 1,530 | 1,911 | ||
Property and equipment | 64,204 | 64,204 | ||
Intangible assets | 126,066 | 126,066 | ||
Goodwill | 33,970 | 33,589 | ||
Total purchase price | $ 225,770 | $ 225,770 |
CASPER TERMINAL ACQUISITION - P
CASPER TERMINAL ACQUISITION - Pro Forma Information (Details) - Casper Crude to Rail, LLC $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenues | $ 112,325 |
Operating income | 30,997 |
Net income | $ 21,310 |
Earnings per common unit (basic) (in dollars per share) | $ / shares | $ 0.93 |
Earnings per common unit (diluted) (in dollars per share) | $ / shares | $ 0.93 |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 5,914 | $ 5,433 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Bad debt expense | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 168,142,000 | $ 168,142,000 | $ 137,009,000 | $ 168,142,000 | $ 137,009,000 | |
Accumulated depreciation | (22,369,000) | (22,369,000) | (13,821,000) | (22,369,000) | (13,821,000) | |
Construction in progress | 800,000 | 800,000 | 2,514,000 | 800,000 | 2,514,000 | |
Property and equipment, net | 146,573,000 | 146,573,000 | 125,702,000 | 146,573,000 | 125,702,000 | |
Capitalized interest | 0 | 0 | $ 0 | |||
Depreciation and amortization | $ 9,500,000 | 10,400,000 | $ 4,600,000 | |||
ARO liability | 1,000,000 | 1,000,000 | ||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 5 years | |||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 30 years | |||||
Land | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 10,245,000 | 10,245,000 | 9,636,000 | $ 10,245,000 | 9,636,000 | |
Trackage and facilities | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 128,568,000 | 128,568,000 | 108,782,000 | $ 128,568,000 | 108,782,000 | |
Trackage and facilities | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 10 years | |||||
Trackage and facilities | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 30 years | |||||
Pipeline | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 16,336,000 | 16,336,000 | 10,313,000 | $ 16,336,000 | 10,313,000 | |
Pipeline | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 20 years | |||||
Pipeline | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 25 years | |||||
Equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 12,926,000 | 12,926,000 | 8,234,000 | $ 12,926,000 | 8,234,000 | |
Equipment | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 3 years | |||||
Equipment | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 10 years | |||||
Furniture | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 67,000 | 67,000 | 44,000 | $ 67,000 | 44,000 | |
Furniture | Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 5 years | |||||
Furniture | Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, useful life (in years) | 10 years | |||||
Terminalling services | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Asset impairment charges | $ 1,700,000 | $ 1,700,000 | 3,500,000 | 3,500,000 | ||
Fair Value property, plant, and equipment | $ 200,000 | $ 200,000 |
PROPERTY AND EQUIPMENT - Asset
PROPERTY AND EQUIPMENT - Asset Purchase (Details) - Hardisty Terminal Acquisition bbl in Thousands, $ in Millions | Jun. 02, 2017USD ($)astorage_tankinmibbl |
Property, Plant and Equipment [Line Items] | |
Area of real estate property | a | 76 |
Cash consideration | $ 22.8 |
Barrel per day capacity (more than) | bbl | 50 |
Number of customer-dedicated storage tanks | storage_tank | 2 |
Total capacity of storage tanks (in bbls) | bbl | 140 |
Diameter of pipeline (in inches) | in | 12 |
Length of pipeline (in miles) | mi | 17 |
Transaction costs | $ 1.3 |
Crude Oil | |
Property, Plant and Equipment [Line Items] | |
Cost of purchased oil and gas | $ 1.4 |
GOODWILL AND INTANGIBLE ASSET71
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 33,970 |
Proceeds from settlement of Casper purchase price | (381) |
Goodwill, ending balance | $ 33,589 |
GOODWILL AND INTANGIBLE ASSET72
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($) | |
Goodwill [Line Items] | |||||
Goodwill | $ 33,589 | $ 33,589 | $ 33,970 | ||
Goodwill, Assumptions used to determine impairment | |||||
Percent reduction with out impairment (percent) | 5.00% | ||||
Weighted average cost of capital (percent) | 10.50% | ||||
Debt capital structure (percent) | 35.00% | ||||
Equity capital structure (percent) | 65.00% | ||||
Income analysis weight (percent) | 50.00% | ||||
Market analysis weight (percent) | 25.00% | ||||
Transaction analysis weight (percent) | 25.00% | ||||
Expected amortization of intangible assets | |||||
Amortization of intangible assets | 12,600 | $ 12,600 | $ 1,500 | ||
Amortization expense 2018 | 12,600 | ||||
Amortization expense 2019 | 12,600 | ||||
Amortization expense 2020 | 12,600 | ||||
Amortization expense 2021 | 12,600 | ||||
Amortization expense 2022 | $ 12,600 | ||||
Minimum | |||||
Goodwill, Assumptions used to determine impairment | |||||
EBITDA for public companies | 8.25 | ||||
EBITDA for sales and purchases | 8.25 | ||||
Maximum | |||||
Goodwill, Assumptions used to determine impairment | |||||
EBITDA for public companies | 9.25 | ||||
EBITDA for sales and purchases | 9.25 | ||||
Customer service agreements | |||||
Goodwill, Assumptions used to determine impairment | |||||
Estimated useful life (in years) | 10 years | ||||
Years until the next renewal (in years) | 1 year 4 months 25 days | ||||
Casper Crude to Rail, LLC | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 33,589 | $ 33,970 |
GOODWILL AND INTANGIBLE ASSET73
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Carrying amount: | ||
Total carrying amount | $ 126,066 | $ 126,066 |
Accumulated amortization: | ||
Total accumulated amortization | (26,754) | (14,147) |
Total intangible assets, net | 99,312 | 111,919 |
Customer service agreements | ||
Carrying amount: | ||
Total carrying amount | 125,960 | 125,960 |
Accumulated amortization: | ||
Total accumulated amortization | (26,731) | (14,135) |
Other | ||
Carrying amount: | ||
Total carrying amount | 106 | 106 |
Accumulated amortization: | ||
Total accumulated amortization | $ (23) | $ (12) |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2016 | Oct. 15, 2014 | |
Revolving Credit Facility | Credit Facility | Canadian Prime Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Revolving Credit Facility | Credit Facility | Canadian Prime Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Revolving Credit Facility | Credit Facility | CDOR | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Revolving Credit Facility | Credit Facility | CDOR | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Term Loan | Credit Facility | Canadian Prime Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Term Loan | Credit Facility | Canadian Prime Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.35% | |||
Term Loan | Credit Facility | CDOR | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.35% | |||
Term Loan | Credit Facility | CDOR | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.35% | |||
Collar Agreements Maturing in 2022 | ||||
Line of Credit Facility [Line Items] | ||||
Derivative, notional amount | $ 100,000,000 | |||
Secured Debt | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |
Term of senior secured credit agreement (in years) | 5 years | |||
Limit increase under accordion feature | $ 500,000,000 | |||
Minimum interest coverage ratio | 2.50 | |||
Maximum leverage ratio | 4.50 | |||
Maximum alternative leverage ratio | 5 | |||
Temporary adjustment of leverage ratio | 0.50 | |||
Secured Debt | Revolving Credit Facility | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 300,000,000 | |||
Limit increase under accordion feature | 100,000,000 | |||
Maximum borrowing capacity with accordion feature | $ 500,000,000 | |||
Interest rate during period | 4.00% | 3.66% | ||
Secured Debt | Revolving Credit Facility | Credit Facility | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.375% | |||
Secured Debt | Revolving Credit Facility | Credit Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.50% | |||
Secured Debt | Revolving Credit Facility | Credit Facility | Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Secured Debt | Revolving Credit Facility | Credit Facility | Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Secured Debt | Revolving Credit Facility | Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Secured Debt | Revolving Credit Facility | Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Secured Debt | Term Loan | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | |||
Secured Debt | Term Loan | Credit Facility | Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Secured Debt | Term Loan | Credit Facility | Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.35% | |||
Secured Debt | Term Loan | Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.35% | |||
Secured Debt | Term Loan | Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.35% | |||
Secured Debt | Standby Letters of Credit | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | |||
Secured Debt | Swingline Sub-facility | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 20,000,000 | |||
Unsecured Debt | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 150,000,000 | |||
Period of material acquisition | Secured Debt | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum consolidated senior secured leverage ratio | 4 | |||
Period of material acquisition | Unsecured Debt | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 150,000,000 | |||
Before or After Material Acquisition | Secured Debt | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum consolidated senior secured leverage ratio | 3.50 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt, net | $ 200,627 | $ 220,894 |
Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Less: Deferred financing costs, net | (1,373) | (2,234) |
Term Loan Facility | Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Facility amounts outstanding | 0 | 10,128 |
Revolving Credit Facility | Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Facility amounts outstanding | $ 202,000 | $ 213,000 |
DEBT - Capacity on Credit Facil
DEBT - Capacity on Credit Facility (Details) - Secured Debt - Credit Facility | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 15, 2014USD ($) | |
Line of Credit Facility [Line Items] | |||
Aggregate borrowing capacity under the Credit Agreement | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 |
Available under the Credit Agreement | 198,000,000 | 176,900,000 | |
Term Loan | |||
Line of Credit Facility [Line Items] | |||
Aggregate borrowing capacity under the Credit Agreement | 100,000,000 | ||
Amount outstanding under the credit facility | 0 | 10,100,000 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Aggregate borrowing capacity under the Credit Agreement | 300,000,000 | ||
Amount outstanding under the credit facility | 202,000,000 | 213,000,000 | |
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Amount outstanding under the credit facility | $ 0 | $ 0 | |
Two quarters following a material acquisition | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity limit multiple of EBITDA | 5 | ||
After two quarters following a material acquisition | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity limit multiple of EBITDA | 4.5 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||
Interest expense on Credit Agreement | $ 9,064 | $ 8,986 | $ 3,773 |
Amortization of deferred financing costs | 861 | 861 | 659 |
Total interest expense | $ 9,925 | $ 9,847 | $ 4,432 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Revenue Arrangement [Line Items] | ||
Customer credit expiration period | 6 months | |
Total deferred revenue, current portion | $ 22,011 | $ 26,928 |
Total deferred revenue, net of current portion | 0 | 264 |
Customer prepayments, current portion | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | 284 | 3,705 |
Minimum monthly commitment fees | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, current portion | 21,727 | 23,223 |
Customer prepayments, current portion | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue, net of current portion | $ 0 | $ 264 |
COLLABORATIVE ARRANGEMENT (Deta
COLLABORATIVE ARRANGEMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Pipeline fees | $ 23,420 | $ 20,799 | $ 17,249 |
Prepaid Expenses | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Prepaid pipeline fees | $ 6,400 | $ 6,800 |
NONCONSOLIDATED VARIABLE INTE80
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Details) - Variable Interest Entity, Not Primary Beneficiary $ in Thousands | Dec. 31, 2017USD ($)railcar | Dec. 31, 2016USD ($) |
Variable Interest Entity [Line Items] | ||
Total assets | $ 30 | $ 7 |
Total liabilities | 284 | 1,564 |
Maximum exposure to loss | $ 0 | 0 |
Number of railcars with payment and performance obligations | railcar | 2,613 | |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total assets | $ 30 | 7 |
Total liabilities | 0 | 0 |
Maximum exposure to loss | 0 | 0 |
Accounts payable | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 3 |
Maximum exposure to loss | 0 | 0 |
Deferred revenue, current portion | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 284 | 1,297 |
Maximum exposure to loss | 0 | 0 |
Deferred revenue, net of current portion | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 264 |
Maximum exposure to loss | $ 0 | $ 0 |
TRANSACTIONS WITH RELATED PAR81
TRANSACTIONS WITH RELATED PARTIES - Nature of Relationship (Details) - shares | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Limited partner interest (as a percent) | 100.00% | 100.00% | |||
Limited Partner | USDG | |||||
Related Party Transaction [Line Items] | |||||
Limited partner interest (as a percent) | 43.90% | ||||
General Partner | USD Partners GP LLC | |||||
Related Party Transaction [Line Items] | |||||
General partner interest (as a percent) | 1.70% | ||||
General Partner | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | 461,136 | 461,136 | 461,136 | 427,083 | |
General Partner | USD Partners GP LLC | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | 461,136 | ||||
General partner interest (as a percent) | 1.70% | 2.00% | |||
Common Units | |||||
Related Party Transaction [Line Items] | |||||
Limited partner interest (as a percent) | 54.10% | 47.50% | |||
Common Units | USD Partners GP LLC | |||||
Related Party Transaction [Line Items] | |||||
General partner interest (as a percent) | 1.70% | 2.00% | |||
Common Units | Limited Partner | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | 19,537,971 | 14,185,599 | 11,947,127 | 10,213,545 | |
Common Units | Limited Partner | USDG | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | 5,278,963 | ||||
Subordinated Units | Limited Partner | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | 6,278,127 | 8,370,836 | 10,463,545 | 10,463,545 | |
Subordinated Units | Limited Partner | USDG | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | 6,278,127 |
TRANSACTIONS WITH RELATED PAR82
TRANSACTIONS WITH RELATED PARTIES - Omnibus Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Selling, general & administrative - related party | $ 9,214 | $ 9,658 | $ 7,673 |
Accounts receivable — related party | 410 | 219 | |
Limited Partner | |||
Related Party Transaction [Line Items] | |||
Related party, fixed annual fee | 3,300 | 3,200 | 2,500 |
Limited Partner | USD Group LLC | Omnibus Agreement | |||
Related Party Transaction [Line Items] | |||
Selling, general & administrative - related party | $ 5,900 | 5,800 | $ 4,700 |
Notification period for sale of assets (in days) | 60 days | ||
Good faith negotiation period (in days) | 60 days | ||
Period for transfer of assets to third party buyer, after good faith negotiation (in days) | 180 days | ||
Limited Partner | USDG | |||
Related Party Transaction [Line Items] | |||
Accounts payable - related party | $ 0 | ||
Accounts receivable — related party | 0 | 200 | |
Limited Partner | USDG | Omnibus Agreement | |||
Related Party Transaction [Line Items] | |||
Accounts payable - related party | $ 200 | $ 200 |
TRANSACTIONS WITH RELATED PAR83
TRANSACTIONS WITH RELATED PARTIES - Indemnification (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Related Party Transactions [Abstract] | |
Aggregate deductible | $ 500,000 |
TRANSACTIONS WITH RELATED PAR84
TRANSACTIONS WITH RELATED PARTIES - Assignment of Costs (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
USDG | Limited Partner | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - related party | $ 0 | $ 0 | $ 2.9 |
TRANSACTIONS WITH RELATED PAR85
TRANSACTIONS WITH RELATED PARTIES - Variable Interest Entities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fleet services — related parties | Variable Interest Entity, Not Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Fleet services — related parties | $ 0 | $ 0.8 | $ 1.9 |
TRANSACTIONS WITH RELATED PAR86
TRANSACTIONS WITH RELATED PARTIES - Related Party Revenue and Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
USD Marketing | |||
Related Party Transaction [Line Items] | |||
Accounts receivable - related party | $ 400 | $ 0 | |
Related party | USD Marketing | |||
Related Party Transaction [Line Items] | |||
Related party sales | 19,247 | 11,609 | $ 10,402 |
Related party | USD Marketing | Terminalling services | |||
Related Party Transaction [Line Items] | |||
Related party sales | 14,192 | 6,933 | 5,228 |
Related party | USD Marketing | Fleet leases | |||
Related Party Transaction [Line Items] | |||
Related party sales | 4,401 | 3,560 | 4,123 |
Related party | USD Marketing | Fleet services | |||
Related Party Transaction [Line Items] | |||
Related party sales | 652 | 1,116 | 966 |
Related party | USD Marketing | Freight and other reimbursables — related party | |||
Related Party Transaction [Line Items] | |||
Related party sales | $ 2 | $ 0 | $ 85 |
Stroud Terminal | |||
Related Party Transaction [Line Items] | |||
Percentage of control of terminal capacity | 25.00% |
TRANSACTIONS WITH RELATED PAR87
TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Deferred revenue, current portion | $ 22,011 | $ 26,928 |
Terminalling and Fleets Services Agreement | ||
Related Party Transaction [Line Items] | ||
Deferred revenue, current portion | 5,115 | 4,292 |
Lease revenues | Terminalling and Fleets Services Agreement | ||
Related Party Transaction [Line Items] | ||
Other current and non-current assets | 253 | 0 |
Customer prepayments, current portion | Terminalling and Fleets Services Agreement | ||
Related Party Transaction [Line Items] | ||
Deferred revenue, current portion | 410 | 390 |
Minimum monthly commitment fees | ||
Related Party Transaction [Line Items] | ||
Deferred revenue, current portion | 21,727 | 23,223 |
Minimum monthly commitment fees | Terminalling and Fleets Services Agreement | ||
Related Party Transaction [Line Items] | ||
Deferred revenue, current portion | $ 4,705 | $ 3,902 |
TRANSACTIONS WITH RELATED PAR88
TRANSACTIONS WITH RELATED PARTIES - Cash Distributions (Details) - USD ($) $ in Thousands | Nov. 13, 2017 | Aug. 11, 2017 | May 12, 2017 | Feb. 17, 2017 | Nov. 14, 2016 | Aug. 12, 2016 | May 13, 2016 | Feb. 19, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
USDG | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount Paid to USDG | $ 3,987 | $ 3,929 | $ 3,872 | $ 3,814 | $ 3,727 | $ 3,640 | $ 3,554 | $ 3,467 | $ 15,602 | $ 14,388 |
USD Partners GP LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount Paid to USD Partners GP LLC | $ 216 | $ 194 | $ 170 | $ 152 | $ 149 | $ 145 | $ 142 | $ 138 | $ 732 | $ 574 |
TRANSACTIONS WITH RELATED PAR89
TRANSACTIONS WITH RELATED PARTIES - Transition Services Agreement (Details) - Casper Crude to Rail Holdings, LLC - Cogent - Transition Services Agreement $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2015owner | |
Related Party Transaction [Line Items] | |||
Accounting, administrative, customer support and information technology services | $ | $ 52 | $ 44 | |
Officer | |||
Related Party Transaction [Line Items] | |||
Number of principle owners | owner | 2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Rail Service Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Commitments [Line Items] | |||
Additional default term in effect, after the Initial term of the agreement | 1 year | ||
Subcontracted rail services | $ 8,953 | $ 8,077 | $ 7,710 |
Service Agreements, Labor Service Providers | |||
Other Commitments [Line Items] | |||
2,018 | 11,278 | ||
2,019 | 6,484 | ||
2,020 | 1,105 | ||
Total | $ 18,867 |
COMMITMENTS AND CONTINGENCIES91
COMMITMENTS AND CONTINGENCIES - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | |||
Fleet leases | $ 6,539 | $ 6,174 | $ 11,833 |
Monthly lease payment receivable | 24,200 | ||
Property, Plant and Equipment | |||
Operating Leased Assets [Line Items] | |||
2,017 | 3,956 | ||
2,018 | 3,956 | ||
2,019 | 3,954 | ||
2,020 | 3,954 | ||
2,021 | 3,669 | ||
Thereafter | 20 | ||
Total | 19,509 | ||
Property, Plant and Equipment | Selling, General and Administrative Expenses | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 300 | $ 400 | $ 400 |
COMMITMENTS AND CONTINGENCIES92
COMMITMENTS AND CONTINGENCIES - Rental Income (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 4,845 |
2,019 | 4,845 |
2,020 | 4,845 |
2,021 | 4,845 |
2,022 | 4,845 |
Thereafter | 0 |
Total | $ 24,225 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Reportable
SEGMENT REPORTING - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||||||||||
Railroad incentives | $ 22 | $ 76 | $ 434 | ||||||||
Fleet leases | 2,140 | 2,577 | 7,710 | ||||||||
Freight and other reimbursables | 863 | 1,955 | 1,880 | ||||||||
Total revenues | $ 27,614 | $ 28,981 | $ 26,989 | $ 27,752 | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | 111,336 | 111,125 | 81,763 |
Operating costs | |||||||||||
Subcontracted rail services | 8,953 | 8,077 | 7,710 | ||||||||
Pipeline fees | 23,420 | 20,799 | 17,249 | ||||||||
Fleet leases | 6,539 | 6,174 | 11,833 | ||||||||
Freight and other reimbursables | 865 | 1,955 | 1,965 | ||||||||
Operating and maintenance | 3,233 | 2,962 | 2,062 | ||||||||
Selling, general and administrative | 15,081 | 15,426 | 12,380 | ||||||||
Depreciation and amortization | 22,132 | 23,092 | 6,110 | ||||||||
Total operating costs | 23,298 | 20,182 | 18,227 | 18,516 | 22,354 | 18,843 | 18,454 | 18,834 | 80,223 | 78,485 | 59,309 |
Operating income | 4,316 | 8,799 | 8,762 | 9,236 | 6,200 | 9,500 | 9,417 | 7,523 | 31,113 | 32,640 | 22,454 |
Interest expense | 9,925 | 9,847 | 4,432 | ||||||||
Loss (gain) associated with derivative instruments | 937 | 140 | (5,161) | ||||||||
Foreign currency transaction gain | (456) | (750) | (201) | ||||||||
Other income, net | (308) | (10) | (64) | ||||||||
Income Taxes | (1,192) | (759) | 5,755 | ||||||||
Net income (loss) | 2,203 | $ 6,427 | $ 8,379 | $ 5,198 | 3,956 | $ 12,831 | $ 5,235 | $ 2,150 | 22,207 | 24,172 | 17,693 |
Total assets | 307,390 | 305,967 | 307,390 | 305,967 | 328,398 | ||||||
Capital expenditures and acquisitions | 27,580 | 474 | 212,116 | ||||||||
Related party | |||||||||||
Revenues | |||||||||||
Fleet leases | 4,401 | 3,560 | 4,123 | ||||||||
Freight and other reimbursables | 2 | 0 | 85 | ||||||||
Terminalling services | |||||||||||
Revenues | |||||||||||
Revenues | 87,210 | 93,014 | 58,841 | ||||||||
Terminalling services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 14,192 | 6,933 | 5,228 | ||||||||
Fleet services | |||||||||||
Revenues | |||||||||||
Revenues | 1,854 | 1,084 | 622 | ||||||||
Fleet services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 652 | 1,926 | 2,840 | ||||||||
Operating Segments | |||||||||||
Operating costs | |||||||||||
Fleet leases | 0 | 0 | 0 | ||||||||
Operating Segments | Terminalling services | |||||||||||
Revenues | |||||||||||
Revenues | 87,210 | 93,014 | 58,841 | ||||||||
Railroad incentives | 22 | 76 | 434 | ||||||||
Fleet leases | 0 | 0 | 0 | ||||||||
Freight and other reimbursables | 367 | 13 | 0 | ||||||||
Total revenues | 101,792 | 100,036 | 64,503 | ||||||||
Operating costs | |||||||||||
Subcontracted rail services | 8,953 | 8,077 | 7,710 | ||||||||
Pipeline fees | 23,420 | 20,799 | 17,249 | ||||||||
Freight and other reimbursables | 368 | 13 | 0 | ||||||||
Operating and maintenance | 2,853 | 2,625 | 1,768 | ||||||||
Selling, general and administrative | 5,064 | 4,899 | 4,156 | ||||||||
Depreciation and amortization | 22,132 | 23,092 | 6,110 | ||||||||
Total operating costs | 62,790 | 59,505 | 36,993 | ||||||||
Operating income | 39,002 | 40,531 | 27,510 | ||||||||
Interest expense | 170 | 1,016 | 2,043 | ||||||||
Loss (gain) associated with derivative instruments | 1,083 | 140 | (5,161) | ||||||||
Foreign currency transaction gain | (33) | (28) | 166 | ||||||||
Other income, net | (308) | (10) | (17) | ||||||||
Income Taxes | (1,290) | (1,184) | 5,581 | ||||||||
Net income (loss) | 39,380 | 40,597 | 24,898 | ||||||||
Total assets | 304,315 | 297,250 | 304,315 | 297,250 | 316,232 | ||||||
Capital expenditures and acquisitions | 27,580 | 474 | 212,116 | ||||||||
Operating Segments | Terminalling services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 14,192 | 6,933 | 5,228 | ||||||||
Fleet leases | 0 | 0 | 0 | ||||||||
Freight and other reimbursables | 1 | 0 | 0 | ||||||||
Operating Segments | Fleet services | |||||||||||
Revenues | |||||||||||
Revenues | 1,854 | 1,084 | 622 | ||||||||
Railroad incentives | 0 | 0 | 0 | ||||||||
Fleet leases | 2,140 | 2,577 | 7,710 | ||||||||
Freight and other reimbursables | 496 | 1,942 | 1,880 | ||||||||
Total revenues | 9,544 | 11,089 | 17,260 | ||||||||
Operating costs | |||||||||||
Subcontracted rail services | 0 | 0 | 0 | ||||||||
Pipeline fees | 0 | 0 | 0 | ||||||||
Fleet leases | 6,539 | 6,174 | 11,833 | ||||||||
Freight and other reimbursables | 497 | 1,942 | 1,965 | ||||||||
Operating and maintenance | 380 | 337 | 294 | ||||||||
Selling, general and administrative | 927 | 823 | 741 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating costs | 8,343 | 9,276 | 14,833 | ||||||||
Operating income | 1,201 | 1,813 | 2,427 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Loss (gain) associated with derivative instruments | 0 | 0 | 0 | ||||||||
Foreign currency transaction gain | 5 | (71) | 43 | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Income Taxes | 275 | 242 | 173 | ||||||||
Net income (loss) | 921 | 1,642 | 2,211 | ||||||||
Total assets | 2,229 | 5,773 | 2,229 | 5,773 | 5,719 | ||||||
Capital expenditures and acquisitions | 0 | 0 | 0 | ||||||||
Operating Segments | Fleet services | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 652 | 1,926 | 2,840 | ||||||||
Fleet leases | 4,401 | 3,560 | 4,123 | ||||||||
Freight and other reimbursables | 1 | 0 | 85 | ||||||||
Corporate | |||||||||||
Revenues | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Railroad incentives | 0 | 0 | 0 | ||||||||
Fleet leases | 0 | 0 | 0 | ||||||||
Freight and other reimbursables | 0 | 0 | 0 | ||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Operating costs | |||||||||||
Subcontracted rail services | 0 | 0 | 0 | ||||||||
Pipeline fees | 0 | 0 | 0 | ||||||||
Fleet leases | 0 | 0 | 0 | ||||||||
Freight and other reimbursables | 0 | 0 | 0 | ||||||||
Operating and maintenance | 0 | 0 | 0 | ||||||||
Selling, general and administrative | 9,090 | 9,704 | 7,483 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating costs | 9,090 | 9,704 | 7,483 | ||||||||
Operating income | (9,090) | (9,704) | (7,483) | ||||||||
Interest expense | 9,755 | 8,831 | 2,389 | ||||||||
Loss (gain) associated with derivative instruments | (146) | 0 | 0 | ||||||||
Foreign currency transaction gain | (428) | (651) | (410) | ||||||||
Other income, net | 0 | 0 | (47) | ||||||||
Income Taxes | (177) | 183 | 1 | ||||||||
Net income (loss) | (18,094) | (18,067) | (9,416) | ||||||||
Total assets | $ 846 | $ 2,944 | 846 | 2,944 | 6,447 | ||||||
Capital expenditures and acquisitions | 0 | 0 | 0 | ||||||||
Corporate | Related party | |||||||||||
Revenues | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Fleet leases | 0 | 0 | 0 | ||||||||
Freight and other reimbursables | $ 0 | $ 0 | $ 0 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | $ 56,376 | $ 63,690 | $ 42,752 |
Add (deduct): | |||
Amortization of deferred financing costs | 861 | 861 | 659 |
Deferred income taxes | (250) | 46 | 814 |
Changes in accounts receivable and other assets | 4,433 | 1,859 | (730) |
Changes in accounts payable and accrued expenses | 397 | (1,917) | (880) |
Changes in deferred revenue and other liabilities | (7,105) | (996) | 10,085 |
Change in restricted cash | (94) | (654) | 870 |
Interest expense, net | (9,917) | (9,837) | (4,368) |
Benefit from (provision for) income taxes | 1,192 | 759 | (5,755) |
Foreign currency transaction gain (loss) | 456 | 750 | 201 |
Non-cash lease items | (341) | 0 | 0 |
Deferred revenue associated with minimum monthly commitment fees | 1,717 | (1,485) | (7,444) |
Net cash provided by operating activities | 47,725 | 53,076 | 36,204 |
Corporate activities | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | (4,984) | (5,630) | (5,022) |
Add (deduct): | |||
Benefit from (provision for) income taxes | 177 | (183) | (1) |
Foreign currency transaction gain (loss) | 428 | 651 | 410 |
Terminalling services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | 59,818 | 67,507 | 45,347 |
Add (deduct): | |||
Benefit from (provision for) income taxes | 1,290 | 1,184 | (5,581) |
Foreign currency transaction gain (loss) | 33 | 28 | (166) |
Fleet services | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | 1,542 | 1,813 | 2,427 |
Add (deduct): | |||
Benefit from (provision for) income taxes | (275) | (242) | (173) |
Foreign currency transaction gain (loss) | $ (5) | $ 71 | $ (43) |
SEGMENT REPORTING - Revenue and
SEGMENT REPORTING - Revenue and Assets by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 27,614 | $ 28,981 | $ 26,989 | $ 27,752 | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 111,336 | $ 111,125 | $ 81,763 |
Total assets | 307,390 | 305,967 | 307,390 | 305,967 | 328,398 | ||||||
Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 307,390 | 305,967 | 307,390 | 305,967 | 328,398 | ||||||
Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 92,089 | 98,706 | 69,487 | ||||||||
Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 19,247 | 12,419 | 12,276 | ||||||||
U.S. | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 229,206 | 224,450 | 229,206 | 224,450 | 250,309 | ||||||
U.S. | Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 37,336 | 44,792 | 20,134 | ||||||||
U.S. | Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 5,054 | 5,426 | 6,945 | ||||||||
Canada | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | $ 78,184 | $ 81,517 | 78,184 | 81,517 | 78,089 | ||||||
Canada | Third party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 54,753 | 53,914 | 49,353 | ||||||||
Canada | Related party | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 14,193 | $ 6,993 | $ 5,331 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) CAD in Millions | Jan. 01, 2016 | Dec. 31, 2017CADsubsidiary | Dec. 31, 2017USD ($)subsidiary | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | ||||||
Number of subsidiaries taxable as a corporation | subsidiary | 1 | 1 | ||||
Income (loss) before income taxes | $ 21,015,000 | $ 23,413,000 | $ 23,448,000 | |||
Prior year income taxes, amount | CAD (3.4) | (2,600,000) | ||||
Unrecognized tax benefits | $ 0 | $ 0 | ||||
Internal Revenue Service | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Effective income tax rate (percent) | 34.00% | 34.00% | 34.00% | 34.00% | ||
Canada Revenue Agency | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Canadian federal income tax rate (percent) | 23.40% | |||||
Federal and provincial income tax rate (percent) | 27.00% | 27.00% | 27.00% | 26.00% | ||
Operating loss carryforwards | $ 3,000,000 | |||||
Canada Revenue Agency | State and Local Jurisdiction | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Canadian federal income tax rate (percent) | 15.00% | 15.00% | ||||
Provincial tax rate (percent) | 12.00% | 11.00% | 10.00% | |||
U.S. | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | $ 0 | $ 800,000 | ||||
Canada | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Operating loss carryforwards | 4,600,000 | 4,400,000 | ||||
Operating loss carryforwards, subject to expiration | 1,200,000 | |||||
Subsidiaries | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income (loss) before income taxes | $ 2,000,000 | $ (800,000) | $ 161,000 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax and Effective Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense (benefit) | |||
U.S. federal income tax | $ 687 | $ 0 | $ 346 |
U.S. federal operating loss carryforward | (200) | 0 | (301) |
State income tax expense (benefit) | (115) | 208 | 154 |
Canadian federal and provincial income taxes expense (benefit) | (1,314) | (1,013) | 5,596 |
Benefit of Canadian operating loss carryforwards | 0 | 0 | (854) |
Total current income tax expense (benefit) | (942) | (805) | 4,941 |
Deferred income tax expense (benefit) | |||
U.S. federal income tax (benefit) | (262) | 245 | 0 |
Canadian federal and provincial income taxes expense (benefit) | 12 | (199) | 814 |
Total change in deferred income tax expense (benefit) | (250) | 46 | 814 |
Provision for (benefit from) income taxes | $ (1,192) | $ (759) | $ 5,755 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) before Income Taxes and Reconciliation Between Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
Domestic | $ 25,663 | $ 27,367 | $ 3,222 |
Foreign | (4,648) | (3,954) | 20,226 |
Income before income taxes | 21,015 | 23,413 | 23,448 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax expense at the U.S. federal statutory rate | 7,145 | 7,961 | 7,972 |
Amount attributable to partnership not subject to income tax | (8,590) | (8,718) | 247 |
Foreign income tax rate differential | 326 | 397 | (2,303) |
Other | 28 | (68) | 135 |
State income tax expense (benefit) | (132) | 201 | 125 |
Change in valuation allowance | 31 | (532) | (421) |
Provision for (benefit from) income taxes | $ (1,192) | $ (759) | $ 5,755 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets | ||
Deferred revenues | $ 0 | $ 89 |
Other assets | 16 | |
Capital loss carryforwards | 469 | 438 |
Operating loss carryforwards | 0 | 257 |
Deferred income tax liabilities | ||
Unbilled revenue | (284) | |
Prepaid expenses | 0 | (592) |
Property and equipment | (346) | (577) |
Valuation allowance | (469) | (438) |
Deferred income tax liability, net | (614) | (823) |
U.S. | ||
Deferred income tax assets | ||
Deferred revenues | 0 | 89 |
Other assets | 16 | |
Capital loss carryforwards | 0 | 0 |
Operating loss carryforwards | 0 | 257 |
Deferred income tax liabilities | ||
Unbilled revenue | 0 | |
Prepaid expenses | 0 | (592) |
Property and equipment | 0 | 0 |
Valuation allowance | 0 | 0 |
Deferred income tax liability, net | 16 | |
Deferred income tax liability, net | (246) | |
Foreign | ||
Deferred income tax assets | ||
Deferred revenues | 0 | 0 |
Other assets | 0 | |
Capital loss carryforwards | 469 | 438 |
Operating loss carryforwards | 0 | 0 |
Deferred income tax liabilities | ||
Unbilled revenue | (284) | |
Prepaid expenses | 0 | 0 |
Property and equipment | (346) | (577) |
Valuation allowance | (469) | (438) |
Deferred income tax liability, net | $ (630) | $ (577) |
MAJOR CUSTOMERS AND CONCENTR101
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||||||||||
Total Revenues by Major Customer (in thousands) | $ 27,614 | $ 28,981 | $ 26,989 | $ 27,752 | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 111,336 | $ 111,125 | $ 81,763 |
Customer Concentration Risk | Customer Revenues | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Total Revenues by Major Customer (in thousands) | $ 19,114 | $ 11,611 | |||||||||
Concentration risk (as a percentage) | 17.00% | 10.00% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Total Revenues by Major Customer (in thousands) | $ 18,226 | $ 15,827 | |||||||||
Concentration risk (as a percentage) | 16.00% | 14.00% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Total Revenues by Major Customer (in thousands) | $ 12,018 | $ 11,436 | |||||||||
Concentration risk (as a percentage) | 11.00% | 10.00% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Total Revenues by Major Customer (in thousands) | $ 13,041 | $ 10,158 | |||||||||
Concentration risk (as a percentage) | 12.00% | 9.00% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Total Revenues by Major Customer (in thousands) | $ 9,949 | $ 15,249 | |||||||||
Concentration risk (as a percentage) | 9.00% | 14.00% | |||||||||
Customer Concentration Risk | Customer Revenues | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Total Revenues by Major Customer (in thousands) | $ 4,583 | $ 11,140 | |||||||||
Concentration risk (as a percentage) | 4.00% | 10.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 74.00% | 60.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 100.00% | |||||||||
Terminalling services | Customer Concentration Risk | Customer Revenues | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 100.00% | 96.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 26.00% | 40.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer B | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer C | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer D | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer E | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 0.00% | |||||||||
Fleet services | Customer Concentration Risk | Customer Revenues | Customer F | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk (as a percentage) | 0.00% | 4.00% |
DERIVATIVE FINANCIAL INSTRUM102
DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Details) CAD in Millions | 1 Months Ended | ||||||||
Nov. 30, 2017USD ($) | Oct. 31, 2017$ / bblbbl | Sep. 30, 2017bbl | Jul. 31, 2017$ / bblbbl | Jun. 30, 2017contractbbl | Dec. 31, 2017contract | Apr. 30, 2016CADcontract$ / CAD | Jun. 30, 2015CADcollar_arrangement$ / CAD | May 30, 2014CAD$ / CAD | |
Collar Agreements Maturing in 2022 | |||||||||
Derivative [Line Items] | |||||||||
Derivative, term of contract | 5 years | ||||||||
Notional | $ | $ 100,000,000 | ||||||||
Derivative, floor interest rate | 1.70% | ||||||||
Derivative, cap interest rate | 2.50% | ||||||||
Forward contract maturing in 2017 | |||||||||
Derivative [Line Items] | |||||||||
Notional | CAD | CAD 33.5 | ||||||||
Number of instruments held | contract | 4 | ||||||||
Derivative, number of instruments maturing each quarter | contract | 1 | ||||||||
Exchange rate floor (in CAD per USD) | 0.7804 | ||||||||
Exchange rate cap (in CAD per USD) | 0.7809 | ||||||||
Portion of option contracts maturing in 2016 | |||||||||
Derivative [Line Items] | |||||||||
Notional | CAD | CAD 32 | ||||||||
Number of instruments held | collar_arrangement | 4 | ||||||||
Exchange rate floor (in CAD per USD) | 0.84 | ||||||||
Exchange rate cap (in CAD per USD) | 0.86 | ||||||||
Collar arrangement maturing in 2015 | |||||||||
Derivative [Line Items] | |||||||||
Notional | CAD | CAD 37.2 | ||||||||
Exchange rate floor (in CAD per USD) | 0.91 | ||||||||
Exchange rate cap (in CAD per USD) | 0.93 | ||||||||
Fixed for floating swap | |||||||||
Derivative [Line Items] | |||||||||
Number of instruments held | contract | 2 | ||||||||
Minimum | Portion of option contracts maturing in 2016 | |||||||||
Derivative [Line Items] | |||||||||
Notional | CAD | CAD 7.9 | ||||||||
Maximum | Portion of option contracts maturing in 2016 | |||||||||
Derivative [Line Items] | |||||||||
Notional | CAD | CAD 8.1 | ||||||||
Crude Oil | Commodity Swap Settling July 2017 | |||||||||
Derivative [Line Items] | |||||||||
Derivative, nonmonetary notional amount, volume | bbl | 18,000 | ||||||||
Crude Oil | Commodity Swap Settling October 2017 | |||||||||
Derivative [Line Items] | |||||||||
Derivative, nonmonetary notional amount, volume | bbl | 13,000 | ||||||||
Crude Oil | Commodity Contract | |||||||||
Derivative [Line Items] | |||||||||
Derivative, nonmonetary notional amount, volume | bbl | 31,778 | ||||||||
Crude Oil | Commodity Swap Settling October 2017 | |||||||||
Derivative [Line Items] | |||||||||
Derivative, nonmonetary notional amount, volume | bbl | 30,000 | ||||||||
Calls (written) | Crude Oil | Commodity Swap Settling July 2017 | |||||||||
Derivative [Line Items] | |||||||||
Derivative, swap type, fixed price | $ / bbl | 47.20 | ||||||||
Calls (written) | Crude Oil | Commodity Swap Settling October 2017 | |||||||||
Derivative [Line Items] | |||||||||
Derivative, swap type, fixed price | $ / bbl | 47.70 | ||||||||
Calls (written) | Crude Oil | Commodity Swap Settling October 2017 | |||||||||
Derivative [Line Items] | |||||||||
Derivative, swap type, fixed price | $ / bbl | 47.90 |
DERIVATIVE FINANCIAL INSTRUM103
DERIVATIVE FINANCIAL INSTRUMENTS - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Fair Value | $ 183 | $ 1,167 |
Foreign Exchange Contract | Other current assets | ||
Derivative [Line Items] | ||
Fair Value | $ 183 | $ 1,167 |
DERIVATIVE FINANCIAL INSTRUM104
DERIVATIVE FINANCIAL INSTRUMENTS - Loss (Gain) on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Loss (gain) associated with derivative instruments | $ 937 | $ 140 | $ (5,161) |
DERIVATIVE FINANCIAL INSTRUM105
DERIVATIVE FINANCIAL INSTRUMENTS - Interest Rate Contract (Details) | Dec. 31, 2017CAD | Dec. 31, 2017USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Derivative [Line Items] | ||||
Fair Value | $ 183,000 | $ 1,167,000 | ||
Ceiling | ||||
Derivative [Line Items] | ||||
Notional | CAD | CAD 100,000,000 | |||
Interest Rate Parameters, Ceiling | 2.50% | 2.50% | ||
Fair Value | $ 938,000 | |||
Floor | ||||
Derivative [Line Items] | ||||
Notional | CAD | CAD 100,000,000 | |||
Interest Rate Parameters, Floor | 1.70% | 1.70% | ||
Fair Value | $ (755,000) | |||
Collar Agreements Maturing in 2022 | ||||
Derivative [Line Items] | ||||
Notional | $ 100,000,000 | |||
Interest Rate Parameters, Ceiling | 2.50% | |||
Interest Rate Parameters, Floor | 1.70% | |||
Fair Value | $ 183,000 |
DERIVATIVE FINANCIAL INSTRUM106
DERIVATIVE FINANCIAL INSTRUMENTS - Foreign Currency Contract (Details) $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2016CAD | Dec. 31, 2016USD ($) | Apr. 30, 2016CAD |
Derivative [Line Items] | ||||
Fair Value | $ 183 | $ 1,167 | ||
March 31, 2017 | Puts (purchased) | ||||
Derivative [Line Items] | ||||
Notional | CAD | CAD 8,300,000 | |||
Forward Rate (in CAD per USD) | 0.7804 | 0.7804 | ||
Market Price (in CAD per USD) | 0.7444 | 0.7444 | ||
Fair Value | $ 299 | |||
June 30, 2017 | Puts (purchased) | ||||
Derivative [Line Items] | ||||
Notional | CAD | CAD 8,400,000 | |||
Forward Rate (in CAD per USD) | 0.7805 | 0.7805 | ||
Market Price (in CAD per USD) | 0.7453 | 0.7453 | ||
Fair Value | $ 296 | |||
September 29, 2017 | Puts (purchased) | ||||
Derivative [Line Items] | ||||
Notional | CAD | CAD 8,400,000 | |||
Forward Rate (in CAD per USD) | 0.7807 | 0.7807 | ||
Market Price (in CAD per USD) | 0.7462 | 0.7462 | ||
Fair Value | $ 290 | |||
December 29, 2017 | Puts (purchased) | ||||
Derivative [Line Items] | ||||
Notional | CAD | CAD 8,400,000 | |||
Forward Rate (in CAD per USD) | 0.7809 | 0.7809 | ||
Market Price (in CAD per USD) | 0.7473 | 0.7473 | ||
Fair Value | $ 282 | |||
Total | ||||
Derivative [Line Items] | ||||
Notional | CAD | CAD 33,500,000 | |||
Total | Puts (purchased) | ||||
Derivative [Line Items] | ||||
Fair Value | $ 1,167 |
DERIVATIVE FINANCIAL INSTRUM107
DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets (liability) | $ 938 | $ 1,167 |
Effects of netting arrangements, asset (liability) | (755) | 0 |
Fair value of derivatives - net presentation, asset (liability) | 183 | 1,167 |
Current assets | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets | 938 | 1,167 |
Effects of netting arrangements, asset | 0 | 0 |
Fair value of derivatives - net presentation, asset | 938 | 1,167 |
Non-current assets | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets | 0 | 0 |
Effects of netting arrangements, asset | 0 | 0 |
Fair value of derivatives - net presentation, asset | 0 | 0 |
Current liabilities | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, liabilities | 0 | 0 |
Effects of netting arrangements, liability | (755) | 0 |
Fair value of derivatives - net presentation, liability | (755) | 0 |
Non-current liabilities | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, liabilities | 0 | 0 |
Effects of netting arrangements, liability | 0 | 0 |
Fair value of derivatives - net presentation, liability | $ 0 | $ 0 |
PARTNERS' CAPITAL (Details)
PARTNERS' CAPITAL (Details) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2017shares | Dec. 31, 2017quarterinstallment$ / sharesshares | Dec. 31, 2016shares | |
Limited Partners' Capital Account [Line Items] | |||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ / shares | $ 1.15 | ||
Targeted quarterly distribution (in dollars per share) | $ / shares | $ 0.2875 | ||
Limited Partner | Capital Unit, Class A | First vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Number of vesting installments | installment | 4 | ||
Vesting period | 4 years | ||
Conversion factor (No more than for the third tranche) | 1 | ||
Allocation of partnership interests (in shares) | 46,250 | ||
Conversion ratio | 1.50 | ||
Limited Partner | Capital Unit, Class A | Second vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor (No more than for the third tranche) | 1.5 | ||
Limited Partner | Capital Unit, Class A | Third vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor (No more than for the third tranche) | 1.75 | ||
Limited Partner | Capital Unit, Class A | Last vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor (No more than for the third tranche) | 2 | ||
Limited Partner | Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Allocation of partnership interests (in shares) | 2,162,084 | 2,138,959 | |
Limited Partner | Common Units | First vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Allocation of partnership interests (in shares) | 69,375 | ||
Limited Partner | Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Allocation of partnership interests (in shares) | 2,092,709 | 2,092,709 | |
Limited Partner | Subordinated Units | First vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Allocation of partnership interests (in shares) | 2,092,709 | ||
Conversion ratio | 1 | ||
Number of quarters of distribution paid for | quarter | 4 | ||
Tranche percentage of units (percent) | 20.00% | ||
Minimum period for subordinated units to be converted (in months) | 12 months | ||
Long-Term Incentive Plan | Limited Partner | Common Units | First vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Allocation of partnership interests (in shares) | 190,288 | ||
Phantom Share Units (PSUs) | Long-Term Incentive Plan | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 1 | ||
Phantom Share Units (PSUs) | Long-Term Incentive Plan | Limited Partner | First vesting tranche | |||
Limited Partners' Capital Account [Line Items] | |||
Vested in period (in units) | 269,661 | ||
Shares paid for tax withholding for share based compensation (in units) | 79,373 |
PARTNERS' CAPITAL - Schedule of
PARTNERS' CAPITAL - Schedule of Stock Issuances (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 07, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Limited Partners' Capital Account [Line Items] | ||||
Net Proceeds to the Partnership | $ 33,700 | $ 0 | $ 0 | |
Common Units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Number of Common Units Issued (in units) | 3,000,000 | |||
Public Offering Price per Common Unit (in USD per unit) | $ 11.60 | |||
Net Proceeds to the Partnership | $ 33,700 |
UNIT BASED COMPENSATION - Class
UNIT BASED COMPENSATION - Class A Units (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class A units | ||||
Class A units outstanding roll forward | ||||
Partners' capital account beginning balance (in shares) | 138,750 | 185,000 | 220,000 | |
Partners' capital accounts, forfeited (in shares) | (10,000) | 0 | (35,000) | |
Partners' capital account ending balance (in shares) | 82,500 | 138,750 | 185,000 | |
Limited Partner | ||||
Class A units outstanding roll forward | ||||
Partners' capital accounts, forfeited (in shares) | (35,000) | |||
Limited Partner | Class A units | ||||
Class A units outstanding roll forward | ||||
Partners' capital account beginning balance (in shares) | 138,750 | 185,000 | 220,000 | |
Partners' capital account, vested (in shares) | (46,250) | (46,250) | (46,250) | 0 |
Partners' capital accounts, forfeited (in shares) | (10,000) | |||
Partners' capital account ending balance (in shares) | 82,500 | 138,750 | 185,000 |
UNIT BASED COMPENSATION - Cl111
UNIT BASED COMPENSATION - Class A Units (Narrative) (Details) | Oct. 15, 2014$ / shares | Feb. 28, 2017quartershares | Dec. 31, 2017USD ($)quarter$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014shares |
Class A units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted to employees (in shares) | 250,000 | |||||
Partners' capital account (in shares) | 82,500 | 138,750 | 185,000 | 220,000 | ||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 25.71 | |||||
Award vesting period (in years) | 4 years | |||||
Maximum number of common units available for issuance (in shares) | 154,687.5 | |||||
Assumed annual cost of equity (as a percent) | 13.00% | |||||
Unit based compensation expense | $ | $ 200,000 | $ 1,000,000 | $ 1,300,000 | |||
Expense not expected to vest | $ | $ 30,000 | $ 0 | $ 19,000 | |||
Class A units | First vesting tranche | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 25.71 | $ 25.71 | $ 25.71 | |||
Limited Partner | Class A units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Partners' capital account (in shares) | 82,500 | 138,750 | 185,000 | 220,000 | ||
Partners' capital account, vested (in shares) | 46,250 | 46,250 | 46,250 | 0 | ||
Unit conversion ratio, based on excessive distributions | 1 | |||||
Conversion ratio | 1 | |||||
Limited Partner | Class A units | First vesting tranche | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of quarters of distribution | quarter | 4 | 4 | ||||
Allocation of partnership interests (in shares) | 46,250 | 46,250 | ||||
Conversion ratio | 1.5 | |||||
Limited Partner | Common Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Partners' capital account (in shares) | 19,537,971 | 14,185,599 | 11,947,127 | 10,213,545 | ||
Allocation of partnership interests (in shares) | 2,162,084 | 2,138,959 | ||||
Limited Partner | Common Units | First vesting tranche | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocation of partnership interests (in shares) | 69,375 | |||||
Minimum | Class A units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unit conversion ratio, based on excessive distributions | 1.25 | |||||
Maximum | Class A units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unit conversion ratio, based on excessive distributions | 2 | |||||
Minimum Quarterly Distribution | Minimum | Class A units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected dividend payment rate (in dollars per share) | $ / shares | 0.24375 | |||||
Minimum Quarterly Distribution | Maximum | Class A units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected dividend payment rate (in dollars per share) | $ / shares | $ 0.4905 |
UNIT BASED COMPENSATION - Long-
UNIT BASED COMPENSATION - Long-term Incentive Plan (Details) $ / shares in Units, $ in Thousands | Feb. 25, 2017USD ($) | Feb. 16, 2016USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Nov. 16, 2017shares | Dec. 31, 2014shares |
Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Total | $ | $ 1,504 | $ 924 | $ 351 | ||||
Long-Term Incentive Plan | Common units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common share equivalents upon Phantom Units vesting (in shares) | 1 | ||||||
Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 4 years | ||||||
Phantom Share Units (PSUs) | Long-Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common units authorized for issuance (in shares) | 3,654,167 | 1,654,167 | |||||
Number of additional shares authorized (in shares) | 695,099 | 576,373 | 419,551 | ||||
Common units which remain available for issuance (in shares) | 2,189,688 | ||||||
Conversion ratio | 1 | ||||||
Equity Classified | Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Beginning of period (in dollars per unit) | $ / shares | $ 8.51 | $ 12.75 | $ 0 | ||||
Granted (in dollars per units) | $ / shares | 12.78 | 6.41 | 12.76 | ||||
Vested (in dollars per units) | $ / shares | 8.48 | 12.66 | |||||
Forfeited (in dollars per units) | $ / shares | 10.94 | 7.29 | 12.90 | ||||
End of period (in dollars per unit) | $ / shares | $ 10.90 | $ 8.51 | $ 12.75 | ||||
Cash used to settle awards | $ | $ 1,439 | $ 868 | $ 327 | ||||
Equity-classified Phantom Units | $ | $ 1,439 | $ 868 | $ 327 | ||||
Liability Classified | Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Beginning of period (in dollars per unit) | $ / shares | $ 7.70 | $ 12.78 | $ 0 | ||||
Granted (in dollars per units) | $ / shares | 12.80 | 6.39 | 12.78 | ||||
Vested (in dollars per units) | $ / shares | 6.29 | 11.34 | 12.78 | ||||
End of period (in dollars per unit) | $ / shares | $ 11.29 | $ 7.70 | $ 12.78 | ||||
Vested in period, fair value | $ | $ 4,000 | $ 900 | $ 32 | ||||
Unit based compensation expense | $ | 3,900 | 3,100 | 1,200 | ||||
Unrecognized compensation expense | $ | $ 9,400 | ||||||
Weighted average recognition period (in years) | 2 years 7 months 28 days | ||||||
Liability-classified Phantom Units | $ | $ 65 | 56 | 24 | ||||
Reclassified unit based compensation expense forfeited | $ | 64 | 3 | 5 | ||||
Canadian Phantom Share Units (PSU) Liability Classified | Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Vested in period, fair value | $ | $ 430 | $ 201 | $ 32 | ||||
Director | Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 1 year | ||||||
Director and Independent Consultants | Equity Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in units) | 64,830 | 24,045 | 0 | ||||
Granted (in units) | 24,999 | 64,830 | 24,045 | ||||
Vested (in units) | 64,830 | 24,045 | |||||
Forfeited (in units) | 0 | 0 | 0 | ||||
End of period (in units) | 24,999 | 64,830 | 24,045 | ||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Cash used to settle awards | $ | $ 277 | $ 64 | |||||
Equity-classified Phantom Units | $ | $ 277 | $ 64 | |||||
Director and Independent Consultants | Liability Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in units) | 21,610 | 10,256 | 0 | ||||
Granted (in units) | 8,333 | 21,610 | 10,256 | ||||
Vested (in units) | 21,610 | 10,256 | 0 | ||||
End of period (in units) | 8,333 | 21,610 | 10,256 | ||||
Employee | Equity Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in units) | 730,808 | 349,976 | 0 | ||||
Granted (in units) | 641,955 | 472,912 | 367,548 | ||||
Vested (in units) | 204,831 | 87,500 | |||||
Forfeited (in units) | (56,083) | (4,580) | (17,572) | ||||
End of period (in units) | 1,111,849 | 730,808 | 349,976 | ||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Cash used to settle awards | $ | $ 153 | $ 137 | $ 32 | ||||
Equity-classified Phantom Units | $ | $ 153 | $ 137 | $ 32 | ||||
Employee | Liability Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in units) | 21,615 | 13,276 | 0 | ||||
Granted (in units) | 19,812 | 17,021 | 17,702 | ||||
Vested (in units) | 13,633 | 8,682 | 4,426 | ||||
End of period (in units) | 27,794 | 21,615 | 13,276 |
SUPPLEMENTAL CASH FLOW INFOR113
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid (received) for income taxes | $ (1,250) | $ 845 | $ 3,995 |
Cash paid for interest | 9,754 | 8,722 | 3,695 |
Loss associated with disposal of assets | 18 | 0 | 0 |
Amortization of deferred financing costs | 861 | 861 | 659 |
Deferred income taxes | (250) | 46 | 814 |
Other | $ 629 | $ 907 | $ 1,473 |
SUBSEQUENT EVENTS - Distributio
SUBSEQUENT EVENTS - Distribution to Partners (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 16, 2018 | Feb. 01, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 1.15 | ||
Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Partners' distribution (in dollars per share) | $ 0.35 | ||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | 1.4 | ||
Distribution (in dollars per share) | $ 0.005 | ||
Increase in distribution (in dollars per share) | 1.40% | ||
Increase in distribution | 21.70% | ||
Distribution paid | $ 5,000 | ||
General partner distribution | 238 | ||
Class A units | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Distribution paid | 27 | ||
Common Units and Subordinated Units | Subsequent Event | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Distribution paid | $ 4,000 |
SUBSEQUENT EVENTS - Long-term I
SUBSEQUENT EVENTS - Long-term Incentive Plan (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 13, 2018USD ($)$ / sharesshares | Feb. 28, 2018installmentshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Nov. 16, 2017shares | Dec. 31, 2014shares | |
Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 4 years | ||||||
Director | Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 1 year | ||||||
Long-Term Incentive Plan | Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Conversion ratio | 1 | ||||||
Common units authorized for issuance (in shares) | 3,654,167 | 1,654,167 | |||||
Maximum number of common units available for issuance (in shares) | 2,189,688 | ||||||
Long-Term Incentive Plan | Phantom Share Units (PSUs) | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period (in units) | 369,903 | ||||||
Common units authorized for issuance (in shares) | 546,940 | ||||||
Maximum number of common units available for issuance (in shares) | 1,797,127 | ||||||
Number of vesting periods | installment | 4 | ||||||
Long-Term Incentive Plan | Common units | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted in period (in units) | 244,794 | ||||||
Cash Paid | $ | $ 96 | ||||||
Long-Term Incentive Plan | Liability Classified | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash Paid | $ | $ 65 | $ 56 | $ 24 | ||||
Long-Term Incentive Plan | Liability Classified | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares price (dollars per share) | $ / shares | $ 11.55 | ||||||
Long-Term Incentive Plan | Director and independent consultants | Liability Classified | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period (in units) | 21,610 | 10,256 | 0 | ||||
Granted in period (in units) | 8,333 | 21,610 | 10,256 | ||||
Long-Term Incentive Plan | Employee | Liability Classified | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period (in units) | 13,633 | 8,682 | 4,426 | ||||
Granted in period (in units) | 19,812 | 17,021 | 17,702 | ||||
Long-Term Incentive Plan | Director | Phantom Share Units (PSUs) | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period (in years) | 1 year | ||||||
U.S. | Long-Term Incentive Plan | Director and independent consultants | Phantom Share Units (PSUs) | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period (in units) | 24,999 | ||||||
Conversion ratio | 1 | ||||||
U.S. | Long-Term Incentive Plan | Director and independent consultants | Common units | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted in period (in units) | 24,999 | ||||||
Cash Paid | $ | $ 0 | ||||||
U.S. | Long-Term Incentive Plan | Employee | Phantom Share Units (PSUs) | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period (in units) | 336,571 | ||||||
U.S. | Long-Term Incentive Plan | Employee | Common units | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted in period (in units) | 219,795 | ||||||
Cash Paid | $ | $ 0 | ||||||
Canada | Long-Term Incentive Plan | Director and independent consultants | Phantom Share Units (PSUs) | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period (in units) | 8,333 | ||||||
Canada | Long-Term Incentive Plan | Director and independent consultants | Common units | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted in period (in units) | 0 | ||||||
Cash Paid | $ | $ 96 |
SUBSEQUENT EVENTS - Vesting of
SUBSEQUENT EVENTS - Vesting of Class A Units (Details) - Limited Partner | Feb. 20, 2018quartershares | Feb. 28, 2017shares | Dec. 31, 2017shares | Dec. 31, 2016shares | Dec. 31, 2015shares |
Class A units | |||||
Subsequent Event [Line Items] | |||||
Conversion ratio | 1 | ||||
Partners' capital account, vested (in shares) | 46,250 | 46,250 | 46,250 | 0 | |
Common Units | |||||
Subsequent Event [Line Items] | |||||
Allocation of partnership interests (in shares) | 2,162,084 | 2,138,959 | |||
Third vesting tranche | Class A units | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Conversion ratio | 1 | ||||
Number of quarters of distribution | quarter | 4 | ||||
Partners' capital account, vested (in shares) | 38,750 | ||||
Third vesting tranche | Common Units | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Allocation of partnership interests (in shares) | 38,750 |
SUBSEQUENT EVENTS - Subordinate
SUBSEQUENT EVENTS - Subordinated Units (Details) | Feb. 20, 2018shares |
Subsequent Event | Subordinated units | Limited Partner | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares converted (in shares) | 2,092,709 |
SUBSEQUENT EVENTS - Revolving C
SUBSEQUENT EVENTS - Revolving Credit Facility (Details) - Secured Debt - Credit Facility - USD ($) | 2 Months Ended | 12 Months Ended | ||
Mar. 13, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 15, 2014 | |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |
Limit increase under accordion feature | $ 500,000,000 | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 300,000,000 | |||
Limit increase under accordion feature | 100,000,000 | |||
Amount outstanding under the credit facility | $ 202,000,000 | $ 213,000,000 | ||
Minimum | Revolving Credit Facility | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Minimum | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Maximum | Revolving Credit Facility | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Maximum | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Subsequent Event | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from long-term debt | $ 9,000,000 | |||
Repayments of lines of credit | 8,000,000 | |||
Amount outstanding under the credit facility | $ 203,000,000 |
QUARTERLY FINANCIAL DATA (Un119
QUARTERLY FINANCIAL DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Operating revenue | $ 27,614 | $ 28,981 | $ 26,989 | $ 27,752 | $ 28,554 | $ 28,343 | $ 27,871 | $ 26,357 | $ 111,336 | $ 111,125 | $ 81,763 | |
Operating costs | 23,298 | 20,182 | 18,227 | 18,516 | 22,354 | 18,843 | 18,454 | 18,834 | 80,223 | 78,485 | 59,309 | |
Operating income | 4,316 | 8,799 | 8,762 | 9,236 | 6,200 | 9,500 | 9,417 | 7,523 | 31,113 | 32,640 | 22,454 | |
Net income | 2,203 | 6,427 | 8,379 | 5,198 | 3,956 | 12,831 | 5,235 | 2,150 | 22,207 | 24,172 | 17,693 | |
Net income attributable to limited partner ownership interests in USD Partners LP | $ 2,098 | $ 6,258 | $ 8,185 | $ 5,080 | $ 3,877 | $ 12,575 | $ 5,131 | $ 2,107 | $ 21,611 | 23,690 | $ 17,339 | |
Net income per limited partner unit, basic and diluted (in dollars per share) | $ 0.08 | $ 0.24 | $ 0.35 | $ 0.22 | $ 0.17 | $ 0.49 | $ 0.23 | $ 0.09 | ||||
Terminalling services | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Asset impairment charges | $ 1,700 | $ 1,700 | $ 3,500 | $ 3,500 |