Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 02, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | USD Partners LP | |
Trading Symbol | USDP | |
Entity Central Index Key | 0001610682 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Units | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 24,410,226 | |
Subordinated Units | ||
Document Information [Line Items] | ||
Entity Shares Outstanding | 2,092,709 | |
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, 2019 | Mar. 31, 2018 | |
Revenues | ||
Revenues | $ 20,458 | $ 23,824 |
Total revenues | 27,368 | 29,733 |
Operating costs | ||
Operating and maintenance | 3,211 | 2,356 |
Selling, general and administrative | 2,477 | 2,994 |
Depreciation and amortization | 4,734 | 5,276 |
Total operating costs | 21,962 | 22,719 |
Operating income | 5,406 | 7,014 |
Interest expense | 3,187 | 2,485 |
Loss (gain) associated with derivative instruments | 672 | (1,024) |
Foreign currency transaction loss (gain) | 182 | (211) |
Other expense (income), net | (24) | 71 |
Income before income taxes | 1,389 | 5,693 |
Provision for (benefit from) income taxes | 70 | (907) |
Net income | 1,319 | 6,600 |
Net income attributable to limited partner interests | $ 1,155 | $ 6,399 |
Weighted average units outstanding (in shares) | 26,798 | 26,467 |
Common Units | ||
Operating costs | ||
Net income per unit (basic and diluted) (USD per share) | $ 0.04 | $ 0.24 |
Weighted average units outstanding (in shares) | 23,060 | 20,597 |
Subordinated Units | ||
Operating costs | ||
Net income per unit (basic and diluted) (USD per share) | $ 0.03 | $ 0.24 |
Weighted average units outstanding (in shares) | 3,255 | 5,348 |
Related party | ||
Revenues | ||
Revenues | $ 6,910 | $ 5,909 |
Fleet leases | 984 | 984 |
Operating costs | ||
Selling, general and administrative | 2,450 | 1,830 |
Terminalling services | ||
Revenues | ||
Revenues | 19,998 | 22,005 |
Terminalling services | Related party | ||
Revenues | ||
Revenues | 5,638 | 4,696 |
Fleet services | ||
Revenues | ||
Revenues | 57 | 344 |
Fleet services | Related party | ||
Revenues | ||
Revenues | 227 | 227 |
Freight and other reimbursables | ||
Revenues | ||
Revenues | 403 | 1,475 |
Operating costs | ||
Operating costs | 464 | 1,477 |
Freight and other reimbursables | Related party | ||
Revenues | ||
Revenues | 61 | 2 |
Subcontracted rail services | ||
Operating costs | ||
Operating costs | 3,565 | 3,062 |
Pipeline fees | ||
Operating costs | ||
Operating costs | $ 5,061 | $ 5,724 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 1,319 | $ 6,600 |
Other comprehensive income (loss) — foreign currency translation | 1,415 | (1,790) |
Comprehensive income | $ 2,734 | $ 4,810 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 1,319 | $ 6,600 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,734 | 5,276 |
Loss (gain) associated with derivative instruments | 672 | (1,024) |
Settlement of derivative contracts | 1 | (38) |
Unit based compensation expense | 1,414 | 1,337 |
Deferred income taxes | (249) | (1,290) |
Other | 458 | 286 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 691 | (8,349) |
Accounts receivable — related party | (628) | 1,213 |
Prepaid expenses and other assets | 753 | (161) |
Other assets — related party | 20 | 20 |
Accounts payable and accrued expenses | 69 | (887) |
Accounts payable and accrued expenses — related party | 719 | (378) |
Deferred revenue and other liabilities | 198 | 5,499 |
Net cash provided by operating activities | 10,171 | 8,104 |
Cash flows from investing activities: | ||
Additions of property and equipment | (244) | (78) |
Proceeds from the sale of assets | 0 | 236 |
Net cash provided by (used in) investing activities | (244) | 158 |
Cash flows from financing activities: | ||
Distributions | (10,133) | (9,689) |
Payments for deferred financing costs | (7) | 0 |
Vested phantom units used for payment of participant taxes | (1,821) | (1,346) |
Proceeds from long-term debt | 9,000 | 9,000 |
Repayments of long-term debt | (11,000) | (8,000) |
Other financing activities | (13) | 0 |
Net cash used in financing activities | (13,974) | (10,035) |
Effect of exchange rates on cash | 388 | (678) |
Net change in cash, cash equivalents and restricted cash | (3,659) | (2,451) |
Cash, cash equivalents and restricted cash — beginning of period | 12,383 | 13,788 |
Cash, cash equivalents and restricted cash — end of period | $ 8,724 | $ 11,337 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 3,069 | $ 6,439 |
Restricted cash | 5,655 | 5,944 |
Accounts receivable, net | 4,462 | 5,132 |
Accounts receivable — related party | 1,255 | 624 |
Prepaid expenses | 1,681 | 2,115 |
Other current assets | 477 | 634 |
Other current assets — related party | 79 | 79 |
Total current assets | 16,678 | 20,967 |
Property and equipment, net | 146,635 | 145,308 |
Intangible assets, net | 83,554 | 86,705 |
Goodwill | 33,589 | 33,589 |
Operating lease right-of-use assets | 15,581 | |
Other non-current assets | 255 | 631 |
Other non-current assets — related party | 75 | 95 |
Total assets | 296,367 | 287,295 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,660 | 3,464 |
Accounts payable and accrued expenses — related party | 1,179 | 460 |
Deferred revenue | 2,980 | 2,921 |
Deferred revenue — related party | 1,916 | 1,885 |
Operating lease liabilities, current | 5,236 | |
Other current liabilities | 2,910 | 2,804 |
Total current liabilities | 19,881 | 11,534 |
Long-term debt, net | 204,028 | 205,581 |
Deferred income tax liabilities, net | 119 | 360 |
Operating lease liabilities, non-current | 10,682 | |
Other non-current liabilities | 120 | 356 |
Total liabilities | 234,830 | 217,831 |
Commitments and contingencies | ||
Partners’ capital | ||
General partner units (461,136 outstanding at March 31, 2019 and December 31, 2018) | 3,147 | 3,275 |
Accumulated other comprehensive loss | (1,594) | (3,009) |
Total partners’ capital | 61,537 | 69,464 |
Total liabilities and partners’ capital | 296,367 | 287,295 |
Common Units | ||
Partners’ capital | ||
Partners’ capital | 80,539 | 107,903 |
Class A Units | ||
Partners’ capital | ||
Partners’ capital | 0 | 1,018 |
Subordinated Units | ||
Partners’ capital | ||
Partners’ capital | $ (20,555) | $ (39,723) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2019 | Dec. 31, 2018 |
General partners' units outstanding (in shares) | 461,136 | 461,136 |
Common Units | ||
Limited partners' units outstanding (in shares) | 24,208,073 | 21,916,024 |
Class A Units | ||
Limited partners' units outstanding (in shares) | 38,750 | |
Subordinated Units | ||
Limited partners' units outstanding (in shares) | 2,092,709 | 4,185,418 |
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, 2017 | 82,500 | 19,537,971 | 82,500 | 6,278,127 | 461,136 | ||
Partners' capital account beginning balance at Dec. 31, 2017 | $ 1,834 | $ 136,645 | $ 1,468 | $ (55,237) | $ 180 | ||
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 | 44 | $ 116,125 | $ 850 | $ (37,304) | $ 138 | |
Partners' capital account beginning balance (in units) at Dec. 31, 2018 | 38,750 | 21,916,024 | 38,750 | 4,185,418 | 461,136 | ||
Partners' capital account beginning balance at Dec. 31, 2018 | 69,464 | (3,009) | $ 107,903 | $ 1,018 | $ (39,723) | $ 3,275 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Conversion of units (in units) | 2,131,459 | 38,750 | 2,092,709 | ||||
Conversion of units | $ (19,631) | $ (1,018) | $ 20,637 | ||||
Common units issued for vested phantom units (in units) | 360,590 | ||||||
Common units issued for vested phantom units | $ (1,821) | ||||||
Net income | 1,319 | 1,054 | 0 | 101 | 164 | ||
Unit based compensation expense | 1,289 | 14 | 2 | 0 | |||
Forfeited units (in shares) | 0 | ||||||
Forfeited units | 0 | ||||||
Distributions | $ (8,255) | $ (14) | $ (1,572) | $ (292) | |||
Cumulative translation adjustment | 1,415 | 1,415 | |||||
Partners' capital account ending balance (in units) at Mar. 31, 2019 | 0 | 24,408,073 | 0 | 2,092,709 | 461,136 | ||
Partners' capital account ending balance at Mar. 31, 2019 | $ 61,537 | $ (1,594) | $ 80,539 | $ 0 | $ (20,555) | $ 3,147 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2019 | |
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 facilitate 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, 2019 , our results of operations for three months ended March 31, 2019 and 2018 , and our cash flows for the three months ended March 31, 2019 and 2018 . We derived our consolidated balance sheet as of December 31, 2018 from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . Our results of operations for three months ended March 31, 2019 and 2018 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, 2018 . 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. |
RECENT ACCOUNTING PROUNOUNCEMEN
RECENT ACCOUNTING PROUNOUNCEMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PROUNOUNCEMENTS | RECENT ACCOUNTING PROUNOUNCEMENTS Recently Adopted Accounting Pronouncements Accounting for Nonemployee Unit based Compensation (ASU 2018-07) In June 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2018-07, or ASU 2018-07, which amends the Accounting Standards Codification, or ASC, Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The provisions of this standard specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. We adopted the provisions of ASU 2018-07 prospectively on January 1, 2019, which affected the method we used to value the phantom units we granted to our directors and consultants domiciled in the United States. In periods prior to our adoption of ASU 2018-07, we were required to revalue the outstanding phantom units granted to these individuals each reporting period. Pursuant to the requirements of ASU 2018-07 and under the provisions of ASC Topic 718, these phantom units are now valued at the grant date fair value, consistent with the method we use to value phantom units granted to employees that are domiciled in the United States. Leases (ASC 842) In February 2016, the FASB issued Accounting Standards Update No. 2016-02, or ASU 2016-02, which created ASC Topic 842 Leases, to require balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The standard also expanded the disclosure requirements for lessors with respect to their leasing activities. In July 2018, the FASB issued ASU 2018-11, to provide another transition method in addition to the existing transition method, allowing entities to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, the FASB has issued other Accounting Standards Updates to clarify application of the guidance in the original standard and to provide practical expedients for applying the standard, all of which are effective upon adoption. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. We adopted the provisions of ASC 842 on January 1, 2019. This standard requires us to recognize right-of-use assets and lease liabilities on our consolidated balance sheet for identified property that is subject to operating lease agreements for which we are considered a lessee. We elected to adopt this standard by applying the additional transition method set forth in ASU 2018-11, whereby we implement the provisions of the new standard to our existing leases by recognizing and measuring lease assets and liabilities on our balance sheet as of January 1, 2019, as well as a cumulative-effect adjustment to the opening balances of Partners’ Capital. Consequently, our reporting of leases for the prior year continues to be provided in accordance with ASC Topic 840, which was effective during that period. We elected the package of practical expedients permitted under the transition guidance within ASC 842, which, among other things, allowed us to carry forward our historical lease classification without the need to re-evaluate such classification pursuant to the provisions of ASC 842. We determine the classification of our leases as operating, financing or sales-type leases based on the criteria set forth in ASC 842 that considers whether a lease is economically similar to the purchase of a nonfinancial asset. We have adopted as our accounting policy the definition of “substantially all” of the fair value of the underlying asset to mean 90% or greater and a “major part” of the remaining economic life to mean 75% or greater in performing our classification assessment. We exclude variable lease payments that are based on performance or use from our lease classification determination. We include the exercise price of a purchase option when reasonable certainty exists that we will exercise the option. We also include termination penalties unless it is reasonably certain that we will not exercise any option to terminate the lease, and therefore will not incur the penalty. Lastly, we also include any residual value guarantees that we provided to lessors in our classification determination. Our adoption of ASC 842 required us to recognize lease assets and lease liabilities for all leases where we are the lessee and present them on our balance sheet, which did not affect our consolidated statements of income, consolidated statement of cash flows or consolidated statements of partners' capital. Upon adoption we recognized a right-to-use lease asset and corresponding liability of $17.3 million on our consolidated balance sheet. Additionally, our adoption of ASC 842 did not affect our accounting for leases where we are the lessor. Lessee Accounting We effectively lease assets from third parties for use in our operations, which primarily include railcars, buildings, storage tanks, equipment, offices, railroad track and land. The general terms of our lease agreements require monthly payments in advance, in arrears or upon receipt, some of which include variable payments attributable to index-based rate escalations and freight associated with railcar returns. A majority of our leases do not include renewal options, or rights to early termination of the lease agreements. Additionally, our leases do not include residual value guarantees, nor do they impose any significant covenants or restrictions on us. As discussed below under Lessor Accounting, we effectively sublease all of our leased railcars to customers under terms similar to the terms of our lease agreements with the railcar manufacturing and finance companies from whom we lease the railcars. We also lease a storage tank from a third party provider of crude oil storage that we sublease to a customer of our Stroud terminal. We have elected as an accounting policy not to apply the recognition requirements of ASC 842 to short-term leases for all classes of assets underlying our leases. As a result, we recognize the lease payments we make as expense in our consolidated statements of income over the lease term, regardless of the underlying class of asset being leased. We define a short-term lease as a lease that at the commencement date has a term of 12 months or less and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. We deem a contract to be a lease when the terms of the agreement indicate we have the right to control the use of an identified asset for a period of time in exchange for consideration. We establish our right to control the use of an identified asset when the contract terms set forth our right to obtain substantially all of the economic benefits from use of the identified asset, or to direct its use throughout the contract period. We consider substantially all of the economic benefits to mean 90% or more of the utility of the identified asset. We have elected to apply the portfolio approach to account for our railcar leases due to our expectation that this method would not significantly differ from an individual lease approach. Additionally, we have elected to use the practical expedient that allows us not to separate amounts of contract consideration between lease and non-lease components. Non-lease components of our agreements include maintenance of property, common area costs such as cleaning and landscape services and reimbursement of the suppliers’ insurance, taxes or administrative costs. We determine the discount rate for our leases by estimating a borrowing rate we would pay on a collateralized basis over the term of the underlying lease, based on our creditworthiness and the interest rate environment at the time we enter into the lease. We establish our credit quality by performing a synthetic credit analysis based on operational, liquidity and solvency metrics, which are weighted to produce an estimated rating. We then develop an interest rate curve for various periods of time by applying an adjustment factor to the risk free rates as established from yields on U.S. Treasury securities. We utilize this interest rate curve to establish an approximate discount rate based upon the term of the underlying lease. We determine our right-of-use assets based on the initial measurement amount of the lease liability, as discussed below, increased by any prepayments that we make to the lessor at or before the lease commencement date and any initial direct costs we may incur, reduced by any incentive amounts we may receive. We measure our lease liabilities based upon the discounted present value of the payment amounts we expect to make over the noncancellable terms of the underlying leases. We exclude variable lease payments that are based on performance or use in our measurement of the right of use assets and liabilities. We include in our measurement of the right of use assets and lease liabilities the exercise price of purchase options when reasonable certainty exists that we will exercise the option and any termination penalties when reasonable certainty exists that we will exercise an option to terminate the lease. We also include any residual value guarantees provided to lessors to the extent that we consider the likelihood we will have to pay the lessor at the end of the lease term for a deficiency to be probable. Over the lease term, we amortize the right-of-use asset and record interest expense on the lease liability recorded at commencement of the lease. Our income statement recognition of the expense is dependent on whether the lease is classified as an operating, direct financing, or sales-type lease. We recognize amortization expense and interest expense associated with operating leases as a single item of expense in our consolidated statements of income. We recognize amortization expense and interest expense associated with any direct financing and sales-type leases as separate items of expense within our consolidated statements of income. We present all leases, where we are the lessee, on our balance sheet subject to the practical expedients we have elected and capitalization limitations we have established. Lessor Accounting We effectively lease railcars and storage tanks to customers of our terminalling facilities to meet their logistical needs for the movement of crude oil to refineries and market centers. The general terms of our lease agreements require monthly payments, some of which include variable payments attributable to index-based rate escalations and freight associated with railcar returns. Under the master service agreements for the railcars we lease, we also charge a fee for the various freight monitoring, scheduling, maintenance and related services we provide to customers that lease railcars from us, representing a non-lease component that we account for separately. Our storage tank leases contain standard renewal options for periods up to 12 months following the end of the initial lease term. Additionally, our storage tank leases include charges for blending and mixing services as well as pump over charges, representing non lease components that we account for separately. Our railcar master fleet services agreements and storage tank leases do not generally include rights to early termination of the agreements, nor do they include residual value guarantees. None of the customers on our railcar master fleet services agreements and storage tank leases have options to purchase the underlying assets. As discussed above under Lessee Accounting, we effectively sublease all of our leased railcars to customers under terms similar to the terms of our lease agreements with the railcar manufacturing and finance companies from whom we lease the railcars. We also lease a storage tank from a third party provider of crude oil storage that we sublease to a customer of our Stroud terminal. We deem a contract to be a lease when the terms of the agreement indicate we have transferred to another party the right to control the use of an identified asset for a period of time in exchange for consideration. We determine that we have transferred the right to control the use an identified asset when the contract terms set forth the rights of another party to obtain substantially all of the economic benefits from use of the identified asset, or to direct its use throughout the contract period. We consider substantially all of the economic benefits to mean 90% or more of the utility of the identified asset during the contract term. We allocate consideration in a contract between lease and non-lease components based upon the rates and terms that are specified in our agreements. We recognize revenue from fees we charge for freight services related to railcars and from fees we charge for blending, mixing and pump over charges related to our storage services pursuant to the requirements of ASC 606 as set forth in our Revenue Policy. We continue to depreciate property that we own and lease to third party customers in accordance with our standard depreciation policies. We record lease income typically on a straight-line basis over the lease term. Refer to Note 7. Leases for further discussion. 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. Pursuant to the provisions of ASU 2017-04, an entity will no longer 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. Rather, an entity will 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 cannot exceed the total amount of goodwill allocated to that reporting unit. The pronouncement is effective for fiscal years beginning after December 15, 2019, or for any interim impairment testing within those fiscal years and is required to be applied prospectively, with early adoption permitted. We do not expect to early adopt the provisions of this standard. 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. |
NET INCOME PER LIMITED PARTNER
NET INCOME PER LIMITED PARTNER INTEREST | 3 Months Ended |
Mar. 31, 2019 | |
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: For the Three Months Ended March 31, 2019 Common Units Subordinated Units Class A (7) General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 1,054 $ 101 $ — $ 164 $ 1,319 Less: Distributable earnings (2) 9,273 795 — 317 10,385 Distributions in excess of earnings $ (8,219 ) $ (694 ) $ — $ (153 ) $ (9,066 ) Weighted average units outstanding (3) 23,060 3,255 22 461 26,798 Distributable earnings per unit (4) $ 0.40 $ 0.24 $ — Overdistributed earnings per unit (5) (0.36 ) (0.21 ) — Net income per limited partner unit (basic and diluted) (6) $ 0.04 $ 0.03 $ — (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 $141 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 $0.3625 per unit, or $1.45 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $469 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. (6) Our computation of net income per limited partner unit excludes the effects of 1,292,474 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. (7) In February 2019 , pursuant to the terms set forth in our partnership agreement, the fourth and final vesting tranche of 38,750 Class A units vested and were converted into Common units. Refer to Note 17. Partners Capital for more information. For the 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) (6) $ 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 paid 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 distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners Amended and Restated 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. (6) Our computation of net income per limited partner unit excludes the effects of 1,263,161 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES 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 14. Segment Reporting for our disaggregated revenues by segment. Additionally, the below tables summarize the geographic data for our revenues: Three Months Ended March 31, 2019 U.S. Canada Total (in thousands) Third party $ 8,720 $ 11,738 $ 20,458 Related party $ 2,374 $ 4,536 $ 6,910 Three Months Ended March 31, 2018 U.S. Canada Total (in thousands) Third party $ 11,697 $ 12,127 $ 23,824 Related party $ 1,211 $ 4,698 $ 5,909 Remaining Performance Obligations The transaction price allocated to the remaining performance obligations associated with our terminalling and fleet services agreements as of March 31, 2019 are as follows for the periods indicated: For the nine months ending December 31, 2019 2020 2021 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 67,671 $ 65,720 $ 51,047 $ 60,242 $ 244,680 Fleet Services 772 1,030 1,016 1,308 4,126 Total $ 68,443 $ 66,750 $ 52,063 $ 61,550 $ 248,806 (1) The majority of our terminalling services agreements are denominated in Canadian dollars. We have converted the remaining performance obligations provided herein using the year-to-date average exchange rate of 0.7522 U.S. dollars per one Canadian dollar at March 31, 2019 . (2) Includes fixed monthly minimum commitment fees per contracts and excludes constrained variable consideration for rate-escalations associated with an index, such as the consumer price index, as well as any incremental revenue associated with volume activity above the minimum volumes set forth 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 $205 thousand and $68 thousand as of March 31, 2019 and December 31, 2018 , respectively, in “ Other current assets ” and $86 thousand and $171 thousand as of March 31, 2019 and December 31, 2018 , 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 with third-party customers of $3.0 million and $2.9 million as of March 31, 2019 and December 31, 2018 , respectively, in “ Deferred revenue. ” We have included contract liabilities with related party customers of $1.5 million as of March 31, 2019 and December 31, 2018 , 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, 2019 : December 31, 2018 Cash Additions for Customer Prepayments Revenue Recognized March 31, 2019 (in thousands) Customer prepayments $ 2,921 $ 2,980 $ (2,921 ) $ 2,980 Customer prepayments — related party (1) $ 1,475 $ 1,506 $ (1,475 ) $ 1,506 (1) Includes contract liabilities associated with customer prepayments from related parties. Refer to Note 12. Transactions with Related Parties for additional discussion of deferred revenues associated with related parties. Deferred Revenue — Fleet Leases Our deferred revenue also includes advance payments from customers of our Fleet services business, which will be recognized as Fleet leases 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 deferred revenues of our fleet services business, which we will recognize as expense concurrently with our recognition of the associated revenue. We have included $0.4 million at March 31, 2019 and December 31, 2018 , 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, 2019 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | RESTRICTED CASH We include in restricted cash on our consolidated balance sheets amounts representing a cash account for which the use of funds is restricted by a facilities connection agreement among us and Gibson Energy Inc., or Gibson, that we entered into during 2014 in connection with the development of our Hardisty terminal. The collaborative arrangement is further discussed in Note 10 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, 2019 2018 (in thousands) Cash and cash equivalents $ 3,069 $ 6,359 Restricted Cash 5,655 4,978 Total cash, cash equivalents and restricted cash $ 8,724 $ 11,337 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Our property and equipment is comprised of the following as of the dates indicated: March 31, 2019 December 31, 2018 Estimated Depreciable Lives (Years) (in thousands) Land $ 10,063 $ 10,004 N/A Trackage and facilities 124,372 123,080 10-30 Pipeline 16,336 16,336 20-25 Equipment 16,580 16,455 3-20 Furniture 64 64 5-10 Total property and equipment 167,415 165,939 Accumulated depreciation (31,949 ) (29,479 ) Construction in progress (1) 11,169 8,848 Property and equipment, net $ 146,635 $ 145,308 (1) The amounts classified as “Construction in progress” are excluded from amounts being depreciated. These amounts represent property that is not yet ready to be placed into productive service as of the respective consolidated balance sheet date. We had $138 thousand of capitalized interest costs for the three months ended March 31, 2019 . Depreciation expense associated with Property and equipment totaled $1.6 million and $2.1 million for the three months ended March 31, 2019 and 2018 , respectively. Our depreciation expense for the three months ended March 31, 2019 reflects a reduction of $560 thousand to our asset retirement obligations, or ARO, due to refinement of our estimates. The ARO is associated with restoration of the property at our San Antonio facility. The ending balance of our ARO at March 31, 2019 is $200 thousand . |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Three Months Ended March 31, 2019 Weighted-average discount rate 6.3 % Weighted average remaining lease term 3.3 years Our total lease cost consisted of the following items for the dates indicated: Three Months Ended March 31, 2019 (in thousands) Operating lease cost 1,484 Short term lease cost 47 Sublease income (1,333 ) Total $ 198 The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancellable operating leases as of March 31, 2019 , (in thousands): 2019 $ 4,558 2020 5,269 2021 4,074 2022 3,787 2023 20 Total lease payments $ 17,708 Less: imputed interest (1,790 ) Present value of lease liabilities $ 15,918 We serve as an intermediary to assist our customers with obtaining railcars. In connection with our leasing of railcars from third parties, we simultaneously enter into lease agreements with our customers for noncancellable terms that are designed to recover our costs associated with leasing the railcars plus a fee for providing this service. In addition to these leases we also have lease income from storage tanks. Three Months Ended March 31, 2019 (in thousands, except weighted average term) Lease income $ 2,295 Weighted average remaining lease term 3.3 years The maturity analysis below presents the undiscounted future minimum lease payments we expect to receive from customers each period for property they lease from us under noncancellable operating leases as of March 31, 2019 (in thousands): 2019 $ 6,307 2020 6,900 2021 5,753 2022 4,459 Total $ 23,419 Refer to Note 2. Recent Accounting Pronouncements for additional discussion of our lease policies. |
LEASES | LEASES We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Three Months Ended March 31, 2019 Weighted-average discount rate 6.3 % Weighted average remaining lease term 3.3 years Our total lease cost consisted of the following items for the dates indicated: Three Months Ended March 31, 2019 (in thousands) Operating lease cost 1,484 Short term lease cost 47 Sublease income (1,333 ) Total $ 198 The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancellable operating leases as of March 31, 2019 , (in thousands): 2019 $ 4,558 2020 5,269 2021 4,074 2022 3,787 2023 20 Total lease payments $ 17,708 Less: imputed interest (1,790 ) Present value of lease liabilities $ 15,918 We serve as an intermediary to assist our customers with obtaining railcars. In connection with our leasing of railcars from third parties, we simultaneously enter into lease agreements with our customers for noncancellable terms that are designed to recover our costs associated with leasing the railcars plus a fee for providing this service. In addition to these leases we also have lease income from storage tanks. Three Months Ended March 31, 2019 (in thousands, except weighted average term) Lease income $ 2,295 Weighted average remaining lease term 3.3 years The maturity analysis below presents the undiscounted future minimum lease payments we expect to receive from customers each period for property they lease from us under noncancellable operating leases as of March 31, 2019 (in thousands): 2019 $ 6,307 2020 6,900 2021 5,753 2022 4,459 Total $ 23,419 Refer to Note 2. Recent Accounting Pronouncements for additional discussion of our lease policies. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 (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 (42,476 ) (39,328 ) Other (36 ) (33 ) Total accumulated amortization (42,512 ) (39,361 ) Total intangible assets, net $ 83,554 $ 86,705 Amortization expense associated with intangible assets totaled $3.2 million for each of the three months ended March 31, 2019 and 2018 . |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT In November 2018, we amended and restated our senior secured credit agreement, which we originally established at the time of our initial public offering in October 2014. We refer to the amended and restated senior secured credit agreement executed in November 2018 as the Credit Agreement and the original senior secured credit agreement as the Previous Credit Agreement. Our Credit Agreement is a $385 million revolving credit facility (subject to limits set forth therein) with Citibank, N.A., as administrative agent, and a syndicate of lenders. Our Credit Agreement amends and restates in its entirety our Previous Credit Agreement. Our Credit Agreement is a four year committed facility that initially matures on November 2, 2022. Our Credit Agreement provides us with the ability to request two one -year maturity date extensions, subject to the satisfaction of certain conditions, and allows us the option to increase the maximum amount of credit available up to a total facility size of $500 million , subject to receiving increased commitments from lenders and satisfaction of certain conditions. Our Previous 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 Previous Credit Agreement. Our Credit Agreement and any issuances of letters of credit are available for working capital, capital expenditures, general partnership purposes and continue the indebtedness outstanding under the Previous Credit Agreement. The Credit Agreement includes an aggregate $20 million sublimit for standby letters of credit and a $20 million sublimit for swingline loans. Obligations under the Credit Agreement are guaranteed by our restricted subsidiaries (as such term is defined therein) 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, 2019 December 31, 2018 (in thousands) Revolving Credit Facility 207,000 209,000 Less: Deferred financing costs, net (2,972 ) (3,419 ) Total long-term debt, net $ 204,028 $ 205,581 We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates: March 31, 2019 December 31, 2018 (in millions) Aggregate borrowing capacity under Credit Agreement $ 385.0 $ 385.0 Less: Revolving Credit Facility amounts outstanding 207.0 209.0 Letters of credit outstanding 0.6 0.6 Available under Credit Agreement (1) $ 177.4 $ 175.4 (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 5.00% and 4.86% at March 31, 2019 and December 31, 2018 , respectively, without consideration to the effect of our derivative contracts. 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, 2019 , 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, 2019 2018 (in thousands) Interest expense on the Credit Agreement $ 2,875 $ 2,270 Capitalized interest on construction in progress (138 ) — Amortization of deferred financing costs 450 215 Total interest expense $ 3,187 $ 2,485 |
COLLABORATIVE ARRANGEMENT
COLLABORATIVE ARRANGEMENT | 3 Months Ended |
Mar. 31, 2019 | |
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 $5.1 million and $5.7 million for the three months ended March 31, 2019 and 2018 , respectively which are presented as “Pipeline fees” in our consolidated statements of income. |
NONCONSOLIDATED VARIABLE INTERE
NONCONSOLIDATED VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and December 31, 2018 , 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, 2019 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 11 $ — $ 1 Deferred revenue — 10 — $ 11 $ 10 $ 1 December 31, 2018 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 17 $ — $ 7 Deferred revenue — 10 — $ 17 $ 10 $ 7 We have assigned certain payment and performance obligations under the leases and master fleet service agreements for 1,483 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, 2019 , 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, 2019 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH RELATED PARTIES | TRANSACTIONS WITH RELATED PARTIES Nature of Relationship with Related Parties USD is engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and other energy-related infrastructure across North America. USD is also the sole owner of USDG and the ultimate parent of our general partner. USD is owned by Energy Capital Partners, Goldman Sachs and certain members of its management. USDG is the sole owner of our general partner and at March 31, 2019 , owns 9,464,381 of our common units and all 2,092,709 of our subordinated units representing a combined 42.9% limited partner interest in us. As of March 31, 2019, a value of up to $10.0 million of these common units were pledged as collateral under USDG’s letter of credit facility. USDG also provides us with general and administrative support services necessary for the operation and management of our business. USD Partners GP LLC, our general partner, 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. 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. 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, 2019 and 2018 were $2.5 million and $1.8 million , respectively, which amounts are included in “Selling, general and administrative — related party” in our consolidated statements of income. At March 31, 2019 and December 31, 2018 , we had balances payable related to these costs of $1.1 million and $0.4 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 with USDM effective as of May 31, 2017, whereby we granted USDM the right to market the capacity at the Stroud terminal in excess of the original 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 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 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 customer, the contracted term for the capacity held by USDM was extended to June 30, 2020. USDM controls approximately 25% of the available monthly capacity of the Hardisty terminal at March 31, 2019 . 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 also received revenue for providing additional terminalling services at our Hardisty terminal to USDM pursuant to the terms of its existing agreements with us. Additionally, effective January 2019, we entered into a six month terminalling services agreement with USDM at our Casper terminal to maximize utilization of available terminalling and storage capacity by offering these services to customers on an uncommitted basis at current market rates. This agreement will automatically renew for successive periods of six months on an evergreen basis unless otherwise canceled by either party. We include amounts received pursuant to these arrangements as revenue in the table below under “Terminalling services — related party.” Additionally, we received revenue from USDM for the lease of 200 railcars pursuant to the terms of an existing agreement with us, which is included in the table below under “Fleet leases — related party.” Our related party revenues from USD and affiliates are presented in the following table for the indicated periods: Three Months Ended March 31, 2019 2018 (in thousands) Terminalling services — related party $ 5,638 $ 4,696 Fleet leases — related party 984 984 Fleet services — related party 227 227 Freight and other reimbursables — related party 61 2 $ 6,910 $ 5,909 We had the following amounts outstanding with USD and affiliates on our consolidated balance sheets as presented below in the following table for the indicated periods: March 31, 2019 December 31, 2018 (in thousands) Accounts receivable — related party $ 1,255 $ 624 Accounts payable — related party $ 85 $ 67 Other current and non-current assets — related party (1) $ 154 $ 174 Deferred revenue— related party (2) $ 1,916 $ 1,885 (1) Represents a contract asset associated with our lease agreement with USDM. (2) Represents deferred revenues associated with our terminalling and fleet services agreements with USD and affiliates for amounts we have collected from them for their prepaid leases and prepaid minimum volume commitment fees. Cash Distributions During the three months ended March 31, 2019 , 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) January 31, 2019 February 11, 2019 February 19, 2019 $ 4,161 $ 285 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 | |
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. We also facilitate rail-to-pipeline shipments of crude oil. Our Terminalling services segment also charges minimum monthly fees to store crude oil in tanks that are leased to our customers. 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 segment. 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. Segmented Adjusted EBITDA is a measure calculated in accordance with GAAP. We define Segment Adjusted EBITDA as “Net income (loss)” of each segment adjusted for depreciation and amortization, 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. Three Months Ended March 31, 2019 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 19,998 $ — $ — $ 19,998 Terminalling services — related party 5,638 — — 5,638 Fleet leases — related party — 984 — 984 Fleet services — 57 — 57 Fleet services — related party — 227 — 227 Freight and other reimbursables 298 105 — 403 Freight and other reimbursables — related party 7 54 — 61 Total revenues 25,941 1,427 — 27,368 Operating costs Subcontracted rail services 3,565 — — 3,565 Pipeline fees 5,061 — — 5,061 Freight and other reimbursables 305 159 — 464 Operating and maintenance 2,163 1,048 — 3,211 Selling, general and administrative 1,663 289 2,975 4,927 Depreciation and amortization 4,734 — — 4,734 Total operating costs 17,491 1,496 2,975 21,962 Operating income (loss) 8,450 (69 ) (2,975 ) 5,406 Interest expense — — 3,187 3,187 Loss associated with derivative instruments — — 672 672 Foreign currency transaction loss (gain) (41 ) 4 219 182 Other income, net (24 ) — — (24 ) Provision for income taxes 67 3 — 70 Net income (loss) $ 8,448 $ (76 ) $ (7,053 ) $ 1,319 Goodwill $ 33,589 $ — $ — $ 33,589 Three Months Ended March 31, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 22,005 $ — $ — 22,005 Terminalling services — related party 4,696 — — 4,696 Fleet leases — related party — 984 — 984 Fleet services — 344 — 344 Fleet services — related party — 227 — 227 Freight and other reimbursables 213 1,262 — 1,475 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 Freight and other reimbursables 215 1,262 — 1,477 Operating and maintenance 1,291 1,065 — 2,356 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 Goodwill $ 33,589 $ — $ — $ 33,589 Segment Adjusted EBITDA The following tables present the computation of Segment Adjusted EBITDA for each of our segments for the periods indicated: Three Months Ended March 31, Terminalling Services Segment 2019 2018 (in thousands) Net income $ 8,448 $ 10,619 Interest income (7 ) — Depreciation and amortization 4,734 5,276 Provision for (benefit from) income taxes 67 (935 ) Foreign currency transaction loss (gain) (1) (41 ) 31 Loss associated with disposal of assets 8 71 Other income (17 ) — Non-cash contract asset (2) (51 ) (51 ) Segment Adjusted EBITDA $ 13,141 $ 15,011 (1) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. (2) Represents the change in non-cash contract assets associated with revenue recognized in advance at blended rates based on the escalation clauses in certain of our customer contracts. Refer to Note 4. Revenues — Contract Assets for more information. Three Months Ended March 31, Fleet Services Segment 2019 2018 (in thousands) Net income (loss) $ (76 ) $ 141 Provision for income taxes 3 28 Foreign currency transaction loss (gain) (1) 4 (4 ) Segment Adjusted EBITDA (69 ) 165 (1) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
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. We have elected to classify one of our subsidiaries, USD Rail LP, as an entity taxable as a corporation for U.S. federal income tax purposes due to treasury regulations that do not permit the income of this subsidiary to meet the definition of “qualifying income” as set forth in Internal Revenue Code §7704(d). 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 $0.1 million and $0.3 million for the three months ended March 31, 2019 and 2018 , respectively. Foreign Income Taxes Our Canadian operations are conducted through entities that are subject to Canadian federal and Alberta provincial income taxes of 15% and 12% , respectively, for a combined federal and provincial income tax rate of 27% applicable to the taxable income of our Canadian operations for the three months ended March 31, 2019 and 2018 . The combined rate of 27% was also used to compute deferred income tax expense, which is the result of temporary differences that are expected to reverse in the future. Estimated Annual Effective Income Tax Rate The following table presents a reconciliation of our income tax based on the U.S. federal statutory income tax rate and our effective income tax rate: Three Months Ended March 31, 2019 2018 (in thousands) Income tax expense at the U.S. federal statutory rate $ 292 21 % $ 1,195 21 % Amount attributable to partnership not subject to income tax (265 ) (19 )% (1,992 ) (35 )% Foreign income tax rate differential 23 2 % (198 ) (3 )% Other — — % 8 — % State income tax expense 3 — % 10 — % Change in valuation allowance 17 1 % 70 1 % Provision for (benefit from) income taxes $ 70 5 % $ (907 ) (16 )% We determined our year-to-date 2019 provision for income taxes using an estimated annual effective income tax rate of 5% on a consolidated basis for fiscal year 2019 . This rate incorporates the income tax applicable rates of the various domestic and foreign tax jurisdictions to which we are subject. Three Months Ended March 31, 2019 2018 (in thousands) Current income tax expense: State income tax expense $ 3 $ 10 Canadian federal and provincial income taxes expense 316 373 Total current income tax expense 319 383 Deferred income tax expense (benefit): U.S. federal income tax expense — 16 Canadian federal and provincial income taxes benefit (249 ) (1,306 ) Total change in deferred income taxes (249 ) (1,290 ) Provision for (benefit from) income taxes $ 70 $ (907 ) 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, 2019 U.S. Foreign Total (in thousands) Deferred income tax assets Property and equipment $ — $ 160 $ 160 Capital loss carryforwards — 432 432 Operating loss carryforwards 194 — 194 Deferred income tax liabilities Unbilled revenue — (279 ) (279 ) Prepaid expenses (10 ) — (10 ) Property and equipment — — — Valuation allowance (184 ) (432 ) (616 ) Deferred income tax liability, net $ — $ (119 ) $ (119 ) December 31, 2018 U.S. Foreign Total (in thousands) Deferred income tax assets Capital loss carryforwards $ — $ 432 $ 432 Operating loss carryforwards 183 — $ 183 Deferred income tax liabilities Unbilled revenue — (336 ) (336 ) Prepaid expenses (10 ) — (10 ) Property and equipment — (24 ) (24 ) Valuation allowance (173 ) (432 ) (605 ) Deferred income tax liability, net $ — $ (360 ) $ (360 ) We had a $0.9 million U.S. federal loss carryforward remaining as of March 31, 2019 and December 31, 2018 . Our U.S. federal loss carryforward was generated in 2018 and 2019 and does not expire under currently enacted tax law. Our Canadian loss carryforward was $4.3 million and $4.2 million as of March 31, 2019 and December 31, 2018 , respectively. A portion of our Canadian loss carryforward is for capital items that do not expire under currently enacted Canadian tax law, the remaining Canadian operating loss of $1.1 million will expire in 2034. We are subject to examination by the taxing authorities for the years ended December 31, 2017 , 2016 and 2015 . We did no t have any unrecognized income tax benefits or any income tax reserves for uncertain tax positions as of March 31, 2019 and December 31, 2018 . Refer to Note 19. Supplemental Cash Flow Information for information regarding amounts paid for income taxes. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2019 | |
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 derivative financial instruments 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 amount. The collar establishes a range where we will pay the counterparty if the one-month Overnight Index Swap, or OIS, rate falls below the established floor rate of 1.7% , and the counterparty will pay us if the one-month OIS rate exceeds the established ceiling rate of 2.5% . The collar settles monthly through the termination date in October 2022. No payments or receipts are exchanged on the interest rate collar contracts unless interest rates rise above or fall below the pre-determined ceiling or floor rates. Prior to February 2019, our interest rate collar contract discussed above was based on one-month LIBOR, which is being phased out by financial institutions in the United States. 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, 2019 December 31, 2018 (in thousands) Other current assets $ 42 $ 260 Other non-current assets — 335 Other non-current liabilities (120 ) — $ (78 ) $ 595 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, 2019 2018 (in thousands) Loss (gain) associated with derivative instruments $ 672 $ (1,024 ) 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 contracts for the periods indicated: At March 31, 2019 At December 31, 2018 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Collar Agreements Maturing in 2022 Ceiling $ 100,000,000 2.5 % $ 533 $ 1,238 Floor $ 100,000,000 1.7 % (611 ) (643 ) Total $ (78 ) $ 595 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, or ISDA, Master Agreement governs our financial contracts and include master netting agreements that allow the parties to our derivative contracts to elect net settlement in respect of all transactions under the agreements. The effect of the rights of offset are presented in the tables below as of the dates indicated. March 31, 2019 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 53 $ — $ — $ 480 $ 533 Effects of netting arrangements (11 ) — — (600 ) $ (611 ) Fair value of derivatives — net presentation $ 42 $ — $ — $ (120 ) $ (78 ) December 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 260 $ 978 $ — $ — $ 1,238 Effects of netting arrangements — — — (643 ) $ (643 ) Fair value of derivatives — net presentation $ 260 $ 978 $ — $ (643 ) $ 595 |
PARTNERS' CAPITAL
PARTNERS' CAPITAL | 3 Months Ended |
Mar. 31, 2019 | |
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. In February 2019 , pursuant to the terms set forth in our partnership agreement, the fourth and final vesting tranche of 38,750 Class A units vested and was converted into our common units. We determined that each vested Class A unit would receive one common unit at conversion based upon our distributions paid for the four preceding quarters. As a result, the final tranche of 38,750 Class A units were converted into 38,750 common units and no Class A units remain outstanding at March 31, 2019. Our Class A units were limited partner interests in us that entitled the holders to nonforfeitable distributions that were 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, were considered participating securities. Our Class A units did not have voting rights and vested in four equal annual installments over the four years following the consummation of our initial public offering, or IPO, only if we grew our annualized distributions each year. If we did not achieve positive distribution growth in any of those years, the Class A units that would otherwise vest for that year would be forfeited. The Class A units contained a conversion feature, which, upon vesting, provided for the conversion of the Class A units into common units based on a conversion factor that was 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 1.00 for the fourth vesting tranche. Our partnership agreement provides that, while any subordinated units remain outstanding, holders of our common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to our minimum quarterly distribution per unit, plus (with respect to the common units) any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. Subordinated units convert into common units on a one -for-one basis in separate sequential tranches. Each tranche is comprised of 20.0% of the subordinated units issued in conjunction with our IPO. 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 2019 , pursuant to the terms set forth in our partnership agreement, we converted the fourth 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 451,959 vested during the first three months of 2019 , of which 360,590 were converted into our common units after 162,533 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 18. 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, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
UNIT BASED COMPENSATION | UNIT BASED COMPENSATION Class A units Our Class A units vested annually over a four year period if established distribution growth target thresholds were met during each year of the four year vesting period. In February 2019 , pursuant to the terms set forth in our partnership agreement, the fourth and final 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 and no Class A units remain outstanding at March 31, 2019 . The following table presents the activity associated with our Class A units for the specified periods: Three Months Ended March 31, 2019 2018 Class A units outstanding at beginning of period 38,750 82,500 Vested (38,750 ) (38,750 ) Forfeited — (5,000 ) Class A units outstanding at end of period — 38,750 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, 2019 2018 (in thousands) Selling, general and administrative $ 14 $ 70 For the three months ended March 31, 2019 , we had no forfeitures of Class A units and forfeitures of 5,000 Class A units during the three months ended March 31, 2018 . We elected to account for actual forfeitures as they occurred rather than applying an estimated forfeiture rate when determining compensation expense. Each holder of a Class A unit was 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 no compensation expense for the three months ended March 31, 2019 , for distributions paid on Class A units that were forfeited. For the three months ended March 31, 2018 , we recognized compensation expense of $15 thousand for distributions paid on forfeited Class A units. Long-term Incentive Plan In 2019 and 2018 , the board of directors of our general partner, acting in its capacity as our general partner, approved the grant of 633,637 and 553,940 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under our A/R LTIP. At March 31, 2019 , we had 1,381,649 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, 2018 34,611 1,130,685 $ 11.19 Granted 37,139 544,857 $ 11.37 Vested (34,611 ) (417,348 ) $ 11.00 Forfeited — (2,859 ) $ 10.94 Phantom Unit awards at March 31, 2019 37,139 1,255,335 $ 11.34 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 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, 2018 11,348 29,265 $ 11.31 Granted 12,177 39,464 $ 11.37 Vested (11,348 ) — $ 11.55 Phantom Unit awards at March 31, 2019 12,177 68,729 $ 11.32 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 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 consultants, independent directors and 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. For the three months ended March 31, 2019 and 2018 , we recognized $1.4 million and $1.3 million , respectively, of compensation expense associated with outstanding Phantom Units. As of March 31, 2019 , we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $14.8 million , which we expect to recognize over a weighted average period of 3.02 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, 2019 2018 (in thousands) Equity-classified Phantom Units (1) $ 418 $ 388 Liability-classified Phantom Units 15 13 Total $ 433 $ 401 (1) For the three months ended March 31, 2019 and 2018 , we reclassified $7 thousand and $45 thousand , respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 (in thousands) Cash paid for income taxes $ 278 $ 182 Cash paid for interest $ 2,820 $ 2,291 Cash paid for operating leases (1) $ 1,538 $ — (1) Our adoption of ASC 842 was as of January 1, 2019. There is no comparable disclosure for the prior year under ASC 840. 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, 2019 2018 (in thousands) Loss associated with disposal of assets $ 8 $ 71 Amortization of deferred financing costs 450 215 $ 458 $ 286 Non-cash activities During the three months ended March 31, 2019, we had capital expenditures of $2.1 million for which payment had not been made included in accounts payable and accrued expenses. We recorded $17.3 million of right-of-use lease assets and the associated liabilities on our consolidated balance sheet as of January 1, 2019, representing non-cash activities resulting from our adoption and implementation of ASC 842, Leases. See Note 2. Recent Accounting Pronouncements and Note 7. Leases for further discussion. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Distribution to Partners On April 26, 2019 , the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a quarterly cash distribution payable of $0.3625 per unit, or $1.45 per unit on an annualized basis, for the three months ended March 31, 2019 . The distribution represents an increase of $0.0025 per unit, or 0.7% over the prior quarter distribution per unit, and is 26.1% over our minimum quarterly distribution per unit. The distribution will be paid on May 15, 2019 , to unitholders of record at the close of business on May 7, 2019 . The distribution will include payment of $5.4 million to our public common unitholders, an aggregate of $4.2 million to USDG as a holder of our common units and the sole owner of our subordinated units and $308 thousand to USD Partners GP LLC for its general partner interest and as holder of the IDR. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 , our results of operations for three months ended March 31, 2019 and 2018 , and our cash flows for the three months ended March 31, 2019 and 2018 . We derived our consolidated balance sheet as of December 31, 2018 from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . Our results of operations for three months ended March 31, 2019 and 2018 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, 2018 . |
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 Accounting for Nonemployee Unit based Compensation (ASU 2018-07) In June 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2018-07, or ASU 2018-07, which amends the Accounting Standards Codification, or ASC, Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The provisions of this standard specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. We adopted the provisions of ASU 2018-07 prospectively on January 1, 2019, which affected the method we used to value the phantom units we granted to our directors and consultants domiciled in the United States. In periods prior to our adoption of ASU 2018-07, we were required to revalue the outstanding phantom units granted to these individuals each reporting period. Pursuant to the requirements of ASU 2018-07 and under the provisions of ASC Topic 718, these phantom units are now valued at the grant date fair value, consistent with the method we use to value phantom units granted to employees that are domiciled in the United States. Leases (ASC 842) In February 2016, the FASB issued Accounting Standards Update No. 2016-02, or ASU 2016-02, which created ASC Topic 842 Leases, to require balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The standard also expanded the disclosure requirements for lessors with respect to their leasing activities. In July 2018, the FASB issued ASU 2018-11, to provide another transition method in addition to the existing transition method, allowing entities to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, the FASB has issued other Accounting Standards Updates to clarify application of the guidance in the original standard and to provide practical expedients for applying the standard, all of which are effective upon adoption. The pronouncement is effective for years beginning after December 15, 2018, and early adoption is permitted. We adopted the provisions of ASC 842 on January 1, 2019. This standard requires us to recognize right-of-use assets and lease liabilities on our consolidated balance sheet for identified property that is subject to operating lease agreements for which we are considered a lessee. We elected to adopt this standard by applying the additional transition method set forth in ASU 2018-11, whereby we implement the provisions of the new standard to our existing leases by recognizing and measuring lease assets and liabilities on our balance sheet as of January 1, 2019, as well as a cumulative-effect adjustment to the opening balances of Partners’ Capital. Consequently, our reporting of leases for the prior year continues to be provided in accordance with ASC Topic 840, which was effective during that period. We elected the package of practical expedients permitted under the transition guidance within ASC 842, which, among other things, allowed us to carry forward our historical lease classification without the need to re-evaluate such classification pursuant to the provisions of ASC 842. We determine the classification of our leases as operating, financing or sales-type leases based on the criteria set forth in ASC 842 that considers whether a lease is economically similar to the purchase of a nonfinancial asset. We have adopted as our accounting policy the definition of “substantially all” of the fair value of the underlying asset to mean 90% or greater and a “major part” of the remaining economic life to mean 75% or greater in performing our classification assessment. We exclude variable lease payments that are based on performance or use from our lease classification determination. We include the exercise price of a purchase option when reasonable certainty exists that we will exercise the option. We also include termination penalties unless it is reasonably certain that we will not exercise any option to terminate the lease, and therefore will not incur the penalty. Lastly, we also include any residual value guarantees that we provided to lessors in our classification determination. Our adoption of ASC 842 required us to recognize lease assets and lease liabilities for all leases where we are the lessee and present them on our balance sheet, which did not affect our consolidated statements of income, consolidated statement of cash flows or consolidated statements of partners' capital. Upon adoption we recognized a right-to-use lease asset and corresponding liability of $17.3 million on our consolidated balance sheet. Additionally, our adoption of ASC 842 did not affect our accounting for leases where we are the lessor. Lessee Accounting We effectively lease assets from third parties for use in our operations, which primarily include railcars, buildings, storage tanks, equipment, offices, railroad track and land. The general terms of our lease agreements require monthly payments in advance, in arrears or upon receipt, some of which include variable payments attributable to index-based rate escalations and freight associated with railcar returns. A majority of our leases do not include renewal options, or rights to early termination of the lease agreements. Additionally, our leases do not include residual value guarantees, nor do they impose any significant covenants or restrictions on us. As discussed below under Lessor Accounting, we effectively sublease all of our leased railcars to customers under terms similar to the terms of our lease agreements with the railcar manufacturing and finance companies from whom we lease the railcars. We also lease a storage tank from a third party provider of crude oil storage that we sublease to a customer of our Stroud terminal. We have elected as an accounting policy not to apply the recognition requirements of ASC 842 to short-term leases for all classes of assets underlying our leases. As a result, we recognize the lease payments we make as expense in our consolidated statements of income over the lease term, regardless of the underlying class of asset being leased. We define a short-term lease as a lease that at the commencement date has a term of 12 months or less and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. We deem a contract to be a lease when the terms of the agreement indicate we have the right to control the use of an identified asset for a period of time in exchange for consideration. We establish our right to control the use of an identified asset when the contract terms set forth our right to obtain substantially all of the economic benefits from use of the identified asset, or to direct its use throughout the contract period. We consider substantially all of the economic benefits to mean 90% or more of the utility of the identified asset. We have elected to apply the portfolio approach to account for our railcar leases due to our expectation that this method would not significantly differ from an individual lease approach. Additionally, we have elected to use the practical expedient that allows us not to separate amounts of contract consideration between lease and non-lease components. Non-lease components of our agreements include maintenance of property, common area costs such as cleaning and landscape services and reimbursement of the suppliers’ insurance, taxes or administrative costs. We determine the discount rate for our leases by estimating a borrowing rate we would pay on a collateralized basis over the term of the underlying lease, based on our creditworthiness and the interest rate environment at the time we enter into the lease. We establish our credit quality by performing a synthetic credit analysis based on operational, liquidity and solvency metrics, which are weighted to produce an estimated rating. We then develop an interest rate curve for various periods of time by applying an adjustment factor to the risk free rates as established from yields on U.S. Treasury securities. We utilize this interest rate curve to establish an approximate discount rate based upon the term of the underlying lease. We determine our right-of-use assets based on the initial measurement amount of the lease liability, as discussed below, increased by any prepayments that we make to the lessor at or before the lease commencement date and any initial direct costs we may incur, reduced by any incentive amounts we may receive. We measure our lease liabilities based upon the discounted present value of the payment amounts we expect to make over the noncancellable terms of the underlying leases. We exclude variable lease payments that are based on performance or use in our measurement of the right of use assets and liabilities. We include in our measurement of the right of use assets and lease liabilities the exercise price of purchase options when reasonable certainty exists that we will exercise the option and any termination penalties when reasonable certainty exists that we will exercise an option to terminate the lease. We also include any residual value guarantees provided to lessors to the extent that we consider the likelihood we will have to pay the lessor at the end of the lease term for a deficiency to be probable. Over the lease term, we amortize the right-of-use asset and record interest expense on the lease liability recorded at commencement of the lease. Our income statement recognition of the expense is dependent on whether the lease is classified as an operating, direct financing, or sales-type lease. We recognize amortization expense and interest expense associated with operating leases as a single item of expense in our consolidated statements of income. We recognize amortization expense and interest expense associated with any direct financing and sales-type leases as separate items of expense within our consolidated statements of income. We present all leases, where we are the lessee, on our balance sheet subject to the practical expedients we have elected and capitalization limitations we have established. Lessor Accounting We effectively lease railcars and storage tanks to customers of our terminalling facilities to meet their logistical needs for the movement of crude oil to refineries and market centers. The general terms of our lease agreements require monthly payments, some of which include variable payments attributable to index-based rate escalations and freight associated with railcar returns. Under the master service agreements for the railcars we lease, we also charge a fee for the various freight monitoring, scheduling, maintenance and related services we provide to customers that lease railcars from us, representing a non-lease component that we account for separately. Our storage tank leases contain standard renewal options for periods up to 12 months following the end of the initial lease term. Additionally, our storage tank leases include charges for blending and mixing services as well as pump over charges, representing non lease components that we account for separately. Our railcar master fleet services agreements and storage tank leases do not generally include rights to early termination of the agreements, nor do they include residual value guarantees. None of the customers on our railcar master fleet services agreements and storage tank leases have options to purchase the underlying assets. As discussed above under Lessee Accounting, we effectively sublease all of our leased railcars to customers under terms similar to the terms of our lease agreements with the railcar manufacturing and finance companies from whom we lease the railcars. We also lease a storage tank from a third party provider of crude oil storage that we sublease to a customer of our Stroud terminal. We deem a contract to be a lease when the terms of the agreement indicate we have transferred to another party the right to control the use of an identified asset for a period of time in exchange for consideration. We determine that we have transferred the right to control the use an identified asset when the contract terms set forth the rights of another party to obtain substantially all of the economic benefits from use of the identified asset, or to direct its use throughout the contract period. We consider substantially all of the economic benefits to mean 90% or more of the utility of the identified asset during the contract term. We allocate consideration in a contract between lease and non-lease components based upon the rates and terms that are specified in our agreements. We recognize revenue from fees we charge for freight services related to railcars and from fees we charge for blending, mixing and pump over charges related to our storage services pursuant to the requirements of ASC 606 as set forth in our Revenue Policy. We continue to depreciate property that we own and lease to third party customers in accordance with our standard depreciation policies. We record lease income typically on a straight-line basis over the lease term. Refer to Note 7. Leases for further discussion. 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. Pursuant to the provisions of ASU 2017-04, an entity will no longer 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. Rather, an entity will 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 cannot exceed the total amount of goodwill allocated to that reporting unit. The pronouncement is effective for fiscal years beginning after December 15, 2019, or for any interim impairment testing within those fiscal years and is required to be applied prospectively, with early adoption permitted. We do not expect to early adopt the provisions of this standard. 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. |
NET INCOME PER LIMITED PARTNE_2
NET INCOME PER LIMITED PARTNER INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Distribution Method to Limited and General Partners | The formula for distributing available cash as set forth in our partnership agreement is as follows: Distribution Targets Portion of Quarterly Distribution Per Unit Percentage Distributed to Limited Partners Percentage Distributed to General Partner (including IDRs) (1) Minimum Quarterly Distribution Up to $0.2875 98% 2% First Target Distribution > $0.2875 to $0.330625 98% 2% Second Target Distribution > $0.330625 to $0.359375 85% 15% Third Target Distribution > $0.359375 to $0.431250 75% 25% Thereafter Amounts above $0.431250 50% 50% (1) Assumes our general partner maintains a 2% general partner interest in us. |
Schedule of Earnings Per Share, Basic and Diluted | We determined basic and diluted net income per limited partner unit as set forth in the following tables: For the Three Months Ended March 31, 2019 Common Units Subordinated Units Class A (7) General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 1,054 $ 101 $ — $ 164 $ 1,319 Less: Distributable earnings (2) 9,273 795 — 317 10,385 Distributions in excess of earnings $ (8,219 ) $ (694 ) $ — $ (153 ) $ (9,066 ) Weighted average units outstanding (3) 23,060 3,255 22 461 26,798 Distributable earnings per unit (4) $ 0.40 $ 0.24 $ — Overdistributed earnings per unit (5) (0.36 ) (0.21 ) — Net income per limited partner unit (basic and diluted) (6) $ 0.04 $ 0.03 $ — (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 $141 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 $0.3625 per unit, or $1.45 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $469 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. (6) Our computation of net income per limited partner unit excludes the effects of 1,292,474 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. (7) In February 2019 , pursuant to the terms set forth in our partnership agreement, the fourth and final vesting tranche of 38,750 Class A units vested and were converted into Common units. Refer to Note 17. Partners Capital for more information. For the 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) (6) $ 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 paid 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 distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners Amended and Restated 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. (6) Our computation of net income per limited partner unit excludes the effects of 1,263,161 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenues | Additionally, the below tables summarize the geographic data for our revenues: Three Months Ended March 31, 2019 U.S. Canada Total (in thousands) Third party $ 8,720 $ 11,738 $ 20,458 Related party $ 2,374 $ 4,536 $ 6,910 Three Months Ended March 31, 2018 U.S. Canada Total (in thousands) Third party $ 11,697 $ 12,127 $ 23,824 Related party $ 1,211 $ 4,698 $ 5,909 |
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, 2019 are as follows for the periods indicated: For the nine months ending December 31, 2019 2020 2021 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 67,671 $ 65,720 $ 51,047 $ 60,242 $ 244,680 Fleet Services 772 1,030 1,016 1,308 4,126 Total $ 68,443 $ 66,750 $ 52,063 $ 61,550 $ 248,806 (1) The majority of our terminalling services agreements are denominated in Canadian dollars. We have converted the remaining performance obligations provided herein using the year-to-date average exchange rate of 0.7522 U.S. dollars per one Canadian dollar at March 31, 2019 . (2) Includes fixed monthly minimum commitment fees per contracts and excludes constrained variable consideration for rate-escalations associated with an index, such as the consumer price index, as well as any incremental revenue associated with volume activity above the minimum volumes set forth 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, 2019 : December 31, 2018 Cash Additions for Customer Prepayments Revenue Recognized March 31, 2019 (in thousands) Customer prepayments $ 2,921 $ 2,980 $ (2,921 ) $ 2,980 Customer prepayments — related party (1) $ 1,475 $ 1,506 $ (1,475 ) $ 1,506 (1) Includes contract liabilities associated with customer prepayments from related parties. Refer to Note 12. 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, 2019 | |
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, 2019 2018 (in thousands) Cash and cash equivalents $ 3,069 $ 6,359 Restricted Cash 5,655 4,978 Total cash, cash equivalents and restricted cash $ 8,724 $ 11,337 |
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, 2019 2018 (in thousands) Cash and cash equivalents $ 3,069 $ 6,359 Restricted Cash 5,655 4,978 Total cash, cash equivalents and restricted cash $ 8,724 $ 11,337 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Our property and equipment is comprised of the following as of the dates indicated: March 31, 2019 December 31, 2018 Estimated Depreciable Lives (Years) (in thousands) Land $ 10,063 $ 10,004 N/A Trackage and facilities 124,372 123,080 10-30 Pipeline 16,336 16,336 20-25 Equipment 16,580 16,455 3-20 Furniture 64 64 5-10 Total property and equipment 167,415 165,939 Accumulated depreciation (31,949 ) (29,479 ) Construction in progress (1) 11,169 8,848 Property and equipment, net $ 146,635 $ 145,308 (1) The amounts classified as “Construction in progress” are excluded from amounts being depreciated. These amounts represent property that is not yet ready to be placed into productive service as of the respective consolidated balance sheet date. We had $138 thousand of capitalized interest costs for the three months ended March 31, 2019 . |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Summary of lease cost | We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Three Months Ended March 31, 2019 Weighted-average discount rate 6.3 % Weighted average remaining lease term 3.3 years Our total lease cost consisted of the following items for the dates indicated: Three Months Ended March 31, 2019 (in thousands) Operating lease cost 1,484 Short term lease cost 47 Sublease income (1,333 ) Total $ 198 |
Future minimum rental commitments under noncancelable operating leases | The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancellable operating leases as of March 31, 2019 , (in thousands): 2019 $ 4,558 2020 5,269 2021 4,074 2022 3,787 2023 20 Total lease payments $ 17,708 Less: imputed interest (1,790 ) Present value of lease liabilities $ 15,918 |
Schedule of lease income | Three Months Ended March 31, 2019 (in thousands, except weighted average term) Lease income $ 2,295 Weighted average remaining lease term 3.3 years |
Schedule of operating lease income to be received | The maturity analysis below presents the undiscounted future minimum lease payments we expect to receive from customers each period for property they lease from us under noncancellable operating leases as of March 31, 2019 (in thousands): 2019 $ 6,307 2020 6,900 2021 5,753 2022 4,459 Total $ 23,419 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of identifiable intangible assets | The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: March 31, 2019 December 31, 2018 (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 (42,476 ) (39,328 ) Other (36 ) (33 ) Total accumulated amortization (42,512 ) (39,361 ) Total intangible assets, net $ 83,554 $ 86,705 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Our long-term debt balances included the following components as of the specified dates: March 31, 2019 December 31, 2018 (in thousands) Revolving Credit Facility 207,000 209,000 Less: Deferred financing costs, net (2,972 ) (3,419 ) Total long-term debt, net $ 204,028 $ 205,581 |
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, 2019 December 31, 2018 (in millions) Aggregate borrowing capacity under Credit Agreement $ 385.0 $ 385.0 Less: Revolving Credit Facility amounts outstanding 207.0 209.0 Letters of credit outstanding 0.6 0.6 Available under Credit Agreement (1) $ 177.4 $ 175.4 (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, 2019 2018 (in thousands) Interest expense on the Credit Agreement $ 2,875 $ 2,270 Capitalized interest on construction in progress (138 ) — Amortization of deferred financing costs 450 215 Total interest expense $ 3,187 $ 2,485 |
NONCONSOLIDATED VARIABLE INTE_2
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and December 31, 2018 , 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, 2019 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 11 $ — $ 1 Deferred revenue — 10 — $ 11 $ 10 $ 1 December 31, 2018 Total assets Total liabilities Maximum exposure to loss (in thousands) Accounts receivable $ 17 $ — $ 7 Deferred revenue — 10 — $ 17 $ 10 $ 7 |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Deferred Revenue, Current Portion - Related Party | Our related party revenues from USD and affiliates are presented in the following table for the indicated periods: Three Months Ended March 31, 2019 2018 (in thousands) Terminalling services — related party $ 5,638 $ 4,696 Fleet leases — related party 984 984 Fleet services — related party 227 227 Freight and other reimbursables — related party 61 2 $ 6,910 $ 5,909 We had the following amounts outstanding with USD and affiliates on our consolidated balance sheets as presented below in the following table for the indicated periods: March 31, 2019 December 31, 2018 (in thousands) Accounts receivable — related party $ 1,255 $ 624 Accounts payable — related party $ 85 $ 67 Other current and non-current assets — related party (1) $ 154 $ 174 Deferred revenue— related party (2) $ 1,916 $ 1,885 (1) Represents a contract asset associated with our lease agreement with USDM. (2) Represents deferred revenues associated with our terminalling and fleet services agreements with USD and affiliates for amounts we have collected from them for their prepaid leases and prepaid minimum volume commitment fees. |
Distributions Made to General and Limited Partner, by Distribution | During the three months ended March 31, 2019 , 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) January 31, 2019 February 11, 2019 February 19, 2019 $ 4,161 $ 285 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segment Data for Continuing Operations | Three Months Ended March 31, 2019 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 19,998 $ — $ — $ 19,998 Terminalling services — related party 5,638 — — 5,638 Fleet leases — related party — 984 — 984 Fleet services — 57 — 57 Fleet services — related party — 227 — 227 Freight and other reimbursables 298 105 — 403 Freight and other reimbursables — related party 7 54 — 61 Total revenues 25,941 1,427 — 27,368 Operating costs Subcontracted rail services 3,565 — — 3,565 Pipeline fees 5,061 — — 5,061 Freight and other reimbursables 305 159 — 464 Operating and maintenance 2,163 1,048 — 3,211 Selling, general and administrative 1,663 289 2,975 4,927 Depreciation and amortization 4,734 — — 4,734 Total operating costs 17,491 1,496 2,975 21,962 Operating income (loss) 8,450 (69 ) (2,975 ) 5,406 Interest expense — — 3,187 3,187 Loss associated with derivative instruments — — 672 672 Foreign currency transaction loss (gain) (41 ) 4 219 182 Other income, net (24 ) — — (24 ) Provision for income taxes 67 3 — 70 Net income (loss) $ 8,448 $ (76 ) $ (7,053 ) $ 1,319 Goodwill $ 33,589 $ — $ — $ 33,589 Three Months Ended March 31, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 22,005 $ — $ — 22,005 Terminalling services — related party 4,696 — — 4,696 Fleet leases — related party — 984 — 984 Fleet services — 344 — 344 Fleet services — related party — 227 — 227 Freight and other reimbursables 213 1,262 — 1,475 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 Freight and other reimbursables 215 1,262 — 1,477 Operating and maintenance 1,291 1,065 — 2,356 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 Goodwill $ 33,589 $ — $ — $ 33,589 |
Reconciliation of Adjusted EBITDA to Loss from Continuing Operations | The following tables present the computation of Segment Adjusted EBITDA for each of our segments for the periods indicated: Three Months Ended March 31, Terminalling Services Segment 2019 2018 (in thousands) Net income $ 8,448 $ 10,619 Interest income (7 ) — Depreciation and amortization 4,734 5,276 Provision for (benefit from) income taxes 67 (935 ) Foreign currency transaction loss (gain) (1) (41 ) 31 Loss associated with disposal of assets 8 71 Other income (17 ) — Non-cash contract asset (2) (51 ) (51 ) Segment Adjusted EBITDA $ 13,141 $ 15,011 (1) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. (2) Represents the change in non-cash contract assets associated with revenue recognized in advance at blended rates based on the escalation clauses in certain of our customer contracts. Refer to Note 4. Revenues — Contract Assets for more information. Three Months Ended March 31, Fleet Services Segment 2019 2018 (in thousands) Net income (loss) $ (76 ) $ 141 Provision for income taxes 3 28 Foreign currency transaction loss (gain) (1) 4 (4 ) Segment Adjusted EBITDA (69 ) 165 (1) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents a reconciliation of our income tax based on the U.S. federal statutory income tax rate and our effective income tax rate: Three Months Ended March 31, 2019 2018 (in thousands) Income tax expense at the U.S. federal statutory rate $ 292 21 % $ 1,195 21 % Amount attributable to partnership not subject to income tax (265 ) (19 )% (1,992 ) (35 )% Foreign income tax rate differential 23 2 % (198 ) (3 )% Other — — % 8 — % State income tax expense 3 — % 10 — % Change in valuation allowance 17 1 % 70 1 % Provision for (benefit from) income taxes $ 70 5 % $ (907 ) (16 )% |
Schedule of Components of Income Tax Expense (Benefit) | We determined our year-to-date 2019 provision for income taxes using an estimated annual effective income tax rate of 5% on a consolidated basis for fiscal year 2019 . This rate incorporates the income tax applicable rates of the various domestic and foreign tax jurisdictions to which we are subject. Three Months Ended March 31, 2019 2018 (in thousands) Current income tax expense: State income tax expense $ 3 $ 10 Canadian federal and provincial income taxes expense 316 373 Total current income tax expense 319 383 Deferred income tax expense (benefit): U.S. federal income tax expense — 16 Canadian federal and provincial income taxes benefit (249 ) (1,306 ) Total change in deferred income taxes (249 ) (1,290 ) Provision for (benefit from) income taxes $ 70 $ (907 ) |
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, 2019 U.S. Foreign Total (in thousands) Deferred income tax assets Property and equipment $ — $ 160 $ 160 Capital loss carryforwards — 432 432 Operating loss carryforwards 194 — 194 Deferred income tax liabilities Unbilled revenue — (279 ) (279 ) Prepaid expenses (10 ) — (10 ) Property and equipment — — — Valuation allowance (184 ) (432 ) (616 ) Deferred income tax liability, net $ — $ (119 ) $ (119 ) December 31, 2018 U.S. Foreign Total (in thousands) Deferred income tax assets Capital loss carryforwards $ — $ 432 $ 432 Operating loss carryforwards 183 — $ 183 Deferred income tax liabilities Unbilled revenue — (336 ) (336 ) Prepaid expenses (10 ) — (10 ) Property and equipment — (24 ) (24 ) Valuation allowance (173 ) (432 ) (605 ) Deferred income tax liability, net $ — $ (360 ) $ (360 ) |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 (in thousands) Other current assets $ 42 $ 260 Other non-current assets — 335 Other non-current liabilities (120 ) — $ (78 ) $ 595 |
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, 2019 2018 (in thousands) Loss (gain) associated with derivative instruments $ 672 $ (1,024 ) |
Schedule of Derivative Instruments | The following table presents summarized information about the fair values of our outstanding interest rate contracts for the periods indicated: At March 31, 2019 At December 31, 2018 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Collar Agreements Maturing in 2022 Ceiling $ 100,000,000 2.5 % $ 533 $ 1,238 Floor $ 100,000,000 1.7 % (611 ) (643 ) Total $ (78 ) $ 595 |
Offsetting Assets | The effect of the rights of offset are presented in the tables below as of the dates indicated. March 31, 2019 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 53 $ — $ — $ 480 $ 533 Effects of netting arrangements (11 ) — — (600 ) $ (611 ) Fair value of derivatives — net presentation $ 42 $ — $ — $ (120 ) $ (78 ) December 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 260 $ 978 $ — $ — $ 1,238 Effects of netting arrangements — — — (643 ) $ (643 ) Fair value of derivatives — net presentation $ 260 $ 978 $ — $ (643 ) $ 595 |
Offsetting Liabilities | The effect of the rights of offset are presented in the tables below as of the dates indicated. March 31, 2019 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 53 $ — $ — $ 480 $ 533 Effects of netting arrangements (11 ) — — (600 ) $ (611 ) Fair value of derivatives — net presentation $ 42 $ — $ — $ (120 ) $ (78 ) December 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 260 $ 978 $ — $ — $ 1,238 Effects of netting arrangements — — — (643 ) $ (643 ) Fair value of derivatives — net presentation $ 260 $ 978 $ — $ (643 ) $ 595 |
UNIT BASED COMPENSATION (Tables
UNIT BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 (in thousands) Selling, general and administrative $ 14 $ 70 |
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, 2018 34,611 1,130,685 $ 11.19 Granted 37,139 544,857 $ 11.37 Vested (34,611 ) (417,348 ) $ 11.00 Forfeited — (2,859 ) $ 10.94 Phantom Unit awards at March 31, 2019 37,139 1,255,335 $ 11.34 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 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, 2018 11,348 29,265 $ 11.31 Granted 12,177 39,464 $ 11.37 Vested (11,348 ) — $ 11.55 Phantom Unit awards at March 31, 2019 12,177 68,729 $ 11.32 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 |
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, 2019 2018 (in thousands) Equity-classified Phantom Units (1) $ 418 $ 388 Liability-classified Phantom Units 15 13 Total $ 433 $ 401 (1) For the three months ended March 31, 2019 and 2018 , we reclassified $7 thousand and $45 thousand , respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
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, 2019 2018 Class A units outstanding at beginning of period 38,750 82,500 Vested (38,750 ) (38,750 ) Forfeited — (5,000 ) Class A units outstanding at end of period — 38,750 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 (in thousands) Cash paid for income taxes $ 278 $ 182 Cash paid for interest $ 2,820 $ 2,291 Cash paid for operating leases (1) $ 1,538 $ — (1) Our adoption of ASC 842 was as of January 1, 2019. There is no comparable disclosure for the prior year under ASC 840. 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, 2019 2018 (in thousands) Loss associated with disposal of assets $ 8 $ 71 Amortization of deferred financing costs 450 215 $ 458 $ 286 |
RECENT ACCOUNTING PROUNOUNCEM_2
RECENT ACCOUNTING PROUNOUNCEMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 15,581 | |
Present value of lease liabilities | $ 15,918 | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 17,300 | |
Present value of lease liabilities | $ 17,300 |
NET INCOME PER LIMITED PARTNE_3
NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Distribution Method to Limited and General Partners (Details) | 3 Months Ended |
Mar. 31, 2019$ / 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 PARTNE_4
NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Limited Partners' Capital Account [Line Items] | |||
Net income attributable to general and limited partner interests in USD Partners LP | $ 1,319 | $ 6,600 | |
Less: Distributable earnings | 10,385 | 9,904 | |
Distributions in excess of earnings | $ (9,066) | $ (3,304) | |
Weighted average units outstanding (in shares) | 26,798,000 | 26,467,000 | |
Partners share targeted year-to-date distribution amount (USD per share) | $ 0.3625 | $ 0.3525 | |
Partners' annual distribution amount per share (USD per share) | $ 1.45 | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,292,474 | 1,263,161 | |
Targeted annual distribution amount (USD per share) | $ 1.15 | $ 1.41 | |
Phantom Share Units (PSUs) | |||
Limited Partners' Capital Account [Line Items] | |||
Equity-classified phantom units | $ 441 | ||
Distributable amount | $ 469 | ||
Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Weighted average units outstanding (in shares) | 23,060,000 | 20,597,000 | |
Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Weighted average units outstanding (in shares) | 3,255,000 | 5,348,000 | |
Limited Partner | Common Units | |||
Limited Partners' Capital Account [Line Items] | |||
Net income attributable to general and limited partner interests in USD Partners LP | $ 1,054 | $ 5,095 | |
Less: Distributable earnings | 9,273 | 8,089 | |
Distributions in excess of earnings | $ (8,219) | $ (2,994) | |
Weighted average units outstanding (in shares) | 23,060,000 | 20,597,000 | |
Distributable earnings per unit (USD per share) | $ 0.40 | $ 0.39 | |
Overdistributed earnings per unit (USD per share) | (0.36) | (0.15) | |
Net income per limited partner unit (basic and diluted) (USD per share) | $ 0.04 | $ 0.24 | |
Equity-classified phantom units | $ 8,255 | $ 7,126 | |
Limited Partner | Subordinated Units | |||
Limited Partners' Capital Account [Line Items] | |||
Net income attributable to general and limited partner interests in USD Partners LP | 101 | 1,290 | |
Less: Distributable earnings | 795 | 1,544 | |
Distributions in excess of earnings | $ (694) | $ (254) | |
Distributable earnings per unit (USD per share) | $ 0.24 | $ 0.29 | |
Overdistributed earnings per unit (USD per share) | (0.21) | (0.05) | |
Net income per limited partner unit (basic and diluted) (USD per share) | $ 0.03 | $ 0.24 | |
Equity-classified phantom units | $ 1,572 | $ 2,291 | |
Limited Partner | Class A Units | |||
Limited Partners' Capital Account [Line Items] | |||
Net income attributable to general and limited partner interests in USD Partners LP | 0 | 14 | |
Less: Distributable earnings | 0 | 14 | |
Distributions in excess of earnings | $ 0 | $ 0 | |
Weighted average units outstanding (in shares) | 22,000 | 61,000 | |
Distributable earnings per unit (USD per share) | $ 0 | $ 0.23 | |
Overdistributed earnings per unit (USD per share) | 0 | 0 | |
Net income per limited partner unit (basic and diluted) (USD per share) | $ 0 | $ 0.23 | |
Equity-classified phantom units | $ 14 | $ 28 | |
Vested (in shares) | 38,750 | 38,750 | 38,750 |
General Partner | |||
Limited Partners' Capital Account [Line Items] | |||
Net income attributable to general and limited partner interests in USD Partners LP | $ 164 | $ 201 | |
Less: Distributable earnings | 317 | 257 | |
Distributions in excess of earnings | $ (153) | $ (56) | |
Weighted average units outstanding (in shares) | 461,000 | 461,000 | |
Equity-classified phantom units | $ 292 | $ 244 | |
General Partner | Incentive Distribution Rights | |||
Limited Partners' Capital Account [Line Items] | |||
Equity-classified phantom units | $ 141 | $ 87 |
REVENUES (Details)
REVENUES (Details) $ in Thousands | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($)segment |
Disaggregation of Revenue [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Contract duration | one year or less | ||
Contract with customer asset | $ 205 | $ 68 | $ 205 |
Contract with customer, asset | 86 | 171 | 86 |
Deferred revenue | 2,980 | 2,921 | 2,980 |
Contract liabilities with related party customers | 1,500 | 1,500 | 2,980 |
Deferred revenue | 2,980 | 2,921 | 2,980 |
Related party | |||
Disaggregation of Revenue [Line Items] | |||
Contract liabilities with related party customers | 1,506 | ||
Deferred revenue | 1,506 | 1,475 | 1,506 |
Related party | Fleet Leases | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 400 | $ 400 | $ 400 |
REVENUES - Schedule of Geograph
REVENUES - Schedule of Geographic Data of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 20,458 | $ 23,824 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,720 | 11,697 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 11,738 | 12,127 |
Related party | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 6,910 | 5,909 |
Related party | U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,374 | 1,211 |
Related party | Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 4,536 | $ 4,698 |
REVENUES - Schedule of Remainin
REVENUES - Schedule of Remaining Performance Obligation (Details) $ in Thousands | Mar. 31, 2019USD ($)$ / $ |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Exchange Rate (USD per CAD) | $ / $ | 0.7522 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | 9 months |
Remaining performance obligation | $ 68,443 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | 1 year |
Remaining performance obligation | $ 66,750 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | 1 year |
Remaining performance obligation | $ 52,063 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | |
Remaining performance obligation | $ 61,550 |
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 | $ 248,806 |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | 9 months |
Remaining performance obligation | $ 67,671 |
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] | |
Performance obligation expected to be satisfied, expected timing | 1 year |
Remaining performance obligation | $ 65,720 |
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] | |
Performance obligation expected to be satisfied, expected timing | 1 year |
Remaining performance obligation | $ 51,047 |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | |
Remaining performance obligation | $ 60,242 |
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 | $ 244,680 |
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | 9 months |
Remaining performance obligation | $ 772 |
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] | |
Performance obligation expected to be satisfied, expected timing | 1 year |
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] | |
Performance obligation expected to be satisfied, expected timing | 1 year |
Remaining performance obligation | $ 1,016 |
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation expected to be satisfied, expected timing | |
Remaining performance obligation | $ 1,308 |
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 | $ 4,126 |
REVENUES - Schedule of Change i
REVENUES - Schedule of Change in Customer Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 |
Change In Contract With Customer Liability [Roll Forward] | |||
December 31, 2018 | $ 2,921 | ||
Cash Additions for Customer Prepayments | $ 1,500 | $ 1,500 | 2,980 |
Revenue Recognized | (2,921) | ||
March 31, 2019 | 2,980 | 2,921 | 2,980 |
Related party | |||
Change In Contract With Customer Liability [Roll Forward] | |||
December 31, 2018 | 1,475 | ||
Cash Additions for Customer Prepayments | 1,506 | ||
Revenue Recognized | (1,475) | ||
March 31, 2019 | $ 1,506 | $ 1,475 | $ 1,506 |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 3,069 | $ 6,439 | $ 6,359 | |
Restricted Cash | 5,655 | 5,944 | 4,978 | |
Total cash, cash equivalents and restricted cash | $ 8,724 | $ 12,383 | $ 11,337 | $ 13,788 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 167,415 | $ 165,939 | |
Accumulated depreciation | (31,949) | (29,479) | |
Construction in progress | 11,169 | 8,848 | |
Property and equipment, net | 146,635 | 145,308 | |
Capitalized interest | 138 | $ 0 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 10,063 | 10,004 | |
Trackage and facilities | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 124,372 | 123,080 | |
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 | $ 16,580 | 16,455 | |
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 | 20 years | ||
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 64 | $ 64 | |
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 Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 1,600 | $ 2,100 |
Revision of estimated cash flows related to asset retirement obligation | 560 | |
ARO | $ 200 |
LEASES (Details)
LEASES (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Weighted average discount rate, percent | 6.30% |
Weighted average remaining lease term | 3 years 4 months |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,484 |
Short term lease cost | 47 |
Sublease income | (1,333) |
Total | $ 198 |
LEASES - Future payments (Detai
LEASES - Future payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 4,558 |
2020 | 5,269 |
2021 | 4,074 |
2022 | 3,787 |
2023 | 20 |
Present value of lease liabilities | 17,708 |
Less: imputed interest | (1,790) |
Present value of lease liabilities | $ 15,918 |
LEASES - Lease Income Informati
LEASES - Lease Income Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Lease income | $ 2,295 |
Weighted average remaining lease term | 3 years 4 months |
LEASES - Future Lease Income (D
LEASES - Future Lease Income (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 6,307 |
2020 | 6,900 |
2021 | 5,753 |
2022 | 4,459 |
Total | $ 23,419 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Carrying amount: | ||
Total carrying amount | $ 126,066 | $ 126,066 |
Accumulated amortization: | ||
Total accumulated amortization | (42,512) | (39,361) |
Total intangible assets, net | 83,554 | 86,705 |
Customer service agreements | ||
Carrying amount: | ||
Total carrying amount | 125,960 | 125,960 |
Accumulated amortization: | ||
Total accumulated amortization | (42,476) | (39,328) |
Other | ||
Carrying amount: | ||
Total carrying amount | 106 | 106 |
Accumulated amortization: | ||
Total accumulated amortization | $ (36) | $ (33) |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 3.2 | $ 3.2 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - Credit Facility - Secured Debt | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019USD ($)matuirty_date_extension | Dec. 31, 2018USD ($) | Nov. 01, 2018USD ($) | Mar. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 385,000,000 | $ 385,000,000 | $ 400,000,000 | |
Term of agreement | 4 years | |||
Number of maturity date extensions | matuirty_date_extension | 2 | |||
Period of extension of maturity date | 1 year | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 300,000,000 | |||
Line of credit facility, accordion feature, higher borrowing capacity option | $ 500,000,000 | |||
Average interest rate | 5.00% | 4.86% | ||
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, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total long-term debt, net | $ 204,028 | $ 205,581 |
Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Less: Deferred financing costs, net | (2,972) | (3,419) |
Revolving Credit Facility | Secured Debt | Credit Facility | ||
Debt Instrument [Line Items] | ||
Facility amounts outstanding | $ 207,000 | $ 209,000 |
DEBT - Schedule of Line of Cred
DEBT - Schedule of Line of Credit Facilities (Details) - Secured Debt - Credit Facility | 3 Months Ended | |||
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 01, 2018USD ($) | Mar. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | ||||
Aggregate borrowing capacity under Credit Agreement | $ 385,000,000 | $ 385,000,000 | $ 400,000,000 | |
Available under Credit Agreement | $ 177,400,000 | 175,400,000 | ||
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 | $ 207,000,000 | 209,000,000 | ||
Letters of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Term Loan Facility amounts outstanding | $ 600,000 | $ 600,000 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Interest expense on the Credit Agreement | $ 2,875 | $ 2,270 |
Capitalized interest on construction in progress | (138) | 0 |
Amortization of deferred financing costs | 450 | 215 |
Interest expense | $ 3,187 | $ 2,485 |
COLLABORATIVE ARRANGEMENT - Nar
COLLABORATIVE ARRANGEMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Pipeline fees | ||
Disaggregation of Revenue [Line Items] | ||
Operating costs | $ 5,061 | $ 5,724 |
NONCONSOLIDATED VARIABLE INTE_3
NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Details) - Variable Interest Entity, Not Primary Beneficiary $ in Thousands | Mar. 31, 2019USD ($)railcar | Dec. 31, 2018USD ($) |
Variable Interest Entity [Line Items] | ||
Total assets | $ 11 | $ 17 |
Total liabilities | 10 | 10 |
Maximum exposure to loss | $ 1 | 7 |
Number of railcars with payment and performance obligations | railcar | 1,483 | |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total assets | $ 11 | 17 |
Total liabilities | 0 | 0 |
Maximum exposure to loss | 1 | 7 |
Deferred revenue | ||
Variable Interest Entity [Line Items] | ||
Total assets | 0 | 0 |
Total liabilities | 10 | 10 |
Maximum exposure to loss | $ 0 | $ 0 |
TRANSACTIONS WITH RELATED PAR_3
TRANSACTIONS WITH RELATED PARTIES - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2019USD ($)shares | Jan. 31, 2019railcar | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017shares | |
Related Party Transaction [Line Items] | ||||||
Selling, general and administrative costs | $ | $ 2,477 | $ 2,994 | ||||
Accounts payable and accrued expenses — related party | $ | $ 1,179 | 1,179 | $ 460 | |||
Stroud Terminal | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of control of terminal capacity | 25.00% | |||||
USDM | Marketing Services Agreement | Subsidiaries | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement term | 6 months | |||||
Automatic renewal period | 6 months | |||||
Number of railcars leased | railcar | 200 | |||||
USDG | Omnibus Agreement | Limited Partner | ||||||
Related Party Transaction [Line Items] | ||||||
Selling, general and administrative costs | $ | 2,500 | $ 1,800 | ||||
Accounts payable and accrued expenses — related party | $ | $ 1,100 | $ 1,100 | $ 400 | |||
USDG | Limited Partner | ||||||
Related Party Transaction [Line Items] | ||||||
Limited partner interest, percentage | 42.90% | |||||
USD Partners GP LLC | General Partner | ||||||
Related Party Transaction [Line Items] | ||||||
General partner interest (as percent) | 1.70% | |||||
General Partner | ||||||
Related Party Transaction [Line Items] | ||||||
Partners' capital account (in units) | 461,136 | 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 | 461,136 | ||||
General partner interest (as percent) | 2.00% | |||||
Common Units | Limited Partner | ||||||
Related Party Transaction [Line Items] | ||||||
Partners' capital account (in units) | 24,408,073 | 24,408,073 | 21,914,224 | 21,916,024 | 19,537,971 | |
Common Units | Limited Partner | USDG | ||||||
Related Party Transaction [Line Items] | ||||||
Partners' capital account (in units) | 9,464,381 | 9,464,381 | ||||
Units pledged as collateral (in units) | 10,000,000 | 10,000,000 | ||||
Subordinated Units | Limited Partner | ||||||
Related Party Transaction [Line Items] | ||||||
Partners' capital account (in units) | 2,092,709 | 2,092,709 | 4,185,418 | 4,185,418 | 6,278,127 | |
Subordinated Units | Limited Partner | USDG | ||||||
Related Party Transaction [Line Items] | ||||||
Partners' capital account (in units) | 2,092,709 | 2,092,709 |
TRANSACTIONS WITH RELATED PAR_4
TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Accounts receivable — related party | $ 1,255 | $ 624 | |
Lease revenues | Terminalling and Fleets Services Agreements | |||
Related Party Transaction [Line Items] | |||
Other current and non-current assets — related party | 154 | 174 | |
Customer prepayments, current position | Terminalling and Fleets Services Agreements | |||
Related Party Transaction [Line Items] | |||
Deferred revenue— related party | 1,916 | 1,885 | |
USD Marketing | Related party | |||
Related Party Transaction [Line Items] | |||
Related party | 6,910 | $ 5,909 | |
USD Marketing | Terminalling services — related party | Related party | |||
Related Party Transaction [Line Items] | |||
Related party | 5,638 | 4,696 | |
USD Marketing | Fleet leases — related party | Related party | |||
Related Party Transaction [Line Items] | |||
Related party | 984 | 984 | |
USD Marketing | Fleet services — related party | Related party | |||
Related Party Transaction [Line Items] | |||
Related party | 227 | 227 | |
USD Marketing | Freight and other reimbursables — related party | Related party | |||
Related Party Transaction [Line Items] | |||
Related party | 61 | $ 2 | |
USD Marketing | Lease revenues | Terminalling and Fleets Services Agreements | |||
Related Party Transaction [Line Items] | |||
Accounts receivable — related party | 1,255 | 624 | |
Accounts payable — related party | $ 85 | $ 67 |
TRANSACTIONS WITH RELATED PAR_5
TRANSACTIONS WITH RELATED PARTIES - Schedule of Cash Distributions (Details) $ in Thousands | Feb. 19, 2019USD ($) |
USDG | |
Related Party Transaction [Line Items] | |
Amount Paid to USDG | $ 4,161 |
USD Group LLC | |
Related Party Transaction [Line Items] | |
Amount Paid to USD Partners GP LLC | $ 285 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
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, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenues | |||
Revenues | $ 20,458 | $ 23,824 | |
Total revenues | 27,368 | 29,733 | |
Operating costs | |||
Operating and maintenance | 3,211 | 2,356 | |
Selling, general and administrative | 4,927 | 4,824 | |
Depreciation and amortization | 4,734 | 5,276 | |
Total operating costs | 21,962 | 22,719 | |
Operating income | 5,406 | 7,014 | |
Interest expense | 3,187 | 2,485 | |
Loss associated with derivative instruments | 672 | (1,024) | |
Foreign currency transaction loss (gain) | 182 | (211) | |
Other income, net | (24) | 71 | |
Provision for (benefit from) income taxes | 70 | (907) | |
Net income | 1,319 | 6,600 | |
Goodwill | 33,589 | 33,589 | $ 33,589 |
Related party | |||
Revenues | |||
Revenues | 6,910 | 5,909 | |
Fleet leases | 984 | 984 | |
Fleet services | |||
Operating costs | |||
Foreign currency transaction loss (gain) | 4 | (4) | |
Provision for (benefit from) income taxes | 3 | 28 | |
Operating Segments | Terminalling services | |||
Revenues | |||
Total revenues | 25,941 | 26,916 | |
Operating costs | |||
Operating and maintenance | 2,163 | 1,291 | |
Selling, general and administrative | 1,663 | 1,562 | |
Depreciation and amortization | 4,734 | 5,276 | |
Total operating costs | 17,491 | 17,130 | |
Operating income | 8,450 | 9,786 | |
Interest expense | 0 | 0 | |
Loss associated with derivative instruments | 0 | 0 | |
Foreign currency transaction loss (gain) | (41) | 31 | |
Other income, net | (24) | 71 | |
Provision for (benefit from) income taxes | 67 | (935) | |
Net income | 8,448 | 10,619 | |
Goodwill | 33,589 | 33,589 | |
Operating Segments | Terminalling services | Related party | |||
Revenues | |||
Fleet leases | 0 | 0 | |
Operating Segments | Fleet services | |||
Revenues | |||
Total revenues | 1,427 | 2,817 | |
Operating costs | |||
Operating and maintenance | 1,048 | 1,065 | |
Selling, general and administrative | 289 | 325 | |
Depreciation and amortization | 0 | 0 | |
Total operating costs | 1,496 | 2,652 | |
Operating income | (69) | 165 | |
Interest expense | 0 | 0 | |
Loss associated with derivative instruments | 0 | 0 | |
Foreign currency transaction loss (gain) | 4 | (4) | |
Other income, net | 0 | 0 | |
Provision for (benefit from) income taxes | 3 | 28 | |
Net income | (76) | 141 | |
Goodwill | 0 | 0 | |
Operating Segments | Fleet services | Related party | |||
Revenues | |||
Fleet leases | 984 | 984 | |
Corporate | |||
Revenues | |||
Total revenues | 0 | 0 | |
Operating costs | |||
Operating and maintenance | 0 | 0 | |
Selling, general and administrative | 2,975 | 2,937 | |
Depreciation and amortization | 0 | 0 | |
Total operating costs | 2,975 | 2,937 | |
Operating income | (2,975) | (2,937) | |
Interest expense | 3,187 | 2,485 | |
Loss associated with derivative instruments | 672 | (1,024) | |
Foreign currency transaction loss (gain) | 219 | (238) | |
Other income, net | 0 | 0 | |
Provision for (benefit from) income taxes | 0 | 0 | |
Net income | (7,053) | (4,160) | |
Goodwill | 0 | 0 | |
Corporate | Related party | |||
Revenues | |||
Fleet leases | 0 | 0 | |
Terminalling services | |||
Revenues | |||
Revenues | 19,998 | 22,005 | |
Terminalling services | Related party | |||
Revenues | |||
Revenues | 5,638 | 4,696 | |
Terminalling services | Operating Segments | Terminalling services | |||
Revenues | |||
Revenues | 19,998 | 22,005 | |
Terminalling services | Operating Segments | Terminalling services | Related party | |||
Revenues | |||
Revenues | 5,638 | 4,696 | |
Terminalling services | Corporate | |||
Revenues | |||
Revenues | 0 | 0 | |
Terminalling services | Corporate | Related party | |||
Revenues | |||
Revenues | 0 | 0 | |
Fleet services | |||
Revenues | |||
Revenues | 57 | 344 | |
Fleet services | Related party | |||
Revenues | |||
Revenues | 227 | 227 | |
Fleet services | Operating Segments | Fleet services | |||
Revenues | |||
Revenues | 57 | 344 | |
Fleet services | Operating Segments | Fleet services | Related party | |||
Revenues | |||
Revenues | 227 | 227 | |
Fleet services | Corporate | |||
Revenues | |||
Revenues | 0 | 0 | |
Fleet services | Corporate | Related party | |||
Revenues | |||
Revenues | 0 | 0 | |
Freight and other reimbursables | |||
Revenues | |||
Revenues | 403 | 1,475 | |
Operating costs | |||
Operating costs | 464 | 1,477 | |
Freight and other reimbursables | Related party | |||
Revenues | |||
Revenues | 61 | 2 | |
Freight and other reimbursables | Operating Segments | Terminalling services | |||
Revenues | |||
Revenues | 298 | 213 | |
Operating costs | |||
Operating costs | 305 | 215 | |
Freight and other reimbursables | Operating Segments | Terminalling services | Related party | |||
Revenues | |||
Revenues | 7 | 2 | |
Freight and other reimbursables | Operating Segments | Fleet services | |||
Revenues | |||
Revenues | 105 | 1,262 | |
Operating costs | |||
Operating costs | 159 | 1,262 | |
Freight and other reimbursables | Operating Segments | Fleet services | Related party | |||
Revenues | |||
Revenues | 54 | 0 | |
Freight and other reimbursables | Corporate | |||
Revenues | |||
Revenues | 0 | 0 | |
Operating costs | |||
Operating costs | 0 | 0 | |
Freight and other reimbursables | Corporate | Related party | |||
Revenues | |||
Revenues | 0 | 0 | |
Subcontracted rail services | |||
Operating costs | |||
Operating costs | 3,565 | 3,062 | |
Subcontracted rail services | Operating Segments | Terminalling services | |||
Operating costs | |||
Operating costs | 3,565 | 3,062 | |
Subcontracted rail services | Operating Segments | Fleet services | |||
Operating costs | |||
Operating costs | 0 | 0 | |
Subcontracted rail services | Corporate | |||
Operating costs | |||
Operating costs | 0 | 0 | |
Pipeline fees | |||
Operating costs | |||
Operating costs | 5,061 | 5,724 | |
Pipeline fees | Operating Segments | Terminalling services | |||
Operating costs | |||
Operating costs | 5,061 | 5,724 | |
Pipeline fees | Operating Segments | Fleet services | |||
Operating costs | |||
Operating costs | 0 | 0 | |
Pipeline fees | Corporate | |||
Operating costs | |||
Operating costs | $ 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, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net Income (Loss) | $ 1,319 | $ 6,600 |
Depreciation and amortization | 4,734 | 5,276 |
Provision for (benefit from) income taxes | 70 | (907) |
Foreign currency transaction loss (gain) | 182 | (211) |
Fleet services | ||
Segment Reporting Information [Line Items] | ||
Provision for (benefit from) income taxes | 3 | 28 |
Foreign currency transaction loss (gain) | 4 | (4) |
Segment Adjusted EBITDA | (69) | 165 |
Operating Segments | Terminalling services | ||
Segment Reporting Information [Line Items] | ||
Net Income (Loss) | 8,448 | 10,619 |
Interest income | (7) | 0 |
Depreciation and amortization | 4,734 | 5,276 |
Provision for (benefit from) income taxes | 67 | (935) |
Foreign currency transaction loss (gain) | (41) | 31 |
Loss associated with disposal of assets | 8 | 71 |
Other income | (17) | 0 |
Non-cash contract asset | (51) | (51) |
Segment Adjusted EBITDA | 13,141 | 15,011 |
Operating Segments | Fleet services | ||
Segment Reporting Information [Line Items] | ||
Net Income (Loss) | (76) | 141 |
Depreciation and amortization | 0 | 0 |
Provision for (benefit from) income taxes | 3 | 28 |
Foreign currency transaction loss (gain) | 4 | (4) |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Net Income (Loss) | (7,053) | (4,160) |
Depreciation and amortization | 0 | 0 |
Provision for (benefit from) income taxes | 0 | 0 |
Foreign currency transaction loss (gain) | $ 219 | $ (238) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 5.00% | (16.00%) | |
Income (loss) | $ 1,389,000 | $ 5,693,000 | |
Unrecognized tax benefits | 0 | $ 0 | |
Canada | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 4,300,000 | 4,200,000 | |
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% | |
Canada Revenue Agency | |||
Operating Loss Carryforwards [Line Items] | |||
Federal and provincial income tax rate (as percent) | 27.00% | 27.00% | |
Subsidiaries | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) | $ 100,000 | $ (300,000) | |
Subsidiaries | U.S. | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 900,000 | $ 900,000 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Amount | ||
Income tax expense at the U.S. federal statutory rate | $ 292 | $ 1,195 |
Amount attributable to partnership not subject to income tax | (265) | (1,992) |
Foreign income tax rate differential | 23 | (198) |
Other | 0 | 8 |
State income tax expense (benefit) | 3 | 10 |
Change in valuation allowance | 17 | 70 |
Provision for (benefit from) income taxes | $ 70 | $ (907) |
Percent | ||
Income tax expense at the U.S. federal statutory rate | 21.00% | 21.00% |
Amount attributable to partnership not subject to income tax | (19.00%) | (35.00%) |
Foreign income tax rate differential | 2.00% | (3.00%) |
Other | 0.00% | 0.00% |
State income tax expense (benefit) | 0.00% | 0.00% |
Change in valuation allowance | 1.00% | 1.00% |
Provision for (benefit from) income taxes | 5.00% | (16.00%) |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Current income tax expense: | ||
State income tax expense | $ 3 | $ 10 |
Canadian federal and provincial income taxes expense | 316 | 373 |
Total current income tax expense | 319 | 383 |
Deferred income tax expense (benefit): | ||
U.S. federal income tax expense | 0 | 16 |
Canadian federal and provincial income taxes benefit | (249) | (1,306) |
Total change in deferred income taxes | (249) | (1,290) |
Provision for (benefit from) income taxes | $ 70 | $ (907) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets | ||
Property and equipment | $ 160 | |
Capital loss carryforwards | 432 | $ 432 |
Operating loss carryforwards | 194 | 183 |
Deferred income tax liabilities | ||
Unbilled revenue | (279) | (336) |
Prepaid expenses | (10) | (10) |
Property and equipment | 0 | (24) |
Valuation allowance | (616) | (605) |
Deferred income tax liability, net | (119) | (360) |
U.S. | ||
Deferred income tax assets | ||
Property and equipment | 0 | |
Capital loss carryforwards | 0 | 0 |
Operating loss carryforwards | 194 | 183 |
Deferred income tax liabilities | ||
Unbilled revenue | 0 | 0 |
Prepaid expenses | (10) | (10) |
Property and equipment | 0 | 0 |
Valuation allowance | (184) | (173) |
Deferred income tax liability, net | 0 | 0 |
Foreign | ||
Deferred income tax assets | ||
Property and equipment | 160 | |
Capital loss carryforwards | 432 | 432 |
Operating loss carryforwards | 0 | 0 |
Deferred income tax liabilities | ||
Unbilled revenue | (279) | (336) |
Prepaid expenses | 0 | 0 |
Property and equipment | 0 | (24) |
Valuation allowance | (432) | (432) |
Deferred income tax liability, net | $ (119) | $ (360) |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - Total | 1 Months Ended |
Nov. 30, 2017USD ($) | |
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% |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Positions Included in the Consolidated Balance Sheets at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Fair Value | $ (78) | $ 595 |
Other current assets | ||
Derivative [Line Items] | ||
Fair Value | 42 | 260 |
Non-current assets | ||
Derivative [Line Items] | ||
Fair Value | 0 | 335 |
Non-current liabilities | ||
Derivative [Line Items] | ||
Fair Value | $ (120) | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Loss (gain) associated with derivative instruments | $ 672 | $ (1,024) |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Fair Values of Outstanding Foreign Currency Options (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2017 |
Derivative [Line Items] | |||
Fair Value | $ (78,000) | $ 595,000 | |
Ceiling | |||
Derivative [Line Items] | |||
Notional | $ 100,000,000 | ||
Interest Rate Parameters, Ceiling | 2.50% | ||
Fair Value | $ 533,000 | 1,238,000 | |
Floor | |||
Derivative [Line Items] | |||
Notional | $ 100,000,000 | ||
Interest Rate Parameters, Floor | 1.70% | ||
Fair Value | $ (611,000) | (643,000) | |
Total | |||
Derivative [Line Items] | |||
Notional | $ 100,000,000 | ||
Interest Rate Parameters, Ceiling | 2.50% | ||
Interest Rate Parameters, Floor | 1.70% | ||
Fair Value | $ (78,000) | $ 595,000 |
DERIVATIVE FINANCIAL INSTRUME_7
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Commodity Swaps (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets (liability) | $ 533 | $ 1,238 |
Effects of netting arrangements, asset (liability) | (611) | (643) |
Fair value of derivatives - net presentation, asset (liability) | (78) | 595 |
Current assets | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets | 53 | 260 |
Effects of netting arrangements, asset | (11) | 0 |
Fair value of derivatives - net presentation, asset | 42 | 260 |
Fair value of derivatives - net presentation, asset (liability) | 42 | 260 |
Non-current assets | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, assets | 0 | 978 |
Effects of netting arrangements, asset | 0 | 0 |
Fair value of derivatives - net presentation, asset | 0 | 978 |
Fair value of derivatives - net presentation, asset (liability) | 0 | 335 |
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 |
Non-current liabilities | ||
Derivative [Line Items] | ||
Fair value of derivatives - gross presentation, liabilities | 480 | 0 |
Effects of netting arrangements, liability | (600) | (643) |
Fair value of derivatives - net presentation, liability | (120) | (643) |
Fair value of derivatives - net presentation, asset (liability) | $ (120) | $ 0 |
PARTNERS' CAPITAL (Details)
PARTNERS' CAPITAL (Details) | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2019quartershares | Mar. 31, 2019installmentquarter$ / sharesshares | Mar. 31, 2018$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2017shares | |
Limited Partners' Capital Account [Line Items] | |||||
Targeted annual distribution amount (USD per share) | $ / shares | $ 1.15 | $ 1.41 | |||
Targeted quarterly distribution (USD per share) | $ / shares | $ 0.2875 | ||||
Class A Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Partners' capital account (in units) | 0 | 38,750 | 38,750 | 82,500 | |
Limited Partner | Class A Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Vested (in shares) | 38,750 | 38,750 | 38,750 | ||
Conversion of units (in units) | 38,750 | 38,750 | |||
Partners' capital account (in units) | 0 | 38,750 | 38,750 | 82,500 | |
Limited Partner | Common Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion of units (in units) | 2,131,459 | 2,131,459 | |||
Partners' capital account (in units) | 24,408,073 | 21,914,224 | 21,916,024 | 19,537,971 | |
Limited Partner | Subordinated Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion of units (in units) | 2,092,709 | 2,092,709 | |||
Partners' capital account (in units) | 2,092,709 | 4,185,418 | 4,185,418 | 6,278,127 | |
First vesting tranche | Limited Partner | Class A Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Number of quarters distributions paid for | quarter | 4 | ||||
Conversion of units (in units) | 38,750 | ||||
Number of vesting installments | installment | 4 | ||||
Vesting period | 4 years | ||||
Conversion factor | 1 | ||||
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 | Class A Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion factor | 1.5 | ||||
Third vesting tranche | Limited Partner | Class A Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion factor | 1 | ||||
Last vesting tranche | Limited Partner | Class A Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion factor | 1 | ||||
LTIP | First vesting tranche | Limited Partner | Common Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion of units (in units) | 360,590 | ||||
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) | 451,959 | ||||
Units retained (in shares) | 162,533 |
UNIT BASED COMPENSATION - Narra
UNIT BASED COMPENSATION - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2019quartershares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018shares | Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share based compensation expense not expected to vest | $ | $ 0 | ||||
Class A Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeited (in shares) | 0 | 5,000 | |||
Allocated share based compensation expense not expected to vest | $ | $ 15,000 | ||||
Allocated share-based compensation expense | $ | $ 14,000 | $ 70,000 | |||
Partners' capital account (in units) | 0 | 38,750 | 38,750 | 82,500 | |
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 | $ | $ 1,400,000 | $ 1,300,000 | |||
Unit based compensation expense, unrecognized | $ | $ 14,800,000 | ||||
Weighted average recognition period | 3 years 9 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) | 633,637 | 553,940 | |||
Share remaining available (in units) | 1,381,649 | ||||
Conversion ratio | 1 | ||||
Limited Partner | Class A Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 38,750 | 38,750 | 38,750 | ||
Conversion of units (in units) | 38,750 | 38,750 | |||
Forfeited (in shares) | 5,000 | ||||
Partners' capital account (in units) | 0 | 38,750 | 38,750 | 82,500 | |
Limited Partner | Common Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion of units (in units) | 2,131,459 | 2,131,459 | |||
Partners' capital account (in units) | 24,408,073 | 21,914,224 | 21,916,024 | 19,537,971 | |
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 | Common Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion of units (in units) | 38,750 | ||||
Conversion ratio | 1 | ||||
First vesting tranche | Limited Partner | LTIP | Common Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion of units (in units) | 360,590 |
UNIT BASED COMPENSATION - Class
UNIT BASED COMPENSATION - Class A Units (Details) - Class A Units - shares | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Partners' capital account beginning balance (in units) | 38,750 | 82,500 | |
Forfeited (in shares) | 0 | (5,000) | |
Partners' capital account ending balance (in units) | 0 | 38,750 | |
Limited Partner | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Partners' capital account beginning balance (in units) | 38,750 | 82,500 | |
Vested (in shares) | (38,750) | (38,750) | (38,750) |
Forfeited (in shares) | (5,000) | ||
Partners' capital account ending balance (in units) | 0 | 38,750 |
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, 2019 | Mar. 31, 2018 | |
Class A Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Selling, general and administrative | $ 14 | $ 70 |
UNIT BASED COMPENSATION - Long-
UNIT BASED COMPENSATION - Long-term Incentive Plan (Details) - LTIP - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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) | $ 11.19 | $ 10.90 |
Granted (USD per share) | 11.37 | 11.55 |
Vested (USD per share) | 11 | 10.86 |
Forfeited (USD per share) | 10.94 | 11.22 |
Grant date average fair value, end of period (USD per share) | 11.34 | 11.17 |
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) | 11.31 | 11.29 |
Granted (USD per share) | 11.37 | 11.55 |
Vested (USD per share) | 11.55 | 12.80 |
Grant date average fair value, end of period (USD per share) | $ 11.32 | $ 12.13 |
Director and Independent Consultant Phantom Units | Phantom Share Units (PSU) Equity Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 34,611 | 24,999 |
Granted (in shares) | 37,139 | 34,611 |
Vested (in shares) | (34,611) | (24,999) |
Forfeited (in shares) | 0 | 0 |
Phantom Units, end of period (in shares) | 37,139 | 34,611 |
Director and Independent Consultant Phantom Units | Phantom Share Units (PSU) Liability Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 11,348 | 8,333 |
Granted (in shares) | 12,177 | 11,348 |
Vested (in shares) | (11,348) | (8,333) |
Phantom Units, end of period (in shares) | 12,177 | 11,348 |
Employee Phantom Units | Phantom Share Units (PSU) Equity Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 1,130,685 | 1,111,849 |
Granted (in shares) | 544,857 | 480,839 |
Vested (in shares) | (417,348) | (336,571) |
Forfeited (in shares) | (2,859) | (27,567) |
Phantom Units, end of period (in shares) | 1,255,335 | 1,228,550 |
Employee Phantom Units | Phantom Share Units (PSU) Liability Classified | ||
Number of units | ||
Phantom Units, beginning of period (in shares) | 29,265 | 27,794 |
Granted (in shares) | 39,464 | 20,142 |
Vested (in shares) | 0 | 0 |
Phantom Units, end of period (in shares) | 68,729 | 47,936 |
UNIT BASED COMPENSATION - Phant
UNIT BASED COMPENSATION - Phantom Units Pursuant to Associated DERs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Distribution Equivalent Right | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-classified Phantom Units | $ 418 | $ 388 |
Liability-classified Phantom Units | 15 | 13 |
Total | 433 | 401 |
Phantom Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-classified Phantom Units | 441 | |
Share-based compensation, forfeited | $ 7 | $ 45 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for income taxes | $ 278 | $ 182 | |
Cash paid for interest | 2,820 | 2,291 | |
Cash paid for operating leases | 1,538 | 0 | |
Loss associated with disposal of assets | 8 | 71 | |
Amortization of deferred financing costs | 450 | 215 | |
Other | 458 | $ 286 | |
Lessee, Lease, Description [Line Items] | |||
Capital expenditures financed through accounts payable | 2,100 | ||
Operating lease right-of-use assets | 15,581 | ||
Present value of lease liabilities | $ 15,918 | ||
ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 17,300 | ||
Present value of lease liabilities | $ 17,300 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2019 | Apr. 26, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||
Partners share targeted year-to-date distribution amount (USD per share) | $ 0.3625 | $ 0.3525 | ||
Targeted annual distribution amount (USD per share) | $ 1.15 | $ 1.41 | ||
Scenario, Forecast | Common Units | ||||
Subsequent Event [Line Items] | ||||
Distributions, limited partner | $ 5,400 | |||
Scenario, Forecast | USDG | Common Units and Subordinated Units | ||||
Subsequent Event [Line Items] | ||||
Distributions, limited partner | 4,200 | |||
Scenario, Forecast | USD Partners GP LLC | ||||
Subsequent Event [Line Items] | ||||
Distributions, general partner | $ 308 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Partners share targeted year-to-date distribution amount (USD per share) | $ 0.3625 | |||
Distribution (USD per share) | $ 0.0025 | |||
Increase in distribution | 0.70% | |||
Increase in distribution over minimum | 26.10% | |||
Subsequent Event | Common Units | ||||
Subsequent Event [Line Items] | ||||
Targeted annual distribution amount (USD per share) | $ 1.45 |