Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
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-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Units | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 21,914,224 | |
Subordinated Units | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 4,185,418 | |
Class A Units | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 38,750 | |
General Partner | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 461,136 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | ||
Fleet leases | $ 0 | $ 643 |
Freight and other reimbursables | 1,817 | 157 |
Total revenues | 29,733 | 27,855 |
Operating costs | ||
Subcontracted rail services | 3,062 | 2,013 |
Pipeline fees | 5,724 | 5,720 |
Fleet leases | 990 | 1,533 |
Freight and other reimbursables | 1,819 | 158 |
Operating and maintenance | 1,024 | 707 |
Selling, general and administrative | 2,994 | 2,315 |
Depreciation and amortization | 5,276 | 4,941 |
Total operating costs | 22,719 | 18,819 |
Operating income | 7,014 | 9,036 |
Interest expense | 2,485 | 2,607 |
Loss (gain) associated with derivative instruments | (1,024) | 211 |
Foreign currency transaction loss (gain) | (211) | 30 |
Other expense (income), net | 71 | (10) |
Income before income taxes | 5,693 | 6,198 |
Provision for (benefit from) income taxes | (907) | 1,135 |
Net income | 6,600 | 5,063 |
Net income attributable to limited partner interests | $ 6,399 | $ 4,947 |
Weighted average units outstanding (in shares) | 26,467 | 23,245 |
Common Units | ||
Operating costs | ||
Net income per unit (basic and diluted) (USD per share) | $ 0.24 | $ 0.22 |
Weighted average units outstanding (in shares) | 20,597 | 15,225 |
Subordinated Units | ||
Operating costs | ||
Net income per unit (basic and diluted) (USD per share) | $ 0.24 | $ 0.22 |
Weighted average units outstanding (in shares) | 5,348 | 7,441 |
Related party | ||
Revenues | ||
Fleet leases | $ 984 | $ 890 |
Freight and other reimbursables | 2 | 1 |
Operating costs | ||
Selling, general and administrative | 1,830 | 1,432 |
Terminalling services | ||
Revenues | ||
Terminalling/Fleet services | 21,663 | 23,677 |
Terminalling services | Related party | ||
Revenues | ||
Terminalling/Fleet services | 4,696 | 1,740 |
Fleet services | ||
Revenues | ||
Terminalling/Fleet services | 344 | 468 |
Fleet services | Related party | ||
Revenues | ||
Terminalling/Fleet services | $ 227 | $ 279 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 6,600 | $ 5,063 |
Other comprehensive income (loss) — foreign currency translation | (1,790) | 386 |
Comprehensive income | $ 4,810 | $ 5,449 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 6,600 | $ 5,063 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,276 | 4,941 |
Loss (gain) associated with derivative instruments | (1,024) | 211 |
Settlement of derivative contracts | (38) | 299 |
Unit based compensation expense | 1,337 | 798 |
Other | (1,004) | 232 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,349) | 35 |
Accounts receivable — related party | 1,213 | 213 |
Prepaid expenses and other assets | (161) | 1,882 |
Other assets — related party | 20 | 0 |
Accounts payable and accrued expenses | (887) | 93 |
Accounts payable and accrued expenses — related party | (378) | 307 |
Deferred revenue and other liabilities | 5,499 | (1,238) |
Net cash provided by operating activities | 8,104 | 12,836 |
Cash flows from investing activities: | ||
Additions of property and equipment | (78) | (126) |
Proceeds from the sale of assets | 236 | 0 |
Net cash provided by (used in) investing activities | 158 | (126) |
Cash flows from financing activities: | ||
Distributions | (9,689) | (7,903) |
Vested phantom units used for payment of participant taxes | (1,346) | (1,070) |
Proceeds from long-term debt | 9,000 | 5,000 |
Repayments of long-term debt | (8,000) | (16,342) |
Net cash used in financing activities | (10,035) | (20,315) |
Effect of exchange rates on cash | (678) | 149 |
Net change in cash, cash equivalents and restricted cash | (2,451) | (7,456) |
Cash, cash equivalents and restricted cash — beginning of period | 13,788 | 17,138 |
Cash, cash equivalents and restricted cash — end of period | $ 11,337 | $ 9,682 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 6,359 | $ 7,874 |
Restricted cash | 4,978 | 5,914 |
Accounts receivable, net | 12,491 | 4,171 |
Accounts receivable — related party | 2 | 410 |
Prepaid expenses | 2,139 | 2,545 |
Other current assets | 1,754 | 226 |
Other current assets — related party | 79 | 79 |
Total current assets | 27,802 | 21,219 |
Property and equipment, net | 142,579 | 146,573 |
Intangible assets, net | 96,160 | 99,312 |
Goodwill | 33,589 | 33,589 |
Other non-current assets | 226 | 145 |
Other non-current assets — related party | 154 | 174 |
Total assets | 300,510 | 301,012 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,755 | 2,670 |
Accounts payable and accrued expenses — related party | 345 | 244 |
Deferred revenue | 2,535 | 3,291 |
Deferred revenue — related party | 1,944 | 1,986 |
Other current liabilities | 8,686 | 2,339 |
Total current liabilities | 15,265 | 10,530 |
Long-term debt, net | 201,842 | 200,627 |
Deferred income tax liabilities, net | 3,105 | 4,490 |
Other non-current liabilities | 445 | 475 |
Total liabilities | 220,657 | 216,122 |
Commitments and contingencies | ||
Partners’ capital | ||
General partner units (461,136 outstanding at March 31, 2018 and December 31, 2017) | 136 | 178 |
Accumulated other comprehensive income | 130 | 1,920 |
Total partners’ capital | 79,853 | 84,890 |
Total liabilities and partners’ capital | 300,510 | 301,012 |
Common Units | ||
Partners’ capital | ||
Partners’ capital | 116,066 | 136,586 |
Class A Units | ||
Partners’ capital | ||
Partners’ capital | 850 | 1,468 |
Subordinated Units | ||
Partners’ capital | ||
Partners’ capital | $ (37,329) | $ (55,262) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2018 | Dec. 31, 2017 |
General partners' units outstanding (in shares) | 461,136 | 461,136 |
Common Units | ||
Limited partners' units outstanding (in shares) | 21,914,224 | 19,537,971 |
Class A Units | ||
Limited partners' units outstanding (in shares) | 38,750 | 82,500 |
Subordinated Units | ||
Limited partners' units outstanding (in shares) | 4,185,418 | 6,278,127 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Accumulated other comprehensive income (loss) | Class A Units | Limited PartnerCommon Units | Limited PartnerClass A Units | Limited PartnerSubordinated Units | General Partner |
Partners' capital account beginning balance (in units) at Dec. 31, 2016 | 138,750 | 14,185,599 | 138,750 | 8,370,836 | 461,136 | ||
Partners' capital account beginning balance at Dec. 31, 2016 | $ 58,526 | $ (1,705) | $ 128,890 | $ 1,929 | $ (70,944) | $ 356 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Conversion of units (in units) | 2,162,084 | 46,250 | 2,092,709 | ||||
Conversion of units | $ (19,047) | $ (606) | $ 19,653 | ||||
Common units issued for vested phantom units (in units) | 189,815 | ||||||
Common units issued for vested phantom units | $ (1,070) | ||||||
Net income | 5,063 | 3,319 | 25 | 1,603 | 116 | ||
Unit based compensation expense | 652 | 116 | |||||
Forfeited units (in shares) | 0 | ||||||
Distributions | $ (4,842) | $ (47) | $ (2,857) | $ (157) | |||
Cumulative translation adjustment | 386 | 386 | |||||
Partners' capital account ending balance (in units) at Mar. 31, 2017 | 92,500 | 16,537,498 | 92,500 | 6,278,127 | 461,136 | ||
Partners' capital account ending balance at Mar. 31, 2017 | 55,770 | (1,319) | $ 107,902 | $ 1,417 | $ (52,545) | $ 315 | |
Partners' capital account beginning balance (in units) at Dec. 31, 2017 | 82,500 | 19,537,971 | 82,500 | 6,278,127 | 461,136 | ||
Partners' capital account beginning balance at Dec. 31, 2017 | 84,890 | 1,920 | $ 136,586 | $ 1,468 | $ (55,262) | $ 178 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Conversion of units (in units) | 2,131,459 | 38,750 | 2,092,709 | ||||
Conversion of units | $ (18,245) | $ (674) | $ 18,919 | ||||
Common units issued for vested phantom units (in units) | 244,794 | ||||||
Common units issued for vested phantom units | $ (1,346) | ||||||
Net income | 6,600 | 5,095 | 14 | 1,290 | 201 | ||
Unit based compensation expense | 1,102 | $ 51 | 15 | 1 | |||
Forfeited units (in shares) | (5,000) | (5,000) | |||||
Forfeited units | $ 19 | ||||||
Distributions | $ (7,126) | $ (28) | $ (2,291) | $ (244) | |||
Cumulative translation adjustment | (1,790) | (1,790) | |||||
Partners' capital account ending balance (in units) at Mar. 31, 2018 | 38,750 | 21,914,224 | 38,750 | 4,185,418 | 461,136 | ||
Partners' capital account ending balance at Mar. 31, 2018 | $ 79,853 | $ 130 | $ 116,066 | $ 850 | $ (37,329) | $ 136 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION USD Partners LP and its consolidated subsidiaries, collectively referred to herein as we, us, our, the Partnership and USDP, is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC, or USD, through its wholly-owned subsidiary, USD Group LLC, or USDG. We were formed to acquire, develop and operate midstream infrastructure and complementary 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. We may on occasion enter into buy-sell arrangements in which we take temporary title to commodities while in our terminals. We expect such arrangements to be at fixed prices where we do not take commodity price exposure. Our common units are traded on the New York Stock Exchange, or NYSE, under the symbol USDP. Basis of Presentation Our accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of our management, they contain all adjustments, consisting only of normal recurring adjustments, which our management considers necessary to present fairly our financial position as of March 31, 2018 , our results of operations for the three months ended March 31, 2018 and 2017 , and our cash flows for the three months ended March 31, 2018 and 2017 . We derived our consolidated balance sheet as of December 31, 2017 , from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . Our results of operations for the three months ended March 31, 2018 and 2017 should not be taken as indicative of the results to be expected for the full year due to fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . Effective January 1, 2018, we adopted the requirements of Accounting Standards Update 2014-09, or ASU 2014-09, Revenue from Contracts with Customers and Accounting Standards Update 2016-18, or ASU 2016-18, Statement of Cash Flows, Restricted Cash, as discussed in Note 2. Accounting Standards and Significant Accounting Policies . All amounts and disclosures set forth in this Form 10-Q have been updated to comply with the new standards. 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 rate 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. 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. Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. |
ACCOUNTING STANDARDS AND SIGNIF
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES | ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES Recently Adopted Accounting Pronouncements ASU No. 2016-18 In November 2016, the Financial Accounting Standards Board, or FASB, issued ASU No. 2016-18, which amends FASB Accounting Standards Codification, or 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. Effective January 1, 2018, we adopted ASU 2016-18 retrospectively. As a result of including restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statements of cash flows, net cash flows for the three months ended March 31, 2017 increased by $5.5 million . ASU No. 2014-09 In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers, or ASC 606, which 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. Effective January 1, 2018, we adopted the requirements of ASC 606 using the full retrospective method. We applied the standard's right-to-invoice practical expedient on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. We revised our consolidated financial statements from amounts previously reported due to our adoption of ASC 606 as presented in the following discussion and tables: Terminalling Services Revenue and Deferred Revenue — Terminalling services revenue increased by $0.1 million for the three months ended March 31, 2017 , 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 terminal 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 terminal for periods up to six months following the month for which the minimum volume commitments were paid. Historically, breakage associated with these make-up rights options has approximated 100% . Breakage rates are regularly evaluated and modified as necessary to reflect our current expectations and experience. The balance of our deferred revenue at December 31, 2017 , decreased by $21.9 million due to our adoption of ASC 606. Pipeline Fees and Prepaid Expenses — Our “Pipeline fees” expense increased by $0.3 million for the three months ended March 31, 2017 . 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 concurrently recognized a proportionate amount of the prepaid pipeline fees as expense in connection with our adoption of ASC 606. The balance of prepaid expenses at December 31, 2017 , decreased by $6.4 million due to our adoption of ASC 606. Provision for Income Taxes and Non-current Deferred Income Tax Liability — Our provision for income taxes decreased by $0.1 million for the three months ended March 31, 2017 . The change in our provision for income taxes is attributable to the change in “Pipeline fees” in excess of the change in “Terminalling services revenue” associated with our adoption of ASC 606 as discussed above, which affected 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 , increased 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 resulted 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. We had no significant change in our “Other comprehensive income (loss) — foreign currency translation” for the three months ended March 31, 2017 . The balance of “Accumulated other comprehensive income” at December 31, 2017 , increased by $0.3 million due to our adoption of ASC 606. Cash Flows From Operating Activities — Our adoption of ASC 606 did not affect the amount we reported as Cash flows from operating activities, as our adoption of this standard did not affect our cash flow. However, the components that comprise “Net cash provided by operating activities” within our consolidated statements of cash flows changed to reflect the revised amounts presented in our consolidated statements of income and consolidated balance sheets as discussed above. The following table shows the adjustments for our adoption of ASC 606 and the resulting balances for each affected line item in our consolidated statements of income for the period indicated: Three months ended March 31, 2017 As reported Adjustments As adjusted (in thousands) Revenues $ 27,752 $ 103 $ 27,855 Operating costs 18,516 303 18,819 Operating income 9,236 (200 ) 9,036 Other expense (income), net 5 (15 ) (10 ) Income before income taxes 6,383 (185 ) 6,198 Income taxes 1,185 (50 ) 1,135 Net income 5,198 (135 ) 5,063 The following table shows the adjustments for the adoption of ASC 606 and ASU 2016-18 and the resulting balance for each affected line item in our consolidated statements of cash flow for the period indicated: Three months ended March 31, 2017 As reported Adjustments As adjusted (in thousands) Net income $ 5,198 $ (135 ) $ 5,063 Deferred income taxes 58 (50 ) 8 Prepaid expenses and other assets 1,579 303 1,882 Deferred revenue and other liabilities (1,120 ) (118 ) (1,238 ) Net cash provided by operating activities 12,815 21 12,836 Effect of exchange rates on cash 105 44 149 Net change in cash and cash equivalents (7,521 ) 65 (7,456 ) Cash and cash equivalents — beginning of period 11,705 5,433 17,138 Cash and cash equivalents — end of period 4,184 5,498 9,682 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 for the period indicated: 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 22,011 (18,720 ) 3,291 Deferred revenue — related party 5,115 (3,129 ) 1,986 Deferred income tax liabilities, 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 Adjusted 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 Please refer to Note 4. Revenues for additional information regarding our adoption of ASC 606. Recent Accounting Pronouncements Not Yet Adopted Intangibles — Goodwill and Other In January 2017, the FASB issued Accounting Standards Update No. 2017-04, or ASU 2017-04, which amends 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. 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. |
NET INCOME PER LIMITED PARTNER
NET INCOME PER LIMITED PARTNER INTEREST | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME PER LIMITED PARTNER INTEREST | NET INCOME PER LIMITED PARTNER INTEREST We allocate our net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income 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: Three Months Ended March 31, 2018 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 5,095 $ 1,290 $ 14 $ 201 $ 6,600 Less: Distributable earnings (2) 8,089 1,544 14 257 9,904 Distributions in excess of earnings $ (2,994 ) $ (254 ) $ — $ (56 ) $ (3,304 ) Weighted average units outstanding (3) 20,597 5,348 61 461 26,467 Distributable earnings per unit (4) $ 0.39 $ 0.29 $ 0.23 Overdistributed earnings per unit (5) (0.15 ) (0.05 ) — Net income per limited partner unit (basic and diluted) $ 0.24 $ 0.24 $ 0.23 (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 $87 thousand attributed to the general partner for its incentive distribution rights (2) Represents the distributions payable for the period based upon the quarterly distribution amount of $0.3525 per unit, or $1.41 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $441 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Three Months Ended March 31, 2017 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 3,319 $ 1,603 $ 25 $ 116 $ 5,063 Less: Distributable earnings (2) 5,821 $ 2,209 33 178 8,241 Distributions in excess of earnings $ (2,502 ) $ (606 ) $ (8 ) $ (62 ) $ (3,178 ) Weighted average units outstanding (3) 15,225 7,441 118 461 23,245 Distributable earnings per unit (4) $ 0.38 $ 0.30 $ 0.28 Undistributed earnings per unit (5) (0.16 ) (0.08 ) (0.07 ) Net income per limited partner unit (basic and diluted) $ 0.22 $ 0.22 $ 0.21 (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 $15 thousand attributed to the general partner for its incentive distribution rights. (2) Represents the distributions paid for the period based upon the quarterly distribution of $0.335 per unit, or $1.34 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $397 thousand distributed 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 period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES We recognize revenue from contracts with customers by applying the provisions of ASC 606, Revenue from Contracts with Customers . We recognize revenue under the core principle to depict the transfer of control to our customers of goods or services in an amount reflecting the consideration for which we expect to be entitled. In order to achieve the core principle, we apply the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when a performance obligation is satisfied. We define a performance obligation as a promise in a contract to transfer a distinct good or service to the customer, which also represents the unit of account under ASC 606. We allocate the transaction price in a contract to each distinct performance obligation, which we recognize as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, we allocate the transaction price in the contract to each performance obligation using our best estimate of the standalone selling price for each distinct good or service in the contract, utilizing market-based and cost-plus margin inputs. We have elected to account for sales taxes received from customers on a net basis. We applied the standard’s right-to-invoice practical expedient on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Disaggregated Revenues We manage our business in two reportable segments: Terminalling services and Fleet services. 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. As such, we have concluded that disaggregating revenue by reporting segments appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 13. Segment Reporting for our disaggregated revenues by segment. Additionally, the below tables summarize the geographic data for our revenues: For the Three Months Ended March 31, 2018 U.S. Canada Total (in thousands) Revenues Third party $ 11,697 $ 12,127 $ 23,824 Related party $ 1,211 $ 4,698 $ 5,909 For the Three Months Ended March 31, 2017 U.S. Canada Total (in thousands) Revenues Third party $ 10,810 $ 14,135 $ 24,945 Related party $ 1,169 $ 1,741 $ 2,910 Terminalling Services Revenues We derive a majority of our revenues from contracts to provide terminalling services, which include pipeline transportation, storage, loading and unloading of crude oil and related products from and into railcars, as well as the transloading of biofuels from railcars into trucks. Our terminalling services agreements for crude oil and related products are generally established under multi-year, take-or-pay provisions that require monthly payments from our customers for their minimum monthly volume commitments in exchange for our performance of the terminalling services enumerated above. Our terminalling services for biofuels typically require monthly payments for actual volumes handled. Variable consideration, such as volume-based pricing, included in our agreements is typically resolved within the applicable accounting period. We recognize revenue for the terminalling services we provide based upon the contractual rates set forth in our agreements related to throughput volumes. We recognize revenue over time as we render services based on the throughput delivered as this best represents the value we provide to customers for our services. All of the contracted capacity at our Casper, Hardisty and Stroud terminals is contracted under multi-year agreements that contain “take-or-pay” provisions where we are entitled to the payment of minimum monthly commitment fees from our customers, regardless of whether the specified throughput to which the customer committed is achieved. Our terminalling services agreements grant our 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 currently recognize substantially all of the amounts we receive for minimum commitment fees as revenue when collected, since breakage associated with these make-up rights options approximates 100% based on our experience and expectations around usage of these options. Breakage rates are regularly evaluated and modified as necessary to reflect our current expectations and experience. If not expected to be entitled to a breakage amount, we defer the recognition of revenue associated with volumes that are below the minimum monthly commitment until we determine that the likelihood that the customer will be able to make up the minimum volume is remote. If expected to be entitled to a breakage amount, we estimate expected breakage and recognize the expected breakage amount as revenue in proportion to the trend of rights exercised by the customer. Fleet Services Revenues Fleet services contracts provide for the sourcing of railcar fleets and related logistics and maintenance services. We allocate revenue between the lease and service components based on relative standalone values, typically utilizing market-based and cost-plus margin estimates, and account for each component under 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 recognize revenue for fleet leases and related party administrative services ratably over the contract period as services are consistently provided throughout the period. Revenue for reimbursable costs is recognized on a gross basis on our consolidated statements of income as “Freight and other reimbursables,” as the costs are incurred. We have deferred revenues for amounts collected in advance from customers in our Fleet services segment, which will be recognized as revenue as the underlying services are performed pursuant to the terms of our contracts. We have prepaid rent associated with these deferred revenues on our railcar leases, which we will recognize as expense as these railcars are used. Railroad Incentives 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 amounts in “Other income, net” in our consolidated statements of income, as we utilized the services of CP pursuant to the terms of the agreement. Such amounts were not material for any period presented herein. Remaining Performance Obligations The transaction price allocated to the remaining performance obligations associated with our terminalling and fleet services agreements as of March 31, 2018 are as follows for the periods indicated: 2018 2019 2020 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 69,003 $ 57,898 $ 7,768 $ — $ 134,669 Fleet Services 772 1,030 1,030 2,324 5,156 Total $ 69,775 $ 58,928 $ 8,798 $ 2,324 $ 139,825 (1) The majority of our terminalling services agreements are denominated in Canadian dollars. We have converted the remaining performance obligations provided herein using the average monthly exchange rate of 0.7911 U.S. dollars per one Canadian dollar at March 31, 2018 . (2) Includes fixed monthly minimum commitment fees per contracts and excludes constrained variable consideration for rate-escalation associated with an index, such as the consumer price index, as well as any incremental revenue associated with volume activity above the minimum set within the contracts. We have applied the practical expedient that allows us to exclude disclosure of performance obligations that are part of a contract that has an expected duration of one year or less. In addition, we have also applied the practical expedient that allows us not to disclose the amount of transaction price allocated to the remaining performance obligations for all reporting periods presented prior to our adoption of ASC 606. Contract Assets Our contract assets represent cumulative revenue that has been recognized in advance of billing the customer due to tiered billing provisions. In such arrangements, revenue is recognized using a blended rate based on the billing tiers of the agreement, as the services are consistently provided throughout the duration of the contractual arrangement. We have included contract assets of $86 thousand and $34 thousand as of March 31, 2018 and December 31, 2017 , respectively, in “ Other non - current assets ” on our consolidated balance sheets. Contract Liabilities Our contract liabilities consist of amounts collected in advance from customers associated with their terminalling and fleet services agreements, which will be recognized as revenue when earned pursuant to the terms of our contractual arrangements. We have included contract liabilities of $2.5 million and $3.3 million as of March 31, 2018 and December 31, 2017 , respectively, in “ Deferred revenue ” and $1.5 million and $1.6 million as of March 31, 2018 and December 31, 2017 , respectively, in “ Deferred revenue — related party ” on our consolidated balance sheets. The following table presents the changes associated with the balance of our contract liabilities for the three months ended March 31, 2018 : December 31, 2017 Cash Additions for Customer Prepayments Revenue Recognized March 31, 2018 (in thousands) Customer prepayments $ 3,291 $ 2,535 $ (3,291 ) $ 2,535 Customer prepayments — related party (1) $ 1,576 $ 1,534 $ (1,576 ) $ 1,534 (1) Includes contract liabilities associated with customer prepayments from related parties. Refer to Note 11. Transactions with Related Parties for additional discussion of deferred revenues associated with related parties. Deferred Revenue — Fleet Leases Our deferred revenue also includes advance lease payments 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 railcar leases that are associated with the fleet services deferred revenues, which we will recognize as expense concurrently with our recognition of the associated revenue. We have included $0.4 million at March 31, 2018 and December 31, 2017 , in “ Deferred revenue — related party ” on our consolidated balance sheets associated with customer prepayments for our fleet lease agreements. |
RESTRICTED CASH
RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2018 | |
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 2014 in connection with the development of our Hardisty terminal. The collaborative arrangement is further discussed in Note 9. Collaborative Arrangement . The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amounts shown in our consolidated statements of cash flows for the specified periods: March 31, 2018 2017 (in thousands) Cash and cash equivalents $ 6,359 $ 4,184 Restricted Cash 4,978 5,498 Total cash, cash equivalents and restricted cash $ 11,337 $ 9,682 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Our property and equipment consist of the following as of the dates indicated: March 31, 2018 December 31, 2017 Estimated Depreciable Lives (Years) (in thousands) Land $ 10,163 $ 10,245 N/A Trackage and facilities 126,573 128,568 10-30 Pipeline 16,336 16,336 20-25 Equipment 12,803 12,926 3-10 Furniture 66 67 5-10 Total property and equipment 165,941 168,142 Accumulated depreciation (23,972 ) (22,369 ) Construction in progress (1) 610 800 Property and equipment, net $ 142,579 $ 146,573 (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. Depreciation expense associated with Property and equipment totaled $2.1 million and $1.8 million for the three months ended March 31, 2018 and 2017 . |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: March 31, 2018 December 31, 2017 (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 (29,881 ) (26,731 ) Other (25 ) (23 ) Total accumulated amortization (29,906 ) (26,754 ) Total intangible assets, net $ 96,160 $ 99,312 Amortization expense associated with intangible assets totaled $3.2 million for the three months ended March 31, 2018 and 2017 . |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT 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 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 long-term debt balances included the following components as of the specified dates: March 31, 2018 December 31, 2017 (in thousands) Revolving Credit Facility 203,000 202,000 Less: Deferred financing costs, net (1,158 ) (1,373 ) Total long-term debt, net $ 201,842 $ 200,627 We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates: March 31, 2018 December 31, 2017 (in millions) Aggregate borrowing capacity under Credit Agreement $ 400.0 $ 400.0 Less: Revolving Credit Facility amounts outstanding 203.0 202.0 Letters of credit outstanding — — Available under Credit Agreement (1) $ 197.0 $ 198.0 (1) Pursuant to the terms of our Credit Agreement, our borrowing capacity, currently, is limited to 4.5 times our trailing 12-month consolidated EBITDA. The average interest rate on our outstanding indebtedness was 4.10% and 4.00% at March 31, 2018 and December 31, 2017 , respectively. In addition to the interest we incur on our outstanding indebtedness, we pay commitment fees of 0.50% on unused commitments, which rate will vary based on our consolidated net leverage ratio, as defined in our Credit Agreement. At March 31, 2018 , we were in compliance with the covenants set forth in our Credit Agreement. Interest expense associated with our outstanding indebtedness was as follows for the specified periods: Three Months Ended March 31, 2018 2017 (in thousands) Interest expense on the Credit Agreement $ 2,270 $ 2,392 Amortization of deferred financing costs 215 215 Total interest expense $ 2,485 $ 2,607 |
COLLABORATIVE ARRANGEMENT
COLLABORATIVE ARRANGEMENT | 3 Months Ended |
Mar. 31, 2018 | |
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 $5.7 million of expenses for both of the three month periods ended March 31, 2018 and 2017 , which are presented as “Pipeline fees” in our consolidated statements of income. |
NONCONSOLIDATED VARIABLE INTERE
NONCONSOLIDATED VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NONCONSOLIDATED VARIABLE INTEREST ENTITIES | NONCONSOLIDATED VARIABLE INTEREST ENTITIES We have entered into purchase, assignment and assumption agreements to assign payment and performance obligations for certain operating lease agreements with lessors, 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. The following table summarizes the total assets and liabilities between us and the VIEs as reflected in our consolidated balance sheets at March 31, 2018 and December 31, 2017 , 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 revenue. March 31, 2018 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 16 $ — $ — Accounts payable — — — Deferred revenue, current portion — 20 — Deferred revenue, net of current portion — — — $ 16 $ 20 $ — 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 $ — We have assigned certain payment and performance obligations under the leases and master fleet service agreements for 2,283 railcars to the VIEs, but we have retained certain rights and obligations with respect to the servicing of these railcars. During the quarter ended March 31, 2018 , 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 | 3 Months Ended |
Mar. 31, 2018 | |
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 owns 7,371,672 of our common units and all 4,185,418 of our subordinated units representing a combined 43.4% 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 to 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 party to an omnibus agreement with USD, USDG and certain of their subsidiaries, including our general partner, pursuant to which we obtain and make payments for specified services provided to us and for out-of-pocket costs incurred on our behalf. 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 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 three months ended March 31, 2018 and 2017 , were $1.8 million and $1.4 million , respectively, which amounts are included in “Selling, general and administrative — related party” in our consolidated statements of income. At March 31, 2018 and December 31, 2017 , we had balances payable related to these costs of $0.3 million and $0.2 million , respectively, recorded as “Accounts payable and accrued expenses — related party” in our consolidated balance sheets. 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. ” 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 March 31, 2018. 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 three months ended March 31, 2018, we had not received any payments pursuant to this agreement. Our related party revenues from USDM are presented in the following table for the indicated periods: Three Months Ended March 31, 2018 2017 (in thousands) Terminalling services — related party $ 4,696 $ 1,740 Fleet leases — related party 984 890 Fleet services — related party 227 279 Freight and other reimbursables — related party 2 1 $ 5,909 $ 2,910 We had no amounts receivable from USDM as of March 31, 2018 and $0.4 million receivable as of December 31, 2017 , recorded in “Accounts receivable — related party.” We had deferred revenue included in “Deferred revenue — 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 prepaid leases and prepaid minimum volume commitment fees of $1.9 million and $2.0 million at March 31, 2018 and December 31, 2017 , respectively. In addition, we had $233 thousand and $253 thousand at March 31, 2018 and December 31, 2017 , respectively, recorded in “Other current assets — related party” and “Other assets — related party” on our consolidated balance sheets for non-cash lease revenues associated with the recognition of our lease contracts. Cash Distributions During the three months ended March 31, 2018 , we paid the following aggregate cash distributions to USDG as a holder of our common units and the sole owner of our subordinated units and to USD Partners GP LLC for their general partner interest and as the holder of our IDRs. Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 1, 2018 February 12, 2018 February 16, 2018 $ 4,045 $ 238 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. We do not believe that we are currently a party to any such proceedings that will have a material adverse impact on our financial condition or results of operations. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We manage our business in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges 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, interest, income taxes, foreign currency transaction gains and losses and other items which do not affect the underlying cash flows produced by our businesses. As such, we have concluded that disaggregating revenue by reporting segments appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following tables summarize our reportable segment data: Three Months Ended March 31, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 21,663 $ — $ — $ 21,663 Terminalling services — related party 4,696 — — 4,696 Fleet leases — — — — Fleet leases — related party — 984 — 984 Fleet services — 344 — 344 Fleet services — related party — 227 — 227 Freight and other reimbursables 555 1,262 — 1,817 Freight and other reimbursables — related party 2 — — 2 Total revenues 26,916 2,817 — 29,733 Operating costs Subcontracted rail services 3,062 — — 3,062 Pipeline fees 5,724 — — 5,724 Fleet leases — 990 — 990 Freight and other reimbursables 557 1,262 — 1,819 Operating and maintenance 949 75 — 1,024 Selling, general and administrative 1,562 325 2,937 4,824 Depreciation and amortization 5,276 — — 5,276 Total operating costs 17,130 2,652 2,937 22,719 Operating income (loss) 9,786 165 (2,937 ) 7,014 Interest expense — — 2,485 2,485 Gain associated with derivative instruments — — (1,024 ) (1,024 ) Foreign currency transaction loss (gain) 31 (4 ) (238 ) (211 ) Other expense, net 71 — — 71 Provision for (benefit from) income taxes (935 ) 28 — (907 ) Net income (loss) $ 10,619 $ 141 $ (4,160 ) $ 6,600 Three Months Ended March 31, 2017 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 23,677 $ — $ — $ 23,677 Terminalling services — related party 1,740 — — 1,740 Fleet leases — 643 — 643 Fleet leases — related party — 890 — 890 Fleet services — 468 — 468 Fleet services — related party — 279 — 279 Freight and other reimbursables 21 136 — 157 Freight and other reimbursables — related party — 1 — 1 Total revenues 25,438 2,417 — 27,855 Operating costs Subcontracted rail services 2,013 — — 2,013 Pipeline fees 5,720 — — 5,720 Fleet leases — 1,533 — 1,533 Freight and other reimbursables 21 137 — 158 Operating and maintenance 611 96 — 707 Selling, general and administrative 1,215 296 2,236 3,747 Depreciation and amortization 4,941 — — 4,941 Total operating costs 14,521 2,062 2,236 18,819 Operating income (loss) 10,917 355 (2,236 ) 9,036 Interest expense 170 — 2,437 2,607 Loss associated with derivative instruments 211 — — 211 Foreign currency transaction loss — — 30 30 Other income, net (10 ) — — (10 ) Provision for income taxes 955 134 46 1,135 Net income (loss) $ 9,591 $ 221 $ (4,749 ) $ 5,063 Segment Adjusted EBITDA The following table provides a reconciliation of Segment Adjusted EBITDA to “Net cash provided by operating activities:” Three Months Ended March 31, 2018 2017 (in thousands) Segment Adjusted EBITDA Terminalling services $ 15,011 $ 16,157 Fleet services 165 355 Corporate activities (1) (1,638 ) (1,438 ) Total Adjusted EBITDA 13,538 15,074 Add (deduct): Amortization of deferred financing costs 215 215 Deferred income taxes (1,290 ) 8 Changes in accounts receivable and other assets (7,277 ) 2,130 Changes in accounts payable and accrued expenses (1,265 ) 400 Changes in deferred revenue and other liabilities 5,499 (1,238 ) Interest expense, net (2,485 ) (2,603 ) Benefit from (provision for) income taxes 907 (1,135 ) Foreign currency transaction gain (loss) (2) 211 (30 ) Other income — 15 Non-cash contract asset (3) 51 — Net cash provided by operating activities $ 8,104 $ 12,836 (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 contract revenues associated with the recognition of our contract assets. Refer to Note 4. Revenues — Contract Assets for more information. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
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 on the statutory federal income tax rate of 21% , as applied to USD Rail LP’s taxable loss of $0.3 million for the three months ended March 31, 2018 and 34% as applied to its taxable income of $0.3 million for the three months ended March 31, 2017 . Foreign Income Taxes Our Canadian operations are conducted through entities that are subject to Canadian federal and provincial income taxes which are determined using the combined federal and provincial income tax rate of 27% applied to the taxable income of our Canadian operations for the three months ended March 31, 2018 and 2017 . Tax Effects of ASC 606 Adoption In May 2014, the FASB issued Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers , or ASC 606, which provides a single comprehensive model for revenue recognition. We adopted the requirements of ASC 606 effective January 1, 2018, using the full retrospective method. As a result, we recognized revenues with respect to each prior period for amounts that were previously deferred, as well as the associated previously deferred pipeline fees. Refer to Note 2. Accounting Standards and Significant Accounting Policies for a comprehensive discussion regarding our adoption of ASC 606. In conjunction with our adoption of ASC 606, we also recognized a deferred tax liability associated with the previously deferred revenues net of previously deferred pipeline fees. We recovered a portion of that deferred tax liability during the three months ended March 31, 2018. For Canadian tax purposes, the previously deferred revenue, net of previously deferred expenses associated with our adoption of ASC 606 will be fully recognized ratably during 2018. The deferred tax recovery of $0.9 million (representing C$1.2 million ) for the three months ended March 31, 2018 was partially offset by the Canadian tax liability attributable to our current earnings for the three months ended March 31, 2018. Estimated Annual Effective Income Tax Rate The reconciliation between income tax expense based on the U.S. federal statutory income tax rate and our effective income tax expense is presented below: Three Months Ended March 31, 2018 2017 (in thousands) Income tax expense at the U.S. federal statutory rate $ 1,195 21 % $ 2,108 34 % Amount attributable to partnership not subject to income tax (1,992 ) (35 )% (841 ) (14 )% Foreign income tax rate differential (198 ) (3 )% (193 ) (3 )% Other 8 — % (1 ) — % State income tax expense (1) 10 — % 59 1 % Change in valuation allowance 70 1 % 3 — % Provision for (benefit from) income taxes $ (907 ) (16 )% $ 1,135 18 % (1) Net of the federal income tax expense or benefit for the deduction associated with state income taxes. We determined our first quarter 2018 income tax expense using an estimated annual effective income tax rate on a consolidated basis for fiscal year 2018 . This rate incorporates the applicable rates of the various domestic and foreign tax jurisdictions to which we are subject. Three Months Ended March 31, 2018 2017 (in thousands) Current income tax expense: U.S. federal income tax $ — $ 98 U.S. federal operating loss carryforward — (98 ) State income tax expense 10 63 Canadian federal and provincial income taxes expense 373 1,064 Total current income tax expense 383 1,127 Deferred income tax expense (benefit): U.S. federal income tax expense 16 121 Canadian federal and provincial income taxes benefit (1,306 ) (113 ) Total change in deferred income tax expense (benefit) (1,290 ) 8 Provision for (benefit from) income taxes $ (907 ) $ 1,135 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: March 31, 2018 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ 16 $ — $ 16 Prepaid expenses — — — Capital loss carryforwards — 469 469 Operating loss carryforwards 54 — 54 Deferred income tax liabilities Unbilled revenue — (458 ) (458 ) Deferred revenues — (2,381 ) (2,381 ) Property and equipment — (266 ) (266 ) Valuation allowance (70 ) (469 ) (539 ) Deferred income tax liabilities, net $ — $ (3,105 ) $ (3,105 ) December 31, 2017 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ 16 $ — $ 16 Prepaid expenses — 1,731 1,731 Capital loss carryforwards — 469 469 Deferred income tax liabilities Unbilled revenue — (284 ) (284 ) Deferred revenues — (5,607 ) (5,607 ) Property and equipment — (346 ) (346 ) Valuation allowance — (469 ) (469 ) Deferred income tax liabilities, net $ 16 $ (4,506 ) $ (4,490 ) We had $0.3 million available U.S. federal loss carryforward remaining as of March 31, 2018 , and none as of December 31, 2017 . Our available Canadian loss carryforward was $4.5 million and $4.6 million as of March 31, 2018 and December 31, 2017 , respectively, $1.1 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 not have any unrecognized income tax benefits or any income tax reserves for uncertain tax positions as of March 31, 2018 and December 31, 2017 . Refer to Note 18. Supplemental Cash Flow Information for information regarding amounts paid for income taxes. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2018 | |
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 1.7% , and the counterparty will pay us if the one-month LIBOR exceeds the ceiling rate of 2.5% . 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. We have not entered into any derivative financial instruments to mitigate our exposure to changes in foreign currency exchange rates for 2018 or any future periods. 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. Derivative Positions We record 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: March 31, 2018 December 31, 2017 (in thousands) Other current assets $ 1,245 $ 183 We have not designated our derivative financial instruments as hedges of our interest rate or foreign currency 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: Three Months Ended March 31, 2018 2017 (in thousands) Loss (gain) associated with derivative instruments $ (1,024 ) $ 211 We determine the fair value of our derivative financial instruments using third party pricing information that is derived from observable market inputs, which we classify as level 2 with respect to the fair value hierarchy. The following table presents summarized information about the fair values of our outstanding interest rate contract for the periods indicated: At March 31, 2018 At December 31, 2017 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Collar Agreements Maturing in 2022 Ceiling $ 100,000,000 2.5 % $ 1,758 $ 938 Floor $ 100,000,000 1.7 % (513 ) (755 ) Total $ 1,245 $ 183 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. March 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 1,758 $ — $ — $ — $ 1,758 Effects of netting arrangements — — (513 ) — $ (513 ) Fair value of derivatives — net presentation $ 1,758 $ — $ (513 ) $ — $ 1,245 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 |
PARTNERS' CAPITAL
PARTNERS' CAPITAL | 3 Months Ended |
Mar. 31, 2018 | |
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 initial public offering, or 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, 1.00 for the third vesting tranche and will be no more than 2.00 for the fourth and final vesting tranche. In February 2018 , pursuant to the terms set forth in our partnership agreement, the third vesting tranche of 38,750 Class A units vested. We determined that, upon conversion, each vested Class A unit would receive one common unit based upon our distributions paid for the four preceding quarters. As a result, 38,750 Class A units were converted into 38,750 common units. Our partnership agreement provides that, while any subordinated units remain outstanding, holders of our common units and Class A units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to our minimum quarterly distribution per unit, plus (with respect to the common units) any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Subordinated units convert into common units on a one -for-one basis in separate sequential tranches. Each tranche is comprised of 20.0 percent of the subordinated units issued in conjunction with our IPO. Each 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 2018 , pursuant to the terms set forth in our partnership agreement, we converted the third 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 Amended and Restated 2014 Long-Term Incentive Plan, which we refer to as the A/R 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 361,570 vested during the first three months of 2018 , of which 244,794 were converted into our common units after 116,776 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 17. 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 are determined by our general partner. |
UNIT BASED COMPENSATION
UNIT BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
UNIT BASED COMPENSATION | UNIT BASED COMPENSATION Class A units 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. In February 2018 , pursuant to the terms set forth in our partnership agreement, the third vesting tranche of 38,750 Class A units vested based upon our distributions paid for the four preceding quarters and were converted on a basis of one common unit for each class A unit. As a result, we converted 38,750 Class A units into 38,750 common units. The grant date average fair value of all Class A units was $25.71 per unit at March 31, 2018 and 2017 . The following table presents the activity associated with our Class A units for the specified periods: Three Months Ended March 31, 2018 2017 Class A units outstanding at beginning of period 82,500 138,750 Vested (38,750 ) (46,250 ) Forfeited (5,000 ) — Class A units outstanding at end of period 38,750 92,500 We recognized compensation expense in “Selling, general and administrative” with regard to our Class A units for the following amounts during the periods presented: Three Months Ended March 31, 2018 2017 (in thousands) Selling, general and administrative $ 70 $ 116 For the three months ended March 31, 2018 , we had forfeitures of 5,000 Class A units. No forfeitures occurred during the three months ended March 31, 2017 . We have elected to account for actual forfeitures as they occur rather than applying an estimated forfeiture rate when determining compensation expense. 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 statement 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 $15 thousand for the three months ended March 31, 2018 , 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 three months ended March 31, 2017 . Long-term Incentive Plan In 2018 and 2017 , the board of directors of our general partner, acting in its capacity as our general partner, approved the grant of 546,940 and 695,099 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under our A/R LTIP. At March 31, 2018 , we had 1,797,127 Phantom Units remaining available for grant pursuant to the terms of our 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, 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 a closing price of one of our common units preceding the grant date, as determined by the board of directors of our general partner and 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 distribution equivalent right, or 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 tables present the award activity for our Equity-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2017 24,999 1,111,849 $ 10.90 Granted 34,611 480,839 $ 11.55 Vested (24,999 ) (336,571 ) $ 10.86 Forfeited — (27,567 ) $ 11.22 Phantom Unit awards at March 31, 2018 34,611 1,228,550 $ 11.17 Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 Granted 24,999 639,955 $ 12.80 Vested (64,830 ) (204,157 ) $ 8.47 Forfeited — — $ — Phantom Unit awards at March 31, 2017 24,999 1,166,606 $ 10.91 The following tables present the award activity for our Liability-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2017 8,333 27,794 $ 11.29 Granted 11,348 20,142 $ 11.55 Vested (8,333 ) — $ 12.80 Phantom Unit awards at March 31, 2018 11,348 47,936 $ 12.13 Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 Granted 8,333 19,812 $ 12.80 Vested (21,610 ) — $ 6.39 Phantom Unit awards at March 31, 2017 8,333 41,427 $ 11.15 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 sheet. For the three months ended March 31, 2018 and 2017 , we recognized $1.3 million and $0.7 million , respectively, of compensation expense associated with outstanding Phantom Units. As of March 31, 2018 , we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $14.2 million , which we expect to recognize over a weighted average period of 2.98 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: Three Months Ended March 31, 2018 2017 (in thousands) Equity-classified Phantom Units (1) $ 388 $ 263 Liability-classified Phantom Units 13 14 Total $ 401 $ 277 (1) We reclassified $45 thousand for the three months ended March 31, 2018 to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. We had no forfeitures for the three months ended March 31, 2017 . |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
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: Three Months Ended March 31, 2018 2017 (in thousands) Cash paid for income taxes $ 182 $ 616 Cash paid for interest $ 2,291 $ 2,362 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: Three Months Ended March 31, 2018 2017 (in thousands) Loss associated with disposal of assets $ 71 $ 9 Amortization of deferred financing costs 215 215 Deferred income taxes (1,290 ) 8 $ (1,004 ) $ 232 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Distribution to Partners On April 26, 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 $0.3525 per unit, or $1.41 per unit on an annualized basis, for the three months ended March 31, 2018 . The distribution represents an increase of $0.0025 per unit, or 0.7% over the prior quarter distribution per unit, and is 22.6% over our minimum quarterly distribution per unit. The distribution will be paid on May 11, 2018 , to unitholders of record at the close of business on May 7, 2018 . The distribution will include payment of $5.1 million to our public common unitholders, $14 thousand to the Class A unitholders, an aggregate of $4.1 million to USDG as a holder of our common units and the sole owner of our subordinated units and $249 thousand to USD Partners GP LLC for its general partner interest and as holder of the IDR. |
ORGANIZATION AND BASIS OF PRE27
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Our accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of our management, they contain all adjustments, consisting only of normal recurring adjustments, which our management considers necessary to present fairly our financial position as of March 31, 2018 , our results of operations for the three months ended March 31, 2018 and 2017 , and our cash flows for the three months ended March 31, 2018 and 2017 . We derived our consolidated balance sheet as of December 31, 2017 , from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . Our results of operations for the three months ended March 31, 2018 and 2017 should not be taken as indicative of the results to be expected for the full year due to fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . Effective January 1, 2018, we adopted the requirements of Accounting Standards Update 2014-09, or ASU 2014-09, Revenue from Contracts with Customers and Accounting Standards Update 2016-18, or ASU 2016-18, Statement of Cash Flows, Restricted Cash, as discussed in Note 2. Accounting Standards and Significant Accounting Policies . All amounts and disclosures set forth in this Form 10-Q have been updated to comply with the new standards. |
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 rate 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. |
Comparative Amounts | Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. |
Recently Adopted Accounting Pronouncements And Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements ASU No. 2016-18 In November 2016, the Financial Accounting Standards Board, or FASB, issued ASU No. 2016-18, which amends FASB Accounting Standards Codification, or 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. Effective January 1, 2018, we adopted ASU 2016-18 retrospectively. As a result of including restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the consolidated statements of cash flows, net cash flows for the three months ended March 31, 2017 increased by $5.5 million . ASU No. 2014-09 In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers, or ASC 606, which 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. Effective January 1, 2018, we adopted the requirements of ASC 606 using the full retrospective method. We applied the standard's right-to-invoice practical expedient on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. We revised our consolidated financial statements from amounts previously reported due to our adoption of ASC 606 as presented in the following discussion and tables: Terminalling Services Revenue and Deferred Revenue — Terminalling services revenue increased by $0.1 million for the three months ended March 31, 2017 , 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 terminal 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 terminal for periods up to six months following the month for which the minimum volume commitments were paid. Historically, breakage associated with these make-up rights options has approximated 100% . Breakage rates are regularly evaluated and modified as necessary to reflect our current expectations and experience. The balance of our deferred revenue at December 31, 2017 , decreased by $21.9 million due to our adoption of ASC 606. Pipeline Fees and Prepaid Expenses — Our “Pipeline fees” expense increased by $0.3 million for the three months ended March 31, 2017 . 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 concurrently recognized a proportionate amount of the prepaid pipeline fees as expense in connection with our adoption of ASC 606. The balance of prepaid expenses at December 31, 2017 , decreased by $6.4 million due to our adoption of ASC 606. Provision for Income Taxes and Non-current Deferred Income Tax Liability — Our provision for income taxes decreased by $0.1 million for the three months ended March 31, 2017 . The change in our provision for income taxes is attributable to the change in “Pipeline fees” in excess of the change in “Terminalling services revenue” associated with our adoption of ASC 606 as discussed above, which affected 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 , increased 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 resulted 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. We had no significant change in our “Other comprehensive income (loss) — foreign currency translation” for the three months ended March 31, 2017 . The balance of “Accumulated other comprehensive income” at December 31, 2017 , increased by $0.3 million due to our adoption of ASC 606. Cash Flows From Operating Activities — Our adoption of ASC 606 did not affect the amount we reported as Cash flows from operating activities, as our adoption of this standard did not affect our cash flow. However, the components that comprise “Net cash provided by operating activities” within our consolidated statements of cash flows changed to reflect the revised amounts presented in our consolidated statements of income and consolidated balance sheets as discussed above. Recent Accounting Pronouncements Not Yet Adopted Intangibles — Goodwill and Other In January 2017, the FASB issued Accounting Standards Update No. 2017-04, or ASU 2017-04, which amends 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. 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. |
ACCOUNTING STANDARDS AND SIGN28
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table shows the adjustments for our adoption of ASC 606 and the resulting balances for each affected line item in our consolidated statements of income for the period indicated: Three months ended March 31, 2017 As reported Adjustments As adjusted (in thousands) Revenues $ 27,752 $ 103 $ 27,855 Operating costs 18,516 303 18,819 Operating income 9,236 (200 ) 9,036 Other expense (income), net 5 (15 ) (10 ) Income before income taxes 6,383 (185 ) 6,198 Income taxes 1,185 (50 ) 1,135 Net income 5,198 (135 ) 5,063 The following table shows the adjustments for the adoption of ASC 606 and ASU 2016-18 and the resulting balance for each affected line item in our consolidated statements of cash flow for the period indicated: Three months ended March 31, 2017 As reported Adjustments As adjusted (in thousands) Net income $ 5,198 $ (135 ) $ 5,063 Deferred income taxes 58 (50 ) 8 Prepaid expenses and other assets 1,579 303 1,882 Deferred revenue and other liabilities (1,120 ) (118 ) (1,238 ) Net cash provided by operating activities 12,815 21 12,836 Effect of exchange rates on cash 105 44 149 Net change in cash and cash equivalents (7,521 ) 65 (7,456 ) Cash and cash equivalents — beginning of period 11,705 5,433 17,138 Cash and cash equivalents — end of period 4,184 5,498 9,682 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 for the period indicated: 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 22,011 (18,720 ) 3,291 Deferred revenue — related party 5,115 (3,129 ) 1,986 Deferred income tax liabilities, 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 Adjusted 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 PARTNE29
NET INCOME PER LIMITED PARTNER INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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: Three Months Ended March 31, 2018 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 5,095 $ 1,290 $ 14 $ 201 $ 6,600 Less: Distributable earnings (2) 8,089 1,544 14 257 9,904 Distributions in excess of earnings $ (2,994 ) $ (254 ) $ — $ (56 ) $ (3,304 ) Weighted average units outstanding (3) 20,597 5,348 61 461 26,467 Distributable earnings per unit (4) $ 0.39 $ 0.29 $ 0.23 Overdistributed earnings per unit (5) (0.15 ) (0.05 ) — Net income per limited partner unit (basic and diluted) $ 0.24 $ 0.24 $ 0.23 (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 $87 thousand attributed to the general partner for its incentive distribution rights (2) Represents the distributions payable for the period based upon the quarterly distribution amount of $0.3525 per unit, or $1.41 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $441 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. Three Months Ended March 31, 2017 Common Units Subordinated Units Class A General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 3,319 $ 1,603 $ 25 $ 116 $ 5,063 Less: Distributable earnings (2) 5,821 $ 2,209 33 178 8,241 Distributions in excess of earnings $ (2,502 ) $ (606 ) $ (8 ) $ (62 ) $ (3,178 ) Weighted average units outstanding (3) 15,225 7,441 118 461 23,245 Distributable earnings per unit (4) $ 0.38 $ 0.30 $ 0.28 Undistributed earnings per unit (5) (0.16 ) (0.08 ) (0.07 ) Net income per limited partner unit (basic and diluted) $ 0.22 $ 0.22 $ 0.21 (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 $15 thousand attributed to the general partner for its incentive distribution rights. (2) Represents the distributions paid for the period based upon the quarterly distribution of $0.335 per unit, or $1.34 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $397 thousand distributed 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 period. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the period. |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenues | Additionally, the below tables summarize the geographic data for our revenues: For the Three Months Ended March 31, 2018 U.S. Canada Total (in thousands) Revenues Third party $ 11,697 $ 12,127 $ 23,824 Related party $ 1,211 $ 4,698 $ 5,909 For the Three Months Ended March 31, 2017 U.S. Canada Total (in thousands) Revenues Third party $ 10,810 $ 14,135 $ 24,945 Related party $ 1,169 $ 1,741 $ 2,910 |
Schedule of remaining performance obligations | The transaction price allocated to the remaining performance obligations associated with our terminalling and fleet services agreements as of March 31, 2018 are as follows for the periods indicated: 2018 2019 2020 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 69,003 $ 57,898 $ 7,768 $ — $ 134,669 Fleet Services 772 1,030 1,030 2,324 5,156 Total $ 69,775 $ 58,928 $ 8,798 $ 2,324 $ 139,825 (1) The majority of our terminalling services agreements are denominated in Canadian dollars. We have converted the remaining performance obligations provided herein using the average monthly exchange rate of 0.7911 U.S. dollars per one Canadian dollar at March 31, 2018 . (2) Includes fixed monthly minimum commitment fees per contracts and excludes constrained variable consideration for rate-escalation associated with an index, such as the consumer price index, as well as any incremental revenue associated with volume activity above the minimum set within the contracts. |
Schedule of changes of balance of contract liabilities | The following table presents the changes associated with the balance of our contract liabilities for the three months ended March 31, 2018 : December 31, 2017 Cash Additions for Customer Prepayments Revenue Recognized March 31, 2018 (in thousands) Customer prepayments $ 3,291 $ 2,535 $ (3,291 ) $ 2,535 Customer prepayments — related party (1) $ 1,576 $ 1,534 $ (1,576 ) $ 1,534 (1) Includes contract liabilities associated with customer prepayments from related parties. Refer to Note 11. Transactions with Related Parties for additional discussion of deferred revenues associated with related parties. |
RESTRICTED CASH (Tables)
RESTRICTED CASH (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amounts shown in our consolidated statements of cash flows for the specified periods: March 31, 2018 2017 (in thousands) Cash and cash equivalents $ 6,359 $ 4,184 Restricted Cash 4,978 5,498 Total cash, cash equivalents and restricted cash $ 11,337 $ 9,682 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amounts shown in our consolidated statements of cash flows for the specified periods: March 31, 2018 2017 (in thousands) Cash and cash equivalents $ 6,359 $ 4,184 Restricted Cash 4,978 5,498 Total cash, cash equivalents and restricted cash $ 11,337 $ 9,682 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Our property and equipment consist of the following as of the dates indicated: March 31, 2018 December 31, 2017 Estimated Depreciable Lives (Years) (in thousands) Land $ 10,163 $ 10,245 N/A Trackage and facilities 126,573 128,568 10-30 Pipeline 16,336 16,336 20-25 Equipment 12,803 12,926 3-10 Furniture 66 67 5-10 Total property and equipment 165,941 168,142 Accumulated depreciation (23,972 ) (22,369 ) Construction in progress (1) 610 800 Property and equipment, net $ 142,579 $ 146,573 (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. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: March 31, 2018 December 31, 2017 (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 (29,881 ) (26,731 ) Other (25 ) (23 ) Total accumulated amortization (29,906 ) (26,754 ) Total intangible assets, net $ 96,160 $ 99,312 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Our long-term debt balances included the following components as of the specified dates: March 31, 2018 December 31, 2017 (in thousands) Revolving Credit Facility 203,000 202,000 Less: Deferred financing costs, net (1,158 ) (1,373 ) Total long-term debt, net $ 201,842 $ 200,627 |
Schedule of Line of Credit Facilities | We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates: March 31, 2018 December 31, 2017 (in millions) Aggregate borrowing capacity under Credit Agreement $ 400.0 $ 400.0 Less: Revolving Credit Facility amounts outstanding 203.0 202.0 Letters of credit outstanding — — Available under Credit Agreement (1) $ 197.0 $ 198.0 (1) Pursuant to the terms of our Credit Agreement, our borrowing capacity, currently, is limited to 4.5 times our trailing 12-month consolidated EBITDA. |
Schedule of Interest Expense, Net | Interest expense associated with our outstanding indebtedness was as follows for the specified periods: Three Months Ended March 31, 2018 2017 (in thousands) Interest expense on the Credit Agreement $ 2,270 $ 2,392 Amortization of deferred financing costs 215 215 Total interest expense $ 2,485 $ 2,607 |
NONCONSOLIDATED VARIABLE INTE35
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and December 31, 2017 , 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 revenue. March 31, 2018 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 16 $ — $ — Accounts payable — — — Deferred revenue, current portion — 20 — Deferred revenue, net of current portion — — — $ 16 $ 20 $ — 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 $ — |
TRANSACTIONS WITH RELATED PAR36
TRANSACTIONS WITH RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Deferred Revenue, Current Portion - Related Party | Our related party revenues from USDM are presented in the following table for the indicated periods: Three Months Ended March 31, 2018 2017 (in thousands) Terminalling services — related party $ 4,696 $ 1,740 Fleet leases — related party 984 890 Fleet services — related party 227 279 Freight and other reimbursables — related party 2 1 $ 5,909 $ 2,910 |
Distributions Made to General and Limited Partner, by Distribution | During the three months ended March 31, 2018 , we paid the following aggregate cash distributions to USDG as a holder of our common units and the sole owner of our subordinated units and to USD Partners GP LLC for their general partner interest and as the holder of our IDRs. Distribution Declaration Date Record Date Distribution Payment Date Amount Paid to USDG Amount Paid to USD Partners GP LLC (in thousands) February 1, 2018 February 12, 2018 February 16, 2018 $ 4,045 $ 238 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segment Data for Continuing Operations | The following tables summarize our reportable segment data: Three Months Ended March 31, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 21,663 $ — $ — $ 21,663 Terminalling services — related party 4,696 — — 4,696 Fleet leases — — — — Fleet leases — related party — 984 — 984 Fleet services — 344 — 344 Fleet services — related party — 227 — 227 Freight and other reimbursables 555 1,262 — 1,817 Freight and other reimbursables — related party 2 — — 2 Total revenues 26,916 2,817 — 29,733 Operating costs Subcontracted rail services 3,062 — — 3,062 Pipeline fees 5,724 — — 5,724 Fleet leases — 990 — 990 Freight and other reimbursables 557 1,262 — 1,819 Operating and maintenance 949 75 — 1,024 Selling, general and administrative 1,562 325 2,937 4,824 Depreciation and amortization 5,276 — — 5,276 Total operating costs 17,130 2,652 2,937 22,719 Operating income (loss) 9,786 165 (2,937 ) 7,014 Interest expense — — 2,485 2,485 Gain associated with derivative instruments — — (1,024 ) (1,024 ) Foreign currency transaction loss (gain) 31 (4 ) (238 ) (211 ) Other expense, net 71 — — 71 Provision for (benefit from) income taxes (935 ) 28 — (907 ) Net income (loss) $ 10,619 $ 141 $ (4,160 ) $ 6,600 Three Months Ended March 31, 2017 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 23,677 $ — $ — $ 23,677 Terminalling services — related party 1,740 — — 1,740 Fleet leases — 643 — 643 Fleet leases — related party — 890 — 890 Fleet services — 468 — 468 Fleet services — related party — 279 — 279 Freight and other reimbursables 21 136 — 157 Freight and other reimbursables — related party — 1 — 1 Total revenues 25,438 2,417 — 27,855 Operating costs Subcontracted rail services 2,013 — — 2,013 Pipeline fees 5,720 — — 5,720 Fleet leases — 1,533 — 1,533 Freight and other reimbursables 21 137 — 158 Operating and maintenance 611 96 — 707 Selling, general and administrative 1,215 296 2,236 3,747 Depreciation and amortization 4,941 — — 4,941 Total operating costs 14,521 2,062 2,236 18,819 Operating income (loss) 10,917 355 (2,236 ) 9,036 Interest expense 170 — 2,437 2,607 Loss associated with derivative instruments 211 — — 211 Foreign currency transaction loss — — 30 30 Other income, net (10 ) — — (10 ) Provision for income taxes 955 134 46 1,135 Net income (loss) $ 9,591 $ 221 $ (4,749 ) $ 5,063 |
Reconciliation of Adjusted EBITDA to Loss from Continuing Operations | The following table provides a reconciliation of Segment Adjusted EBITDA to “Net cash provided by operating activities:” Three Months Ended March 31, 2018 2017 (in thousands) Segment Adjusted EBITDA Terminalling services $ 15,011 $ 16,157 Fleet services 165 355 Corporate activities (1) (1,638 ) (1,438 ) Total Adjusted EBITDA 13,538 15,074 Add (deduct): Amortization of deferred financing costs 215 215 Deferred income taxes (1,290 ) 8 Changes in accounts receivable and other assets (7,277 ) 2,130 Changes in accounts payable and accrued expenses (1,265 ) 400 Changes in deferred revenue and other liabilities 5,499 (1,238 ) Interest expense, net (2,485 ) (2,603 ) Benefit from (provision for) income taxes 907 (1,135 ) Foreign currency transaction gain (loss) (2) 211 (30 ) Other income — 15 Non-cash contract asset (3) 51 — Net cash provided by operating activities $ 8,104 $ 12,836 (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 contract revenues associated with the recognition of our contract assets. Refer to Note 4. Revenues — Contract Assets for more information. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between income tax expense based on the U.S. federal statutory income tax rate and our effective income tax expense is presented below: Three Months Ended March 31, 2018 2017 (in thousands) Income tax expense at the U.S. federal statutory rate $ 1,195 21 % $ 2,108 34 % Amount attributable to partnership not subject to income tax (1,992 ) (35 )% (841 ) (14 )% Foreign income tax rate differential (198 ) (3 )% (193 ) (3 )% Other 8 — % (1 ) — % State income tax expense (1) 10 — % 59 1 % Change in valuation allowance 70 1 % 3 — % Provision for (benefit from) income taxes $ (907 ) (16 )% $ 1,135 18 % (1) Net of the federal income tax expense or benefit for the deduction associated with state income taxes. |
Schedule of Components of Income Tax Expense (Benefit) | We determined our first quarter 2018 income tax expense using an estimated annual effective income tax rate on a consolidated basis for fiscal year 2018 . This rate incorporates the applicable rates of the various domestic and foreign tax jurisdictions to which we are subject. Three Months Ended March 31, 2018 2017 (in thousands) Current income tax expense: U.S. federal income tax $ — $ 98 U.S. federal operating loss carryforward — (98 ) State income tax expense 10 63 Canadian federal and provincial income taxes expense 373 1,064 Total current income tax expense 383 1,127 Deferred income tax expense (benefit): U.S. federal income tax expense 16 121 Canadian federal and provincial income taxes benefit (1,306 ) (113 ) Total change in deferred income tax expense (benefit) (1,290 ) 8 Provision for (benefit from) income taxes $ (907 ) $ 1,135 |
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: March 31, 2018 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ 16 $ — $ 16 Prepaid expenses — — — Capital loss carryforwards — 469 469 Operating loss carryforwards 54 — 54 Deferred income tax liabilities Unbilled revenue — (458 ) (458 ) Deferred revenues — (2,381 ) (2,381 ) Property and equipment — (266 ) (266 ) Valuation allowance (70 ) (469 ) (539 ) Deferred income tax liabilities, net $ — $ (3,105 ) $ (3,105 ) December 31, 2017 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ 16 $ — $ 16 Prepaid expenses — 1,731 1,731 Capital loss carryforwards — 469 469 Deferred income tax liabilities Unbilled revenue — (284 ) (284 ) Deferred revenues — (5,607 ) (5,607 ) Property and equipment — (346 ) (346 ) Valuation allowance — (469 ) (469 ) Deferred income tax liabilities, net $ 16 $ (4,506 ) $ (4,490 ) |
DERIVATIVE FINANCIAL INSTRUME39
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Positions Included in the Consolidated Balance Sheets at Fair Value | We record 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: March 31, 2018 December 31, 2017 (in thousands) Other current assets $ 1,245 $ 183 |
Schedule of Gain (Loss) on Derivative Instruments | In connection with our derivative activities, we recognized the following amounts during the periods presented: Three Months Ended March 31, 2018 2017 (in thousands) Loss (gain) associated with derivative instruments $ (1,024 ) $ 211 |
Schedule of Derivative Instruments | The following table presents summarized information about the fair values of our outstanding interest rate contract for the periods indicated: At March 31, 2018 At December 31, 2017 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Collar Agreements Maturing in 2022 Ceiling $ 100,000,000 2.5 % $ 1,758 $ 938 Floor $ 100,000,000 1.7 % (513 ) (755 ) Total $ 1,245 $ 183 |
Offsetting Assets | The effect of the rights of offset are presented in the tables below as of the date indicated. March 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 1,758 $ — $ — $ — $ 1,758 Effects of netting arrangements — — (513 ) — $ (513 ) Fair value of derivatives — net presentation $ 1,758 $ — $ (513 ) $ — $ 1,245 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 |
Offsetting Liabilities | The effect of the rights of offset are presented in the tables below as of the date indicated. March 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 1,758 $ — $ — $ — $ 1,758 Effects of netting arrangements — — (513 ) — $ (513 ) Fair value of derivatives — net presentation $ 1,758 $ — $ (513 ) $ — $ 1,245 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 |
UNIT BASED COMPENSATION (Tables
UNIT BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Selling General And Administrative Expense | We recognized compensation expense in “Selling, general and administrative” with regard to our Class A units for the following amounts during the periods presented: Three Months Ended March 31, 2018 2017 (in thousands) Selling, general and administrative $ 70 $ 116 |
Schedule of Share-based Compensation, Activity | The following tables present the award activity for our Equity-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2017 24,999 1,111,849 $ 10.90 Granted 34,611 480,839 $ 11.55 Vested (24,999 ) (336,571 ) $ 10.86 Forfeited — (27,567 ) $ 11.22 Phantom Unit awards at March 31, 2018 34,611 1,228,550 $ 11.17 Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2016 64,830 730,808 $ 8.51 Granted 24,999 639,955 $ 12.80 Vested (64,830 ) (204,157 ) $ 8.47 Forfeited — — $ — Phantom Unit awards at March 31, 2017 24,999 1,166,606 $ 10.91 The following tables present the award activity for our Liability-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2017 8,333 27,794 $ 11.29 Granted 11,348 20,142 $ 11.55 Vested (8,333 ) — $ 12.80 Phantom Unit awards at March 31, 2018 11,348 47,936 $ 12.13 Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2016 21,610 21,615 $ 7.70 Granted 8,333 19,812 $ 12.80 Vested (21,610 ) — $ 6.39 Phantom Unit awards at March 31, 2017 8,333 41,427 $ 11.15 |
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: Three Months Ended March 31, 2018 2017 (in thousands) Equity-classified Phantom Units (1) $ 388 $ 263 Liability-classified Phantom Units 13 14 Total $ 401 $ 277 (1) We reclassified $45 thousand for the three months ended March 31, 2018 to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. We had no forfeitures for the three months ended March 31, 2017 . |
Class A Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Class A Units Outstanding | The following table presents the activity associated with our Class A units for the specified periods: Three Months Ended March 31, 2018 2017 Class A units outstanding at beginning of period 82,500 138,750 Vested (38,750 ) (46,250 ) Forfeited (5,000 ) — Class A units outstanding at end of period 38,750 92,500 |
SUPPLEMENTAL CASH FLOW INFORM41
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Disclosures | The following table provides supplemental cash flow information for the periods indicated: Three Months Ended March 31, 2018 2017 (in thousands) Cash paid for income taxes $ 182 $ 616 Cash paid for interest $ 2,291 $ 2,362 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: Three Months Ended March 31, 2018 2017 (in thousands) Loss associated with disposal of assets $ 71 $ 9 Amortization of deferred financing costs 215 215 Deferred income taxes (1,290 ) 8 $ (1,004 ) $ 232 |
ACCOUNTING STANDARDS AND SIGN42
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net change in cash, cash equivalents and restricted cash | $ (2,451) | $ (7,456) | |
Pipeline fees | 5,724 | 5,720 | |
Income taxes | (907) | 1,135 | |
Deferred income tax liabilities, net | 3,105 | $ 4,490 | |
Other comprehensive income (loss) — foreign currency translation | (1,790) | 386 | |
Accumulated other comprehensive income | 130 | 1,920 | |
Terminalling services | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | $ 21,663 | 23,677 | |
Adjustments | ASU 2016-18 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net change in cash, cash equivalents and restricted cash | 5,500 | ||
Adjustments | Topic 606 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net change in cash, cash equivalents and restricted cash | 65 | ||
Deferred revenue, including from related party | (21,900) | ||
Pipeline fees | 300 | ||
Prepaid expense | (6,400) | ||
Income taxes | (50) | ||
Deferred income tax liabilities, net | 3,876 | ||
Other comprehensive income (loss) — foreign currency translation | 0 | ||
Accumulated other comprehensive income | $ 300 | ||
Adjustments | Topic 606 | Terminalling services | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | $ 100 |
ACCOUNTING STANDARDS AND SIGN43
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption on Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Revenues | $ 29,733 | $ 27,855 |
Operating costs | 22,719 | 18,819 |
Operating income | 7,014 | 9,036 |
Other expense (income), net | 71 | (10) |
Income before income taxes | 5,693 | 6,198 |
Income taxes | (907) | 1,135 |
Net income | $ 6,600 | 5,063 |
As reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Revenues | 27,752 | |
Operating costs | 18,516 | |
Operating income | 9,236 | |
Other expense (income), net | 5 | |
Income before income taxes | 6,383 | |
Income taxes | 1,185 | |
Net income | 5,198 | |
Adjustments | Topic 606 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Revenues | 103 | |
Operating costs | 303 | |
Operating income | (200) | |
Other expense (income), net | (15) | |
Income before income taxes | (185) | |
Income taxes | (50) | |
Net income | $ (135) |
ACCOUNTING STANDARDS AND SIGN44
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption On Cash Flow Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net income | $ 6,600 | $ 5,063 |
Deferred income taxes | (1,290) | 8 |
Prepaid expenses and other assets | (161) | 1,882 |
Deferred revenue and other liabilities | 5,499 | (1,238) |
Net cash provided by operating activities | 8,104 | 12,836 |
Effect of exchange rates on cash | (678) | 149 |
Net change in cash and cash equivalents | (2,451) | (7,456) |
Cash, cash equivalents and restricted cash — beginning of period | 13,788 | 17,138 |
Cash, cash equivalents and restricted cash — end of period | $ 11,337 | 9,682 |
As reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net income | 5,198 | |
Deferred income taxes | 58 | |
Prepaid expenses and other assets | 1,579 | |
Deferred revenue and other liabilities | (1,120) | |
Net cash provided by operating activities | 12,815 | |
Effect of exchange rates on cash | 105 | |
Net change in cash and cash equivalents | (7,521) | |
Cash, cash equivalents and restricted cash — beginning of period | 11,705 | |
Cash, cash equivalents and restricted cash — end of period | 4,184 | |
Adjustments | Topic 606 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net income | (135) | |
Deferred income taxes | (50) | |
Prepaid expenses and other assets | 303 | |
Deferred revenue and other liabilities | (118) | |
Net cash provided by operating activities | 21 | |
Effect of exchange rates on cash | 44 | |
Net change in cash and cash equivalents | 65 | |
Cash, cash equivalents and restricted cash — beginning of period | 5,433 | |
Cash, cash equivalents and restricted cash — end of period | $ 5,498 |
ACCOUNTING STANDARDS AND SIGN45
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES - Effect of Topic 606 Adoption On Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Accounts receivable, net | $ 12,491 | $ 4,171 |
Prepaid expenses | 2,545 | |
Liabilities: | ||
Deferred revenue | 2,535 | 3,291 |
Deferred revenue — related party | 1,944 | 1,986 |
Deferred income tax liabilities, net | $ 3,105 | 4,490 |
As reported | ||
Assets: | ||
Accounts receivable, net | 4,137 | |
Prepaid expenses | 8,957 | |
Liabilities: | ||
Deferred revenue | 22,011 | |
Deferred revenue — related party | 5,115 | |
Deferred income tax liabilities, net | 614 | |
Adjustments | Topic 606 | ||
Assets: | ||
Accounts receivable, net | 34 | |
Prepaid expenses | (6,412) | |
Liabilities: | ||
Deferred revenue | (18,720) | |
Deferred revenue — related party | (3,129) | |
Deferred income tax liabilities, net | $ 3,876 |
ACCOUNTING STANDARDS AND SIGN46
ACCOUNTING STANDARDS AND SIGNIFICANT ACCOUNTING POLICIES - Effect on Partners' Capital (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | $ 79,853 | $ 84,890 | $ 55,770 | $ 58,526 |
General Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 136 | 178 | 315 | 356 |
Common Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 116,066 | 136,586 | 107,902 | 128,890 |
Class A Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 850 | 1,468 | 1,417 | 1,929 |
Subordinated Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | $ (37,329) | $ (55,262) | $ (52,545) | (70,944) |
Accumulated other comprehensive income (loss) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | (1,705) | |||
Amount As reported | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 46,818 | |||
Amount As reported | General Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 111 | |||
Amount As reported | Common Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 122,802 | |||
Amount As reported | Class A Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 1,811 | |||
Amount As reported | Subordinated Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | (76,749) | |||
Amount As reported | Accumulated other comprehensive income (loss) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | (1,157) | |||
Cumulative Effect | Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 11,708 | |||
Cumulative Effect | Topic 606 | General Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 245 | |||
Cumulative Effect | Topic 606 | Common Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 6,088 | |||
Cumulative Effect | Topic 606 | Class A Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 118 | |||
Cumulative Effect | Topic 606 | Subordinated Units | Limited Partner | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | 5,805 | |||
Cumulative Effect | Topic 606 | Accumulated other comprehensive income (loss) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total partners’ capital | $ (548) |
NET INCOME PER LIMITED PARTNE47
NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Distribution Method to Limited and General Partners (Details) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
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 (USD per share) | $ 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 | Minimum | |
Distribution Made to Limited Partner [Line Items] | |
Portion of quarterly distribution per unit (USD per share) | $ 0.2875 |
First Target Distribution | Maximum | |
Distribution Made to Limited Partner [Line Items] | |
Portion of quarterly distribution per unit (USD per share) | $ 0.330625 |
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 | Minimum | |
Distribution Made to Limited Partner [Line Items] | |
Portion of quarterly distribution per unit (USD per share) | $ 0.330625 |
Second Target Distribution | Maximum | |
Distribution Made to Limited Partner [Line Items] | |
Portion of quarterly distribution per unit (USD per share) | $ 0.359375 |
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 | Minimum | |
Distribution Made to Limited Partner [Line Items] | |
Portion of quarterly distribution per unit (USD per share) | $ 0.359375 |
Third Target Distribution | Maximum | |
Distribution Made to Limited Partner [Line Items] | |
Portion of quarterly distribution per unit (USD per share) | $ 0.431250 |
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 (USD per share) | $ 0.431250 |
General Partner | USD Partners GP LLC | |
Distribution Made to Limited Partner [Line Items] | |
General partner interest (as percent) | 2.00% |
NET INCOME PER LIMITED PARTNE48
NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Limited Partners' Capital Account [Line Items] | ||
Net income attributable to general and limited partner interests in USD Partners LP | $ 6,600 | $ 5,063 |
Less: Distributable earnings | 9,904 | 8,241 |
Distributions in excess of earnings | $ (3,304) | $ (3,178) |
Weighted average units outstanding (in shares) | 26,467 | 23,245 |
Partners share targeted year-to-date distribution amount (USD per share) | $ 0.3525 | $ 0.335 |
Partners' annual distribution amount per share (USD per share) | 1.41 | |
Targeted annual distribution amount (USD per share) | $ 1.15 | $ 1.34 |
Phantom Share Units (PSUs) | ||
Limited Partners' Capital Account [Line Items] | ||
Equity-classified phantom units | $ 397 | |
Distributable amount | $ 441 | |
Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Weighted average units outstanding (in shares) | 20,597 | 15,225 |
Subordinated Units | ||
Limited Partners' Capital Account [Line Items] | ||
Weighted average units outstanding (in shares) | 5,348 | 7,441 |
Limited Partner | Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Net income attributable to general and limited partner interests in USD Partners LP | $ 5,095 | $ 3,319 |
Less: Distributable earnings | 8,089 | 5,821 |
Distributions in excess of earnings | $ (2,994) | $ (2,502) |
Weighted average units outstanding (in shares) | 20,597 | 15,225 |
Distributable earnings per unit (USD per share) | $ 0.39 | $ 0.38 |
Overdistributed earnings per unit (USD per share) | (0.15) | (0.16) |
Net income per limited partner unit (basic and diluted) (USD per share) | $ 0.24 | $ 0.22 |
Equity-classified phantom units | $ 7,126 | $ 4,842 |
Limited Partner | Subordinated Units | ||
Limited Partners' Capital Account [Line Items] | ||
Net income attributable to general and limited partner interests in USD Partners LP | 1,290 | 1,603 |
Less: Distributable earnings | 1,544 | 2,209 |
Distributions in excess of earnings | $ (254) | $ (606) |
Distributable earnings per unit (USD per share) | $ 0.29 | $ 0.30 |
Overdistributed earnings per unit (USD per share) | (0.05) | (0.08) |
Net income per limited partner unit (basic and diluted) (USD per share) | $ 0.24 | $ 0.22 |
Equity-classified phantom units | $ 2,291 | $ 2,857 |
Limited Partner | Class A Units | ||
Limited Partners' Capital Account [Line Items] | ||
Net income attributable to general and limited partner interests in USD Partners LP | 14 | 25 |
Less: Distributable earnings | 14 | 33 |
Distributions in excess of earnings | $ 0 | $ (8) |
Weighted average units outstanding (in shares) | 61 | 118 |
Distributable earnings per unit (USD per share) | $ 0.23 | $ 0.28 |
Overdistributed earnings per unit (USD per share) | 0 | (0.07) |
Net income per limited partner unit (basic and diluted) (USD per share) | $ 0.23 | $ 0.21 |
Equity-classified phantom units | $ 28 | $ 47 |
General Partner | ||
Limited Partners' Capital Account [Line Items] | ||
Net income attributable to general and limited partner interests in USD Partners LP | 201 | 116 |
Less: Distributable earnings | 257 | 178 |
Distributions in excess of earnings | $ (56) | $ (62) |
Weighted average units outstanding (in shares) | 461 | 461 |
Equity-classified phantom units | $ 244 | $ 157 |
General Partner | Incentive Distribution Rights | ||
Limited Partners' Capital Account [Line Items] | ||
Equity-classified phantom units | $ 87 | $ 15 |
REVENUES (Details)
REVENUES (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018CAD ($)segment$ / railcar | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Make up rights expiration term | 6 months | ||
Breakage rate (percent) | 100.00% | ||
Collaborative arrangement average incentive payment amount per unit (in CAD per railcar) | $ / railcar | 100 | ||
Collaborative arrangement maximum contingent payments amount | $ 12,500,000 | ||
Contract with customer, asset | $ 86 | $ 34 | |
Liability from contracts with customers | 2,500 | 3,300 | |
Related party | |||
Disaggregation of Revenue [Line Items] | |||
Liability from contracts with customers | 1,500 | 1,600 | |
Related party | Fleet Leases | |||
Disaggregation of Revenue [Line Items] | |||
Liability from contracts with customers | $ 400 | $ 400 |
REVENUES - Schedule of Geograph
REVENUES - Schedule of Geographic Data of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 23,824 | $ 24,945 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 11,697 | 10,810 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,127 | 14,135 |
Related party | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,909 | 2,910 |
Related party | U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,211 | 1,169 |
Related party | Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 4,698 | $ 1,741 |
REVENUES - Schedule of Remainin
REVENUES - Schedule of Remaining Performance Obligation (Details) $ in Thousands | Mar. 31, 2018USD ($)$ / $ |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 69,775 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 58,928 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 8,798 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 2,324 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 139,825 |
Exchange Rate (USD per CAD) | $ / $ | 0.7911 |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 69,003 |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 57,898 |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 7,768 |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 0 |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 134,669 |
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 772 |
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 1,030 |
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 1,030 |
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 2,324 |
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 5,156 |
REVENUES - Schedule of Change i
REVENUES - Schedule of Change in Customer Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Change In Contract With Customer Liability [Roll Forward] | |
December 31, 2017 | $ 3,291 |
Cash Additions for Customer Prepayments | 2,535 |
Revenue Recognized | (3,291) |
March 31, 2018 | 2,535 |
Related party | |
Change In Contract With Customer Liability [Roll Forward] | |
December 31, 2017 | 1,576 |
Cash Additions for Customer Prepayments | 1,534 |
Revenue Recognized | (1,576) |
March 31, 2018 | $ 1,534 |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 6,359 | $ 7,874 | $ 4,184 | |
Restricted Cash | 4,978 | 5,914 | 5,498 | |
Total cash, cash equivalents and restricted cash | $ 11,337 | $ 13,788 | $ 9,682 | $ 17,138 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 165,941 | $ 168,142 |
Accumulated depreciation | (23,972) | (22,369) |
Construction in progress | 610 | 800 |
Property and equipment, net | 142,579 | 146,573 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 10,163 | 10,245 |
Trackage and facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 126,573 | 128,568 |
Trackage and facilities | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 10 years | |
Trackage and facilities | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 30 years | |
Pipeline | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 16,336 | 16,336 |
Pipeline | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 20 years | |
Pipeline | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 25 years | |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12,803 | 12,926 |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 3 years | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 10 years | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 66 | $ 67 |
Furniture | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 5 years | |
Furniture | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, useful life | 10 years |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 2.1 | $ 1.8 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount: | $ 126,066 | $ 126,066 |
Accumulated amortization: | (29,906) | (26,754) |
Total intangible assets, net | 96,160 | 99,312 |
Customer service agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount: | 125,960 | 125,960 |
Accumulated amortization: | (29,881) | (26,731) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount: | 106 | 106 |
Accumulated amortization: | $ (25) | $ (23) |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 3.2 | $ 3.2 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - Credit Facility - Secured Debt - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 400,000,000 | $ 400,000,000 |
Term of agreement | 5 years | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 300,000,000 | |
Line of credit facility, accordion feature, increase limit | 100,000,000 | |
Line of credit facility, accordion feature, higher borrowing capacity option | $ 500,000,000 | |
Average interest rate | 4.10% | 4.00% |
Commitment fee percentage | 0.50% | |
Term Loan Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 | |
Standby Letters of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 20,000,000 | |
Swingline Sub-facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 20,000,000 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 201,842 | $ 200,627 |
Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Less: Deferred financing costs, net | (1,158) | (1,373) |
Revolving Credit Facility | Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Facility amounts outstanding | $ 203,000 | $ 202,000 |
DEBT - Schedule of Line of Cred
DEBT - Schedule of Line of Credit Facilities (Details) - Secured Debt - Credit Facility | 3 Months Ended | |
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | ||
Aggregate borrowing capacity under Credit Agreement | $ 400,000,000 | $ 400,000,000 |
Available under Credit Agreement | $ 197,000,000 | 198,000,000 |
Borrowing capacity limit multiple of EBITDA | 4.5 | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Aggregate borrowing capacity under Credit Agreement | $ 300,000,000 | |
Term Loan Facility amounts outstanding | 203,000,000 | 202,000,000 |
Letters of Credit | ||
Line of Credit Facility [Line Items] | ||
Term Loan Facility amounts outstanding | $ 0 | $ 0 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Interest expense on the Credit Agreement | $ 2,270 | $ 2,392 |
Amortization of deferred financing costs | 215 | 215 |
Total interest expense | $ 2,485 | $ 2,607 |
COLLABORATIVE ARRANGEMENT - Nar
COLLABORATIVE ARRANGEMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Pipeline fees | $ 5,724 | $ 5,720 |
NONCONSOLIDATED VARIABLE INTE63
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Details) - Variable Interest Entity, Not Primary Beneficiary $ in Thousands | Mar. 31, 2018USD ($)railcar | Dec. 31, 2017USD ($) |
Variable Interest Entity [Line Items] | ||
Total assets | $ 16 | $ 30 |
Total liabilities | 20 | 284 |
Maximum exposure to loss | $ 0 | 0 |
Number of railcars with payment and performance obligations | railcar | 2,283 | |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total assets | $ 16 | 30 |
Total liabilities | 0 | 0 |
Maximum exposure to loss | 0 | 0 |
Accounts payable | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 0 |
Maximum exposure to loss | 0 | 0 |
Deferred revenue, current portion | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 20 | 284 |
Maximum exposure to loss | 0 | 0 |
Deferred revenue, net of current portion | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 0 | 0 |
Maximum exposure to loss | $ 0 | $ 0 |
TRANSACTIONS WITH RELATED PAR64
TRANSACTIONS WITH RELATED PARTIES - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Selling, general and administrative costs | $ 2,994,000 | $ 2,315,000 | ||
Accounts payable and accrued expenses — related party | 345,000 | $ 244,000 | ||
Accounts receivable — related party | 2,000 | 410,000 | ||
Deferred revenue, current portion | 2,535,000 | 3,291,000 | ||
Leases receivable, related parties | $ 233,000 | 253,000 | ||
USDG | Limited Partner | ||||
Related Party Transaction [Line Items] | ||||
Limited partner interest, percentage | 43.40% | |||
USD Partners GP LLC | General Partner | ||||
Related Party Transaction [Line Items] | ||||
General partner interest (as percent) | 1.70% | |||
Stroud Terminal | ||||
Related Party Transaction [Line Items] | ||||
Percentage of control of terminal capacity | 25.00% | |||
Minimum monthly commitment fees | Terminalling and Fleets Services Agreements | ||||
Related Party Transaction [Line Items] | ||||
Deferred revenue, current portion | $ 1,900,000 | 2,000,000 | ||
USDG | Omnibus Agreement | Limited Partner | ||||
Related Party Transaction [Line Items] | ||||
Selling, general and administrative costs | 1,800,000 | $ 1,400,000 | ||
Accounts payable and accrued expenses — related party | 300,000 | 200,000 | ||
USD Marketing | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable — related party | $ 0 | $ 400,000 | ||
General Partner | ||||
Related Party Transaction [Line Items] | ||||
Partners' capital account (in units) | 461,136 | 461,136 | 461,136 | 461,136 |
General Partner | USD Partners GP LLC | ||||
Related Party Transaction [Line Items] | ||||
Partners' capital account (in units) | 461,136 | |||
General partner interest (as percent) | 2.00% | |||
Common Units | Limited Partner | ||||
Related Party Transaction [Line Items] | ||||
Partners' capital account (in units) | 21,914,224 | 16,537,498 | 19,537,971 | 14,185,599 |
Common Units | Limited Partner | USDG | ||||
Related Party Transaction [Line Items] | ||||
Partners' capital account (in units) | 7,371,672 | |||
Subordinated Units | Limited Partner | ||||
Related Party Transaction [Line Items] | ||||
Partners' capital account (in units) | 4,185,418 | 6,278,127 | 6,278,127 | 8,370,836 |
Subordinated Units | Limited Partner | USDG | ||||
Related Party Transaction [Line Items] | ||||
Partners' capital account (in units) | 4,185,418 |
TRANSACTIONS WITH RELATED PAR65
TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) - USD Marketing - Related party - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Related party | $ 5,909 | $ 2,910 |
Terminalling services — related party | ||
Related Party Transaction [Line Items] | ||
Related party | 4,696 | 1,740 |
Fleet leases — related party | ||
Related Party Transaction [Line Items] | ||
Related party | 984 | 890 |
Fleet services — related party | ||
Related Party Transaction [Line Items] | ||
Related party | 227 | 279 |
Freight and other reimbursables — related party | ||
Related Party Transaction [Line Items] | ||
Related party | $ 2 | $ 1 |
TRANSACTIONS WITH RELATED PAR66
TRANSACTIONS WITH RELATED PARTIES - Schedule of Cash Distributions (Details) $ in Thousands | Feb. 16, 2018USD ($) |
USDG | |
Related Party Transaction [Line Items] | |
Amount Paid to USDG | $ 4,045 |
USD Group LLC | |
Related Party Transaction [Line Items] | |
Amount Paid to USD Partners GP LLC | $ 238 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Summary of
SEGMENT REPORTING - Summary of Reportable Segment Data for Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | ||
Fleet leases | $ 0 | $ 643 |
Freight and other reimbursables | 1,817 | 157 |
Total revenues | 29,733 | 27,855 |
Operating costs | ||
Subcontracted rail services | 3,062 | 2,013 |
Pipeline fees | 5,724 | 5,720 |
Fleet leases | 990 | 1,533 |
Freight and other reimbursables | 1,819 | 158 |
Operating and maintenance | 1,024 | 707 |
Selling, general and administrative | 4,824 | 3,747 |
Depreciation and amortization | 5,276 | 4,941 |
Total operating costs | 22,719 | 18,819 |
Operating income | 7,014 | 9,036 |
Interest expense | 2,485 | 2,607 |
Loss (gain) associated with derivative instruments | (1,024) | 211 |
Foreign currency transaction loss (gain) | (211) | 30 |
Other expense (income), net | 71 | (10) |
Provision for income taxes | (907) | 1,135 |
Net income | 6,600 | 5,063 |
Related party | ||
Revenues | ||
Fleet leases | 984 | 890 |
Freight and other reimbursables | 2 | 1 |
Terminalling services | ||
Revenues | ||
Terminalling/Fleet services | 21,663 | 23,677 |
Terminalling services | Related party | ||
Revenues | ||
Terminalling/Fleet services | 4,696 | 1,740 |
Fleet services | ||
Revenues | ||
Terminalling/Fleet services | 344 | 468 |
Fleet services | Related party | ||
Revenues | ||
Terminalling/Fleet services | 227 | 279 |
Operating Segments | ||
Operating costs | ||
Fleet leases | 0 | |
Operating Segments | Terminalling services | ||
Revenues | ||
Terminalling/Fleet services | 21,663 | 23,677 |
Fleet leases | 0 | 0 |
Freight and other reimbursables | 555 | 21 |
Total revenues | 26,916 | 25,438 |
Operating costs | ||
Subcontracted rail services | 3,062 | 2,013 |
Pipeline fees | 5,724 | 5,720 |
Fleet leases | 0 | |
Freight and other reimbursables | 557 | 21 |
Operating and maintenance | 949 | 611 |
Selling, general and administrative | 1,562 | 1,215 |
Depreciation and amortization | 5,276 | 4,941 |
Total operating costs | 17,130 | 14,521 |
Operating income | 9,786 | 10,917 |
Interest expense | 0 | 170 |
Loss (gain) associated with derivative instruments | 0 | 211 |
Foreign currency transaction loss (gain) | 31 | 0 |
Other expense (income), net | 71 | (10) |
Provision for income taxes | (935) | 955 |
Net income | 10,619 | 9,591 |
Operating Segments | Terminalling services | Related party | ||
Revenues | ||
Terminalling/Fleet services | 4,696 | 1,740 |
Fleet leases | 0 | 0 |
Freight and other reimbursables | 2 | 0 |
Operating Segments | Fleet services | ||
Revenues | ||
Terminalling/Fleet services | 344 | 468 |
Fleet leases | 0 | 643 |
Freight and other reimbursables | 1,262 | 136 |
Total revenues | 2,817 | 2,417 |
Operating costs | ||
Subcontracted rail services | 0 | 0 |
Pipeline fees | 0 | 0 |
Fleet leases | 990 | 1,533 |
Freight and other reimbursables | 1,262 | 137 |
Operating and maintenance | 75 | 96 |
Selling, general and administrative | 325 | 296 |
Depreciation and amortization | 0 | 0 |
Total operating costs | 2,652 | 2,062 |
Operating income | 165 | 355 |
Interest expense | 0 | 0 |
Loss (gain) associated with derivative instruments | 0 | 0 |
Foreign currency transaction loss (gain) | (4) | 0 |
Other expense (income), net | 0 | 0 |
Provision for income taxes | 28 | 134 |
Net income | 141 | 221 |
Operating Segments | Fleet services | Related party | ||
Revenues | ||
Terminalling/Fleet services | 227 | 279 |
Fleet leases | 984 | 890 |
Freight and other reimbursables | 0 | 1 |
Corporate | ||
Revenues | ||
Terminalling/Fleet services | 0 | 0 |
Fleet leases | 0 | 0 |
Freight and other reimbursables | 0 | 0 |
Total revenues | 0 | 0 |
Operating costs | ||
Subcontracted rail services | 0 | 0 |
Pipeline fees | 0 | 0 |
Fleet leases | 0 | 0 |
Freight and other reimbursables | 0 | 0 |
Operating and maintenance | 0 | 0 |
Selling, general and administrative | 2,937 | 2,236 |
Depreciation and amortization | 0 | 0 |
Total operating costs | 2,937 | 2,236 |
Operating income | (2,937) | (2,236) |
Interest expense | 2,485 | 2,437 |
Loss (gain) associated with derivative instruments | (1,024) | 0 |
Foreign currency transaction loss (gain) | (238) | 30 |
Other expense (income), net | 0 | 0 |
Provision for income taxes | 0 | 46 |
Net income | (4,160) | (4,749) |
Corporate | Related party | ||
Revenues | ||
Terminalling/Fleet services | 0 | 0 |
Fleet leases | 0 | 0 |
Freight and other reimbursables | $ 0 | $ 0 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Loss from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Adjusted EBITDA | ||
Services Adjusted EBITDA | $ 13,538 | $ 15,074 |
Add (deduct): | ||
Amortization of deferred financing costs | 215 | 215 |
Deferred income taxes | (1,290) | 8 |
Changes in accounts receivable and other assets | (7,277) | 2,130 |
Changes in accounts payable and accrued expenses | (1,265) | 400 |
Changes in deferred revenue and other liabilities | 5,499 | (1,238) |
Interest expense, net | (2,485) | (2,603) |
Benefit from (provision for) income taxes | 907 | (1,135) |
Foreign currency transaction gain (loss) | 211 | (30) |
Other income | 0 | 15 |
Non-cash contract asset | 51 | 0 |
Net cash provided by operating activities | 8,104 | 12,836 |
Operating Segments | Terminalling services | ||
Segment Adjusted EBITDA | ||
Services Adjusted EBITDA | 15,011 | 16,157 |
Add (deduct): | ||
Benefit from (provision for) income taxes | 935 | (955) |
Foreign currency transaction gain (loss) | (31) | 0 |
Operating Segments | Fleet services | ||
Segment Adjusted EBITDA | ||
Services Adjusted EBITDA | 165 | 355 |
Add (deduct): | ||
Benefit from (provision for) income taxes | (28) | (134) |
Foreign currency transaction gain (loss) | 4 | 0 |
Corporate | ||
Segment Adjusted EBITDA | ||
Services Adjusted EBITDA | (1,638) | (1,438) |
Add (deduct): | ||
Benefit from (provision for) income taxes | 0 | (46) |
Foreign currency transaction gain (loss) | $ 238 | $ (30) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2018CAD ($)subsidiary | Mar. 31, 2018USD ($)subsidiary | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Operating Loss Carryforwards [Line Items] | ||||
Number of subsidiaries taxable as a corporation | subsidiary | 1 | 1 | ||
Income (loss) | $ 5,693,000 | $ 6,198,000 | ||
Effective income tax rate | (16.00%) | (16.00%) | 18.00% | |
Prior year income tax recovery | $ (1.2) | $ (900,000) | ||
Canada | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 4,500,000 | $ 4,600,000 | ||
Unrecognized tax benefits subject to expiration | $ 1,100,000 | |||
Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate | 21.00% | 21.00% | 34.00% | |
Canada Revenue Agency | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal and provincial income tax rate (as percent) | 27.00% | 27.00% | 27.00% | |
Subsidiaries | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income (loss) | $ (300,000) | $ 300,000 | ||
Subsidiaries | U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 300,000 | $ 0 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Amount | ||
Income tax expense at the U.S. federal statutory rate | $ 1,195 | $ 2,108 |
Amount attributable to partnership not subject to income tax | (1,992) | (841) |
Foreign income tax rate differential | (198) | (193) |
Other | 8 | (1) |
State income tax expense | 10 | 59 |
Change in valuation allowance | 70 | 3 |
Provision for (benefit from) income taxes | $ (907) | $ 1,135 |
Percent | ||
Income tax expense at the U.S. federal statutory rate | 21.00% | 34.00% |
Amount attributable to partnership not subject to income tax | (35.00%) | (14.00%) |
Foreign income tax rate differential | (3.00%) | (3.00%) |
Other | 0.00% | 0.00% |
State income tax expense | 0.00% | 1.00% |
Change in valuation allowance | 1.00% | 0.00% |
Provision for (benefit from) income taxes | (16.00%) | 18.00% |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Current income tax expense: | ||
U.S. federal income tax | $ 0 | $ 98 |
U.S. federal operating loss carryforward | 0 | (98) |
State income tax expense | 10 | 63 |
Canadian federal and provincial income taxes expense | 373 | 1,064 |
Total current income tax expense | 383 | 1,127 |
Deferred income tax expense (benefit): | ||
U.S. federal income tax expense | 16 | 121 |
Canadian federal and provincial income taxes benefit | (1,306) | (113) |
Total change in deferred income tax expense (benefit) | (1,290) | 8 |
Provision for (benefit from) income taxes | $ (907) | $ 1,135 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets | ||
Other assets | $ 16 | $ 16 |
Prepaid expenses | 0 | 1,731 |
Capital loss carryforwards | 469 | 469 |
Operating loss carryforwards | 54 | |
Deferred income tax liabilities | ||
Unbilled revenue | (458) | (284) |
Deferred revenues | (2,381) | (5,607) |
Property and equipment | (266) | (346) |
Valuation allowance | (539) | (469) |
Deferred income tax liabilities, net | (3,105) | (4,490) |
U.S. | ||
Deferred income tax assets | ||
Other assets | 16 | 16 |
Prepaid expenses | 0 | 0 |
Capital loss carryforwards | 0 | 0 |
Operating loss carryforwards | 54 | |
Deferred income tax liabilities | ||
Unbilled revenue | 0 | 0 |
Deferred revenues | 0 | 0 |
Property and equipment | 0 | 0 |
Valuation allowance | (70) | 0 |
Deferred income tax liabilities, net | 16 | |
Deferred income tax liabilities, net | 0 | |
Foreign | ||
Deferred income tax assets | ||
Other assets | 0 | 0 |
Prepaid expenses | 0 | 1,731 |
Capital loss carryforwards | 469 | 469 |
Operating loss carryforwards | 0 | |
Deferred income tax liabilities | ||
Unbilled revenue | (458) | (284) |
Deferred revenues | (2,381) | (5,607) |
Property and equipment | (266) | (346) |
Valuation allowance | (469) | (469) |
Deferred income tax liabilities, net | $ (3,105) | $ (4,506) |
DERIVATIVE FINANCIAL INSTRUME74
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions | 1 Months Ended | |
Nov. 30, 2017USD ($) | Apr. 30, 2016CAD ($)collar_arrangementcontract$ / $ | |
Total | ||
Derivative [Line Items] | ||
Derivative, term of contract | 5 years | |
Notional amount | $ | $ 100,000,000 | |
Derivative, floor interest rate | 1.70% | |
Derivative, cap interest rate | 2.50% | |
Forward Contract Maturing in 2017 | ||
Derivative [Line Items] | ||
Notional amount | $ | $ 33.5 | |
Number of derivative instruments held | contract | 4 | |
Number of derivative instruments maturing each quarter | collar_arrangement | 1 | |
Exchange rate floor (USD per cad dollar) | $ / $ | 0.7804 | |
Exchange rate cap (USD per cad dollar) | $ / $ | 0.7809 |
DERIVATIVE FINANCIAL INSTRUME75
DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Positions Included in the Consolidated Balance Sheets at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||
Fair Value | $ 1,245 | $ 183 |
Other current assets | ||
Derivative [Line Items] | ||
Fair Value | $ 1,245 | $ 183 |
DERIVATIVE FINANCIAL INSTRUME76
DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Loss (gain) associated with derivative instruments | $ (1,024) | $ 211 |
DERIVATIVE FINANCIAL INSTRUME77
DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Fair Values of Outstanding Foreign Currency Options (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 |
Derivative [Line Items] | |||
Fair Value | $ 1,245,000 | $ 183,000 | |
Ceiling | |||
Derivative [Line Items] | |||
Notional | $ 100,000,000 | ||
Interest Rate Parameters, Ceiling | 2.50% | ||
Fair Value | $ 1,758,000 | 938,000 | |
Floor | |||
Derivative [Line Items] | |||
Notional | $ 100,000,000 | ||
Interest Rate Parameters, Floor | 1.70% | ||
Fair Value | $ (513,000) | (755,000) | |
Total | |||
Derivative [Line Items] | |||
Notional | $ 100,000,000 | ||
Interest Rate Parameters, Ceiling | 2.50% | ||
Interest Rate Parameters, Floor | 1.70% | ||
Fair Value | $ 1,245,000 | $ 183,000 |
DERIVATIVE FINANCIAL INSTRUME78
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of commodity swaps (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets (liability) | $ 1,758 | $ 938 |
Effects of netting arrangements, asset (liability) | (513) | (755) |
Fair value of derivatives - net presentation, asset (liability) | 1,245 | 183 |
Other current assets | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets | 1,758 | 938 |
Effects of netting arrangements, asset | 0 | 0 |
Fair value of derivatives - net presentation, asset | 1,758 | 938 |
Fair value of derivatives - net presentation, asset (liability) | 1,245 | 183 |
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 | (513) | (755) |
Fair value of derivatives - net presentation, liability | (513) | (755) |
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 | 3 Months Ended | |
Feb. 28, 2018quartershares | Mar. 31, 2018quarterinstallment$ / sharesshares | Mar. 31, 2017$ / sharesshares | |
Limited Partners' Capital Account [Line Items] | |||
Targeted annual distribution amount (USD per share) | $ / shares | $ 1.15 | $ 1.34 | |
Targeted quarterly distribution (USD per share) | $ / shares | $ 0.2875 | ||
Limited Partner | Class A Units | |||
Limited Partners' Capital Account [Line Items] | |||
Vested (in shares) | 38,750 | 38,750 | 46,250 |
Conversion of units (in units) | 38,750 | 46,250 | |
Limited Partner | Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion of units (in units) | 2,131,459 | 2,162,084 | |
Limited Partner | Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion of units (in units) | 2,092,709 | 2,092,709 | |
First vesting tranche | Limited Partner | Capital Unit, Class A | |||
Limited Partners' Capital Account [Line Items] | |||
Number of vesting installments | installment | 4 | ||
Vesting period | 4 years | ||
Conversion factor | 1 | ||
First vesting tranche | Limited Partner | Class A Units | |||
Limited Partners' Capital Account [Line Items] | |||
Vesting period | 4 years | ||
Number of quarters distributions paid for | quarter | 4 | ||
Conversion of units (in units) | 38,750 | ||
First vesting tranche | Limited Partner | Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 1 | ||
Conversion of units (in units) | 38,750 | ||
First vesting tranche | Limited Partner | Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 1 | ||
Number of quarters distributions paid for | quarter | 4 | ||
Conversion of units (in units) | 2,092,709 | ||
Conversion on units, percentage | 20.00% | ||
Minimum period to elapse before eligibility of conversion of units | 12 months | ||
Second vesting tranche | Limited Partner | Capital Unit, Class A | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1.5 | ||
Third vesting tranche | Limited Partner | Capital Unit, Class A | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 1 | ||
Last vesting tranche | Limited Partner | Capital Unit, Class A | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion factor | 2 | ||
LTIP | First vesting tranche | Limited Partner | Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion of units (in units) | 244,794 | ||
Phantom Share Units (PSUs) | LTIP | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 1 | ||
Phantom Share Units (PSUs) | LTIP | First vesting tranche | Limited Partner | |||
Limited Partners' Capital Account [Line Items] | |||
Vested (in shares) | 361,570 | ||
Units retained (in shares) | 116,776 |
UNIT BASED COMPENSATION - Narra
UNIT BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2018quartershares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share based compensation expense not expected to vest | $ | $ 15 | $ 0 | ||
Class A Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Forfeited (in shares) | 5,000 | 0 | ||
Allocated share-based compensation expense | $ | $ 70 | $ 116 | ||
Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Allocated share-based compensation expense | $ | $ 1,300 | $ 700 | ||
Unit based compensation expense, unrecognized | $ | $ 14,200 | |||
Weighted average recognition period | 2 years 11 months 23 days | |||
Phantom Share Units (PSUs) | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
LTIP | Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Approved for grant (in units) | 546,940 | 695,099 | ||
Share remaining available (in units) | 1,797,127 | |||
Conversion ratio | 1 | |||
Limited Partner | Common Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion of units (in units) | 2,131,459 | 2,162,084 | ||
Limited Partner | Class A Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 38,750 | 38,750 | 46,250 | |
Conversion of units (in units) | 38,750 | 46,250 | ||
Forfeited (in shares) | 5,000 | |||
First vesting tranche | Limited Partner | Common Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion of units (in units) | 38,750 | |||
Grant date average fair value (USD per share) | $ / shares | $ 25.71 | $ 25.71 | ||
Conversion ratio | 1 | |||
First vesting tranche | Limited Partner | Class A Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Number of quarters distributions paid for | quarter | 4 | |||
Conversion of units (in units) | 38,750 | |||
First vesting tranche | Limited Partner | LTIP | Common Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion of units (in units) | 244,794 |
UNIT BASED COMPENSATION - Class
UNIT BASED COMPENSATION - Class A Units (Details) - Class A Units - shares | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Partners' capital account beginning balance (in units) | 82,500 | 138,750 | |
Forfeited (in shares) | (5,000) | 0 | |
Partners' capital account ending balance (in units) | 38,750 | 92,500 | |
Limited Partner | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Partners' capital account beginning balance (in units) | 82,500 | 138,750 | |
Vested (in shares) | (38,750) | (38,750) | (46,250) |
Forfeited (in shares) | (5,000) | ||
Partners' capital account ending balance (in units) | 38,750 | 92,500 |
UNIT BASED COMPENSATION - Selli
UNIT BASED COMPENSATION - Selling General And Administrative Expense Related To Unit Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Class A Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Selling, general and administrative | $ 70 | $ 116 |
UNIT BASED COMPENSATION - Long-
UNIT BASED COMPENSATION - Long-term Incentive Plan (Details) - LTIP - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Phantom Share Units (PSU) Equity Classified | ||
Weighted-Average Grant Date Fair Value Per Phantom Unit | ||
Grant date average fair value, beginning of period (USD per share) | $ 10.90 | $ 8.51 |
Granted (USD per share) | 11.55 | 12.80 |
Vested (USD per share) | 10.86 | 8.47 |
Forfeited (USD per share) | 11.22 | 0 |
Grant date average fair value, end of period (USD per share) | 11.17 | 10.91 |
Phantom Share Units (PSU) Liability Classified | ||
Weighted-Average Grant Date Fair Value Per Phantom Unit | ||
Grant date average fair value, beginning of period (USD per share) | 11.29 | 7.70 |
Granted (USD per share) | 11.55 | 12.80 |
Vested (USD per share) | 12.80 | 6.39 |
Grant date average fair value, end of period (USD per share) | $ 12.13 | $ 11.15 |
Director and Independent Consultant Phantom Units | Phantom Share Units (PSU) Equity Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 24,999 | 64,830 |
Granted (in shares) | 34,611 | 24,999 |
Vested (in shares) | (24,999) | (64,830) |
Forfeited (in shares) | 0 | 0 |
Phantom Units, end of period (in shares) | 34,611 | 24,999 |
Director and Independent Consultant Phantom Units | Phantom Share Units (PSU) Liability Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 8,333 | 21,610 |
Granted (in shares) | 11,348 | 8,333 |
Vested (in shares) | (8,333) | (21,610) |
Phantom Units, end of period (in shares) | 11,348 | 8,333 |
Employee Phantom Units | Phantom Share Units (PSU) Equity Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 1,111,849 | 730,808 |
Granted (in shares) | 480,839 | 639,955 |
Vested (in shares) | (336,571) | (204,157) |
Forfeited (in shares) | (27,567) | 0 |
Phantom Units, end of period (in shares) | 1,228,550 | 1,166,606 |
Employee Phantom Units | Phantom Share Units (PSU) Liability Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 27,794 | 21,615 |
Granted (in shares) | 20,142 | 19,812 |
Vested (in shares) | 0 | 0 |
Phantom Units, end of period (in shares) | 47,936 | 41,427 |
UNIT BASED COMPENSATION - Phant
UNIT BASED COMPENSATION - Phantom Units Pursuant to Associated DERs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Distribution Equivalent Right | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-classified Phantom Units | $ 388,000 | $ 263,000 |
Liability-classified Phantom Units | 13,000 | 14,000 |
Total | 401,000 | 277,000 |
Phantom Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-classified Phantom Units | 397,000 | |
Share-based compensation, forfeited | $ 45,000 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM85
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for income taxes | $ 182 | $ 616 |
Cash paid for interest | 2,291 | 2,362 |
Loss associated with disposal of assets | 71 | 9 |
Amortization of deferred financing costs | 215 | 215 |
Deferred income taxes | (1,290) | 8 |
Other | $ (1,004) | $ 232 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2018 | Apr. 26, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Subsequent Event [Line Items] | ||||
Targeted annual distribution amount (USD per share) | $ 1.15 | $ 1.34 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Distribution (USD per share) | $ 0.0025 | |||
Increase in distribution | 0.70% | |||
Increase in distribution over minimum | 22.60% | |||
Subsequent Event | Common Units | ||||
Subsequent Event [Line Items] | ||||
Partners' capital distribution amount per share (USD per share) | $ 0.3525 | |||
Targeted annual distribution amount (USD per share) | $ 1.41 | |||
Forecast | Common Units | ||||
Subsequent Event [Line Items] | ||||
Distributions, limited partner | $ 5,100 | |||
Forecast | Class A Units | ||||
Subsequent Event [Line Items] | ||||
Distributions, limited partner | 14 | |||
Forecast | USDG | Common Units and Subordinated Units | ||||
Subsequent Event [Line Items] | ||||
Distributions, limited partner | 4,100 | |||
Forecast | USD Partners GP LLC | ||||
Subsequent Event [Line Items] | ||||
Distributions, general partner | $ 249 |