USD Partners (USDP) 10-Q 7 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 01, 2019
Document Information [Line Items]
Entity Registrant Name	USD Partners LP
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	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY)	Q3
Amendment Flag	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Common Units
Document Information [Line Items]
Entity Shares Outstanding		24,411,514
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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues
Revenues	$ 24,031	$ 22,660	$ 64,568	$ 69,845
Total revenues	29,894	29,586	84,077	88,896
Operating costs
Operating and maintenance	2,481	2,686	8,202	7,540
Operating and maintenance — related party	4,952	2,686	10,673	7,540
Selling, general and administrative	2,940	2,463	8,139	7,912
Selling, general and administrative — related party	4,346	4,356	14,220	13,552
Depreciation and amortization	5,300	5,271	15,317	15,807
Total operating costs	24,163	21,764	67,764	65,813
Operating income	5,731	7,822	16,313	23,083
Interest expense	3,005	2,827	9,174	8,025
Loss (gain) associated with derivative instruments	220	(413)	1,966	(1,823)
Foreign currency transaction loss (gain)	35	(89)	237	(183)
Other expense (income), net	(49)	(1)	(52)	71
Income before income taxes	2,520	5,498	4,988	16,993
Provision for (benefit from) income taxes	414	(430)	612	(2,247)
Net income	2,106	5,928	4,376	19,240
Net income attributable to limited partner interests	$ 1,888	$ 5,719	$ 3,817	$ 18,616
Weighted average units outstanding (in shares)	26,965	26,600	26,909	26,556
Common Units
Operating costs
Net income per unit (basic and diluted) (USD per share)	$ 0.08	$ 0.21	$ 0.15	$ 0.72
Weighted average units outstanding (in shares)	24,411	21,915	23,965	21,480
Subordinated Units
Operating costs
Net income per unit (basic and diluted) (USD per share)	$ 0.08	$ 0.21	$ 0.13	$ 0.71
Weighted average units outstanding (in shares)	2,093	4,185	2,476	4,569
Related party
Revenues
Revenues	$ 5,863	$ 6,926	$ 19,509	$ 19,051
Fleet services	984	984	2,951	2,951
Operating costs
Operating and maintenance — related party	2,471	0	2,471	0
Selling, general and administrative — related party	1,406	1,893	6,081	5,640
Terminalling services
Revenues
Revenues	23,709	22,070	63,437	66,586
Terminalling services | Related party
Revenues
Revenues	4,459	5,715	15,622	15,414
Fleet leases | Related party
Revenues
Revenues	984		2,951
Fleet services		984		2,951
Fleet services
Revenues
Revenues	50	80	158	505
Fleet services		80		505
Fleet services | Related party
Revenues
Revenues	227	227	682	682
Freight and other reimbursables
Revenues
Revenues	272	510	973	2,754
Operating costs
Operating costs	465	510	1,227	2,758
Freight and other reimbursables | Related party
Revenues
Revenues	193	0	254	4
Subcontracted rail services
Operating costs
Operating costs	3,689	3,674	10,953	10,047
Pipeline fees
Operating costs
Operating costs	$ 5,411	$ 5,267	$ 15,374	$ 16,109

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 2,106	$ 5,928	$ 4,376	$ 19,240
Other comprehensive income (loss) — foreign currency translation	(652)	997	1,903	(1,791)
Comprehensive income	$ 1,454	$ 6,925	$ 6,279	$ 17,449

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net income	$ 4,376	$ 19,240
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,317	15,807
Loss (gain) associated with derivative instruments	1,966	(1,823)
Settlement of derivative contracts	1	(38)
Unit based compensation expense	4,533	4,333
Deferred income taxes	(299)	(3,269)
Other	915	719
Changes in operating assets and liabilities:
Accounts receivable	1,511	(3,459)
Accounts receivable — related party	(1,054)	2,450
Prepaid expenses and other assets	72	372
Other assets — related party	(329)	59
Accounts payable and accrued expenses	(411)	272
Accounts payable and accrued expenses — related party	2,429	(2,061)
Deferred revenue and other liabilities	5,590	(403)
Deferred revenue — related party	(462)	17
Net cash provided by operating activities	34,155	32,216
Cash flows from investing activities:
Additions of property and equipment	(7,072)	(443)
Proceeds from the sale of assets	0	236
Net cash used in investing activities	(7,072)	(207)
Cash flows from financing activities:
Distributions	(30,994)	(29,573)
Payments for deferred financing costs	(7)	0
Vested phantom units used for payment of participant taxes	(1,826)	(1,350)
Proceeds from long-term debt	28,000	20,000
Repayments of long-term debt	(21,000)	(21,000)
Other financing activities	(13)	0
Net cash used in financing activities	(25,840)	(31,923)
Effect of exchange rates on cash	497	(679)
Net change in cash, cash equivalents and restricted cash	1,740	(593)
Cash, cash equivalents and restricted cash — beginning of period	12,383	13,788
Cash, cash equivalents and restricted cash — end of period	$ 14,123	$ 13,195

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 6,479	$ 6,439
Restricted cash	7,644	5,944
Accounts receivable, net	3,653	5,132
Accounts receivable — related party	1,689	624
Prepaid expenses	1,435	2,115
Other current assets	404	634
Other current assets — related party	468	79
Total current assets	21,772	20,967
Property and equipment, net	148,544	145,308
Intangible assets, net	77,250	86,705
Goodwill	33,589	33,589
Operating lease right-of-use assets	13,083
Other non-current assets	764	631
Other non-current assets — related party	35	95
Total assets	295,037	287,295
Current liabilities
Accounts payable and accrued expenses	4,120	3,464
Accounts payable and accrued expenses — related party	2,899	460
Deferred revenue	6,016	2,921
Deferred revenue — related party	1,464	1,885
Operating lease liabilities, current	5,075
Other current liabilities	3,765	2,804
Total current liabilities	23,339	11,534
Long-term debt, net	213,444	205,581
Deferred income tax liabilities, net	70	360
Operating lease liabilities, non-current	8,275
Other non-current liabilities	2,828	356
Total liabilities	247,956	217,831
Commitments and contingencies
Partners’ capital
General partner units (461,136 outstanding at September 30, 2019 and December 31, 2018)	2,888	3,275
Accumulated other comprehensive loss	(1,106)	(3,009)
Total partners’ capital	47,081	69,464
Total liabilities and partners’ capital	295,037	287,295
Common Units
Partners’ capital
Partners’ capital	67,240	107,903
Class A Units
Partners’ capital
Partners’ capital	0	1,018
Subordinated Units
Partners’ capital
Partners’ capital	$ (21,941)	$ (39,723)

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Sep. 30, 2019	Dec. 31, 2018
General partners' units outstanding (in shares)	461,136	461,136
Common Units
Limited partners' units outstanding (in shares)	24,411,280	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
Beginning balance (in shares) at Dec. 31, 2017			82,500	19,537,971	82,500	6,278,127	461,136
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)				245,929
Common units issued for vested phantom units				$ (1,350)
Capital contribution							3,366
Net income	$ 19,240			15,337	33	3,246	624
Unit based compensation expense				3,753	$ 144	26	1
Forfeited units (in units)			5,000		5,000
Forfeited units					$ (73)
Distributions				$ (23,358)	$ (57)	$ (5,390)	$ (768)
Cumulative translation adjustment	(1,791)	(1,791)
Ending balance (in shares) at Sep. 30, 2018			38,750	21,915,359	38,750	4,185,418	461,136
Ending balance at Sep. 30, 2018	78,779	43		$ 112,782	$ 987	$ (38,436)	$ 3,403
Beginning balance (in shares) at Jun. 30, 2018				21,914,224	38,750	4,185,418	461,136
Beginning balance at Jun. 30, 2018		(954)		$ 114,822	$ 950	$ (37,797)	$ 95
Increase (Decrease) in Partners' Capital [Roll Forward]
Conversion of units (in units)				0	0	0
Conversion of units				$ 0	$ 0	$ 0
Common units issued for vested phantom units (in units)				1,135
Common units issued for vested phantom units				$ (4)
Net income	5,928			4,794	9	916	209
Unit based compensation expense				1,313	$ 43	0	0
Forfeited units (in units)			0		0
Forfeited units					$ 0
Distributions				$ (8,143)	$ (15)	$ (1,555)	$ (267)
Cumulative translation adjustment	997	997
Ending balance (in shares) at Sep. 30, 2018			38,750	21,915,359	38,750	4,185,418	461,136
Ending balance at Sep. 30, 2018	78,779	43		$ 112,782	$ 987	$ (38,436)	$ 3,403
Beginning balance (in shares) at Dec. 31, 2018			38,750	21,916,024	38,750	4,185,418	461,136
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)				363,797
Common units issued for vested phantom units				$ (1,826)
Capital contribution							0
Net income	4,376			3,506	0	311	559
Unit based compensation expense				4,154	14	2	0
Forfeited units (in units)			0
Forfeited units					0
Distributions				$ (26,866)	$ (14)	$ (3,168)	$ (946)
Cumulative translation adjustment	1,903	1,903
Ending balance (in shares) at Sep. 30, 2019			0	24,411,280	0	2,092,709	461,136
Ending balance at Sep. 30, 2019	47,081	(1,106)		$ 67,240	$ 0	$ (21,941)	$ 2,888
Beginning balance (in shares) at Jun. 30, 2019				24,410,226	0	2,092,709	461,136
Beginning balance at Jun. 30, 2019		(454)		$ 73,424	$ 0	$ (21,290)	$ 3,008
Increase (Decrease) in Partners' Capital [Roll Forward]
Conversion of units (in units)				0	0	0
Conversion of units				$ 0	$ 0	$ 0
Common units issued for vested phantom units (in units)				1,054
Common units issued for vested phantom units				$ (5)
Net income	2,106			1,739	0	149	218
Unit based compensation expense				1,421	$ 0	0	0
Forfeited units (in units)			0		0
Forfeited units					$ 0
Distributions				$ (9,339)	$ 0	$ (800)	$ (338)
Cumulative translation adjustment	(652)	(652)
Ending balance (in shares) at Sep. 30, 2019			0	24,411,280	0	2,092,709	461,136
Ending balance at Sep. 30, 2019	$ 47,081	$ (1,106)		$ 67,240	$ 0	$ (21,941)	$ 2,888

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 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. 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 September 30, 2019 , our results of operations for the three and nine months ended September 30, 2019 and 2018 , and our cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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, changes in the fair market value of our derivative instruments 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. We adopted the provisions of ASC 842 Leases on January 1, 2019. We elected to 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 any cumulative-effect adjustment to the opening balance of Partners ’ Capital. Refer to Note 2. Recent Accounting Pronouncements and Note 7. Leases for further discussion.

RECENT ACCOUNTING PROUNOUNCEMEN

RECENT ACCOUNTING PROUNOUNCEMENTS	9 Months Ended
	Sep. 30, 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 were effective upon adoption. The pronouncement was effective for years beginning after December 15, 2018, and early adoption was 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-of-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 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 of 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	9 Months Ended
	Sep. 30, 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 September 30, 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) $ 1,739 $ 149 $ — $ 218 $ 2,106 Less: Distributable earnings (2) 9,400 806 — 359 10,565 Distributions in excess of earnings $ (7,661 ) $ (657 ) $ — $ (141 ) $ (8,459 ) Weighted average units outstanding (3) 24,411 2,093 — 461 26,965 Distributable earnings per unit (4) $ 0.39 $ 0.39 $ — Overdistributed earnings per unit (5) (0.31 ) (0.31 ) — Net income per limited partner unit (basic and diluted) (6) $ 0.08 $ 0.08 $ — (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 $181 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 $0.3675 per unit, or $1.47 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $474 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 1,290,558 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 September 30, 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) $ 4,794 $ 916 $ 9 $ 209 $ 5,928 Less: Distributable earnings (2) 8,200 1,566 14 280 10,060 Distributions in excess of earnings $ (3,406 ) $ (650 ) $ (5 ) $ (71 ) $ (4,132 ) Weighted average units outstanding (3) 21,915 4,185 39 461 26,600 Distributable earnings per unit (4) $ 0.37 $ 0.37 $ 0.36 Overdistributed earnings per unit (5) (0.16 ) (0.16 ) (0.13 ) Net income per limited partner unit (basic and diluted) (6) $ 0.21 $ 0.21 $ 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 $107 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 0.3575 per unit, or $1.43 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $443 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 1,239,488 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. For the Nine Months Ended September 30, 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) $ 3,506 $ 311 $ — $ 559 $ 4,376 Less: Distributable earnings (2) 28,010 2,402 — 1,012 31,424 Distributions in excess of earnings $ (24,504 ) $ (2,091 ) $ — $ (453 ) $ (27,048 ) Weighted average units outstanding (3) 23,965 2,476 7 461 26,909 Distributable earnings per unit (4) $ 1.17 $ 0.97 $ — Overdistributed earnings per unit (5) (1.02 ) (0.84 ) — Net income per limited partner unit (basic and diluted) (6) $ 0.15 $ 0.13 $ — (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 $483 thousand attributed to the general partner for its incentive distribution rights. (2) Represents the per unit distributions paid of $0.3625 per unit for the three months ended March 31, 2019, the per unit distribution of $0.365 per unit for the three months ended June 30, 2019, and the per unit distributable of $0.3675 for the three months ended September 30, 2019, representing a year-to-date distribution amount of $1.095 per unit. Amounts presented for each class of units include a proportionate amount of the $940 thousand distributed and $474 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 1,290,558 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 Nine Months Ended September 30, 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) $ 15,337 $ 3,246 $ 33 $ 624 $ 19,240 Less: Distributable earnings (2) 24,432 4,665 42 805 29,944 Distributions in excess of earnings $ (9,095 ) $ (1,419 ) $ (9 ) $ (181 ) $ (10,704 ) Weighted average units outstanding (3) 21,480 4,569 46 461 26,556 Distributable earnings per unit (4) $ 1.14 $ 1.02 $ 0.91 Overdistributed earnings per unit (5) (0.42 ) (0.31 ) (0.20 ) Net income per limited partner unit (basic and diluted) (6) $ 0.72 $ 0.71 $ 0.71 (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 $291 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 for the three months ended March 31, 2018 and $0.355 per unit for the three months ended June 30, 2018, and $0.3575 per unit for the three months ended September 30, 2018, representing a year-to-date distribution amount of $1.065 per unit. Amounts presented for each class of units include a proportionate amount of the $1.3 million 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 1,239,488 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented.

REVENUES

REVENUES	9 Months Ended
	Sep. 30, 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 September 30, 2019 U.S. Canada Total (in thousands) Third party $ 7,963 $ 16,068 $ 24,031 Related party $ 2,320 $ 3,543 $ 5,863 Three Months Ended September 30, 2018 U.S. Canada Total (in thousands) Third party $ 10,802 $ 11,858 $ 22,660 Related party $ 2,199 $ 4,727 $ 6,926 Nine Months Ended September 30, 2019 U.S. Canada Total (in thousands) Third party $ 25,405 $ 39,163 $ 64,568 Related party $ 6,902 $ 12,607 $ 19,509 Nine Months Ended September 30, 2018 U.S. Canada Total (in thousands) Third party $ 33,970 $ 35,875 $ 69,845 Related party $ 5,013 $ 14,038 $ 19,051 Remaining Performance Obligations The transaction price allocated to the remaining performance obligations associated with our terminalling and fleet services agreements as of September 30, 2019 are as follows for the periods indicated: For the three months ending December 31, 2019 2020 2021 2022 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 24,846 $ 80,211 $ 65,523 $ 57,431 $ 39,078 $ 267,089 Fleet Services 712 1,030 1,016 1,267 41 4,066 Total $ 25,558 $ 81,241 $ 66,539 $ 58,698 $ 39,119 $ 271,155 (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 0.7524 U.S. dollars per one Canadian dollar at September 30, 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 $257 thousand and $68 thousand as of September 30, 2019 and December 31, 2018 , respectively, in “ Other current assets ” and $171 thousand as of December 31, 2018 , in “ Other non - current assets ” on our consolidated balance sheets. In addition we have included contract assets of $389 thousand as of September 30, 2019 in “ Other current assets — related party ” 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 and deferred revenues associated with make-up rights, which will be recognized as revenue when earned pursuant to the terms of our contractual arrangements. We currently recognize substantially all of the amounts we receive for minimum volume commitments as revenue when collected, since breakage associated with these make-up rights options is approximately between 97% and 99% based on our experience and expectations around usage of these options. We deferred $1.1 million in revenues at September 30, 2019 for estimated breakage associated with the make-up rights options we granted to our customers, which we included in “ Deferred revenue ” on our consolidated balance sheets. We also have other contract liabilities that represent cumulative revenue that has been deferred 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, which we included in “ Other non-current liabilities ” on our consolidated balance sheets. We have included contract liabilities with third-party customers of $6.0 million and $2.9 million as of September 30, 2019 and December 31, 2018 , respectively, in “ Deferred revenue. ” We have included contract liabilities with related party customers of $1.1 million and $1.5 million as of September 30, 2019 and December 31, 2018 , respectively, in “ Deferred revenue — related party ” on our consolidated balance sheets. We have also included contract liabilities of $1.7 million as of September 30, 2019 and none at December 31, 2018 with third-party customers in “ Other non-current liabilities ” on our consolidated balance sheets. The following table presents the changes associated with the balance of our contract liabilities for the nine months ended September 30, 2019 : December 31, 2018 Cash Additions for Customer Prepayments Revenue Recognized September 30, 2019 (in thousands) Customer prepayments $ 2,921 $ 6,016 $ (2,921 ) $ 6,016 Customer prepayments — related party (1) $ 1,475 $ 1,054 $ (1,475 ) $ 1,054 Other contract liabilities $ — $ 1,667 $ — $ 1,667 (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 September 30, 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	9 Months Ended
	Sep. 30, 2019
Cash and Cash Equivalents [Abstract]
RESTRICTED CASH	RESTRICTED CASH We include in restricted cash 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: September 30, 2019 2018 (in thousands) Cash and cash equivalents $ 6,479 $ 7,361 Restricted Cash 7,644 5,834 Total cash, cash equivalents and restricted cash $ 14,123 $ 13,195

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 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: September 30, 2019 December 31, 2018 Estimated Depreciable Lives (Years) (in thousands) Land $ 10,087 $ 10,004 N/A Trackage and facilities 124,907 123,080 10-30 Pipeline 16,366 16,336 20-25 Equipment 16,709 16,455 3-20 Furniture 65 64 5-10 Total property and equipment 168,134 165,939 Accumulated depreciation (36,384 ) (29,479 ) Construction in progress (1) 16,794 8,848 Property and equipment, net $ 148,544 $ 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 $170 thousand and $439 thousand of capitalized interest costs for the three and nine months ended September 30, 2019 , respectively, and none for the same periods in 2018 . Depreciation expense associated with Property and equipment totaled $2.1 million for the three months ended September 30, 2019 and 2018 , and $5.9 million and $6.4 million for the nine months ended September 30, 2019 and 2018 , respectively. Our depreciation expense for the nine months ended September 30, 2019 reflects a reduction of $0.6 million 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 September 30, 2019 is $0.2 million and is recorded as “ Other current liabilities ” on our consolidated balance sheets.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
LEASES	LEASES We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Nine Months Ended September 30, 2019 Weighted-average discount rate 6.4 % Weighted average remaining lease term in years 2.96 Our total lease cost consisted of the following items for the dates indicated: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (in thousands) Operating lease cost $ 1,483 $ 4,451 Short term lease cost 48 147 Sublease income (1,332 ) (4,002 ) Total $ 199 $ 596 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 September 30, 2019 (in thousands): 2019 $ 1,520 2020 5,269 2021 4,074 2022 3,787 2023 20 Thereafter — Total lease payments $ 14,670 Less: imputed interest (1,320 ) Present value of lease liabilities $ 13,350 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 September 30, 2019 Nine Months Ended September 30, 2019 (in thousands, except weighted average term) Lease income $ 2,363 $ 7,512 Weighted average remaining lease term in years 3.03 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 September 30, 2019 (in thousands): 2019 $ 1,988 2020 6,895 2021 5,752 2022 4,639 Total $ 19,274 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. Nine Months Ended September 30, 2019 Weighted-average discount rate 6.4 % Weighted average remaining lease term in years 2.96 Our total lease cost consisted of the following items for the dates indicated: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (in thousands) Operating lease cost $ 1,483 $ 4,451 Short term lease cost 48 147 Sublease income (1,332 ) (4,002 ) Total $ 199 $ 596 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 September 30, 2019 (in thousands): 2019 $ 1,520 2020 5,269 2021 4,074 2022 3,787 2023 20 Thereafter — Total lease payments $ 14,670 Less: imputed interest (1,320 ) Present value of lease liabilities $ 13,350 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 September 30, 2019 Nine Months Ended September 30, 2019 (in thousands, except weighted average term) Lease income $ 2,363 $ 7,512 Weighted average remaining lease term in years 3.03 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 September 30, 2019 (in thousands): 2019 $ 1,988 2020 6,895 2021 5,752 2022 4,639 Total $ 19,274 Refer to Note 2. Recent Accounting Pronouncements for additional discussion of our lease policies.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. Our goodwill originated from our acquisition of the Casper terminal, which is included in our Terminalling services segment. As of September 30, 2019 , the carrying amount of our goodwill was $33.6 million . We test goodwill for impairment annually based on the carrying values of our reporting units on the first day of the third quarter of each year or more frequently if events or changes in circumstances suggest that the fair value of a reporting unit is less than its carrying value. During the third quarter of 2019, we completed our annual goodwill impairment analysis and determined that the fair value of the Casper terminal reporting unit exceeded its carrying value at July 1, 2019. An impairment charge would have resulted if our estimate of the fair value of the Casper terminal reporting unit was approximately 5% less than the amount determined. The critical assumptions used in our analysis include the following: (1) A weighted average cost of capital of 11% ; (2) A capital structure consisting of approximately 40% debt and 60% equity; (3) A range of EBITDA multiples derived from equity prices of public companies with similar operating and investment characteristics, from 8.25x to 9.25x; (4) A range of EBITDA multiples for transactions based on actual sales and purchases of comparable businesses, from 9.0x to 10.0x; and (5) A range of incremental volumes expected at our Casper terminal of approximately 20,000 to 40,000 bpd for terminalling and storage services resulting from the anticipated successful completion of the Enbridge DRA project in the first quarter of 2020. We measured the fair value of our Casper terminal reporting unit by using an income analysis, market analysis and transaction analysis with weightings of 50% , 25% and 25% , respectively. Our estimate of fair value required us to use significant unobservable inputs representative of a Level 3 fair value measurement, including assumptions related to the future performance of our Casper terminal. We have not observed any events or circumstances subsequent to our analysis that would suggest the fair value of our Casper terminal is below its carrying amount as of September 30, 2019 . Intangible Assets The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: September 30, 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 (48,775 ) (39,328 ) Other (41 ) (33 ) Total accumulated amortization (48,816 ) (39,361 ) Total intangible assets, net $ 77,250 $ 86,705 We determined the expiration of a customer contract for terminal services at our Casper terminal was an event that required us to evaluate our Casper terminal asset group for impairment. Our projections of the undiscounted cash flows expected to be derived from the operation and disposition of the Casper terminal asset group exceeded the carrying value of the asset group as of August 31, 2019, the date of our evaluation, indicating cash flows were expected to be sufficient to recover the carrying value of the Casper terminal asset group. No further triggering events were identified through September 30, 2019 . Amortization expense associated with intangible assets totaled $3.2 million for each of the three months ended September 30, 2019 and 2018 and $9.5 million for each of the nine months ended September 30, 2019 and 2018 .

DEBT

DEBT	9 Months Ended
	Sep. 30, 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 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: September 30, 2019 December 31, 2018 (in thousands) Revolving Credit Facility $ 216,000 $ 209,000 Less: Deferred financing costs, net (2,556 ) (3,419 ) Total long-term debt, net $ 213,444 $ 205,581 We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates: September 30, 2019 December 31, 2018 (in millions) Aggregate borrowing capacity under Credit Agreement $ 385.0 $ 385.0 Less: Revolving Credit Facility amounts outstanding 216.0 209.0 Letters of credit outstanding — 0.6 Available under Credit Agreement (1) $ 169.0 $ 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, which equates to approximately $37 million of availability at September 30, 2019 . The average interest rate on our outstanding indebtedness was 4.80% and 4.86% at September 30, 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 September 30, 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Interest expense on the Credit Agreement $ 2,967 $ 2,611 $ 8,748 $ 7,379 Capitalized interest on construction in progress (170 ) — (439 ) — Amortization of deferred financing costs 208 216 865 646 Total interest expense $ 3,005 $ 2,827 $ 9,174 $ 8,025

COLLABORATIVE ARRANGEMENT

COLLABORATIVE ARRANGEMENT	9 Months Ended
	Sep. 30, 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 pipeline fees of $5.4 million and $5.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $15.4 million and $16.1 million for the nine months ended September 30, 2019 and 2018 , respectively, which are presented as “Pipeline fees” in our consolidated statements of income.

NONCONSOLIDATED VARIABLE INTERE

NONCONSOLIDATED VARIABLE INTEREST ENTITIES	9 Months Ended
	Sep. 30, 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 September 30, 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. September 30, 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 September 30, 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	9 Months Ended
	Sep. 30, 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 September 30, 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 September 30, 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. USD Terminals Canada II ULC, or USDTC II, is an indirect, wholly-owned Canadian subsidiary of USDG, organized for the purposes of pursuing expansion and other development opportunities associated with our Hardisty Terminal, pursuant to the Development Rights and Cooperation agreement between our wholly-owned subsidiary USD Terminals Canada ULC, or USDTC, and USDG. USDTC owns the legacy crude oil loading facility we refer to as the Hardisty terminal. USDTC II completed construction of the Hardisty South expansion (“Hardisty South”) which commenced operations in January 2019. Hardisty South, which is owned and operated by USDTC II, added one 120 -railcar unit train of transloading capacity per day, or approximately 75,000 barrels per day, of takeaway capacity to the terminal by modifying the existing loading rack and building additional infrastructure and trackage. 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 September 30, 2019 and 2018 were $1.4 million and $1.9 million , respectively, and for the nine months ended September 30, 2019 and 2018 were $6.1 million and $5.6 million , respectively, which amounts are included in “ Selling, general and administrative — related part y” in our consolidated statements of income. At September 30, 2019 and December 31, 2018 , we had balances payable related to these costs of $0.4 million 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, in May 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. ” Hardisty Terminal Services Agreement We entered into a terminal services agreement with USDTC II during the third quarter of 2019, whereby Hardisty South will provide terminalling services for a third-party customer of our Hardisty terminal for contracted capacity that exceeds the transloading capacity currently available, if needed. We incurred expenses pursuant to this arrangement of $2.5 million for the three and nine months ended September 30, 2019 , which amounts are included in “ Operating and maintenance expense — related party ” in our consolidated statements of income. These costs represent the same rate, on a per barrel basis, that we received as revenue from our third-party customer, which is included in “ Terminalling Services ” revenue in our consolidated statements of income. Hardisty Shared Facilities Agreement USDTC facilitates the provision of services on behalf of USDTC II pursuant to the terms of a shared facilities agreement, which includes all subcontracted railcar loading, operating, maintenance, pipeline and management services for the entire Hardisty terminal, including Hardisty South owned by USDTC II, and passes through a proportionate amount of the cost of such services to USDTC II. Our financial statements only reflect the cost incurred by USDTC. 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. USDM assumed the rights and obligations for terminalling capacity at our Hardisty terminal from another customer in June 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 USDM assuming these rights and obligations, and in order to accommodate the needs of the Stroud customer, the contracted term for the capacity held by USDM at our Hardisty terminal was extended from June 30, 2019 to June 30, 2020. USDM controls approximately 25% of the available monthly capacity of the Hardisty terminal at September 30, 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. In connection with our purchase of the Stroud terminal, we also entered into a Marketing Services Agreement with USDM, as discussed above. 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 automatically renews 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Terminalling services — related party $ 4,459 $ 5,715 $ 15,622 $ 15,414 Fleet leases — related party 984 984 2,951 2,951 Fleet services — related party 227 227 682 682 Freight and other reimbursables — related party 193 — 254 4 $ 5,863 $ 6,926 $ 19,509 $ 19,051 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: September 30, 2019 December 31, 2018 (in thousands) Accounts receivable — related party $ 1,689 $ 624 Accounts payable — related party (1) $ 2,547 $ 67 Other current and non-current assets — related party (2) $ 503 $ 174 Deferred revenue — related party (3) $ 1,464 $ 1,885 (1) Includes amounts payable to a related party pursuant to the Hardisty Terminal Services Agreement, discussed above, as well as other accounts payable related party amounts associated with our terminalling services business. Does not include amounts payable to related parties associated with the Omnibus Agreement, as discussed above. (2) Represents a contract asset associated with a lease agreement with USDM and cumulative revenue that has been recognized in advance of billing the customer due to tiered billing provisions. Refer to Note 4. Revenue for further discussion. (3) 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 nine months ended September 30, 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 its 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 April 26, 2019 May 7, 2019 May 15, 2019 $ 4,189 $ 308 July 24, 2019 August 6, 2019 August 14, 2019 $ 4,218 $ 329

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 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 segments. Our segments offer different services and are managed accordingly. Our chief operating decision maker, or CODM, regularly reviews financial information about both segments in order to allocate resources and evaluate performance. Our CODM assesses segment performance based on the cash flows produced by our established reporting segments using Segment Adjusted EBITDA. Segment 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, changes in contract assets and liabilities, deferred revenues, 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 September 30, 2019 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 23,709 $ — $ — $ 23,709 Terminalling services — related party 4,459 — — 4,459 Fleet leases — related party — 984 — 984 Fleet services — 50 — 50 Fleet services — related party — 227 — 227 Freight and other reimbursables 220 52 — 272 Freight and other reimbursables — related party — 193 — 193 Total revenues 28,388 1,506 — 29,894 Operating costs Subcontracted rail services 3,689 — — 3,689 Pipeline fees 5,411 — — 5,411 Freight and other reimbursables 220 245 — 465 Operating and maintenance 3,934 1,018 — 4,952 Selling, general and administrative 1,368 218 2,760 4,346 Depreciation and amortization 5,300 — — 5,300 Total operating costs 19,922 1,481 2,760 24,163 Operating income (loss) 8,466 25 (2,760 ) 5,731 Interest expense — — 3,005 3,005 Loss associated with derivative instruments — — 220 220 Foreign currency transaction loss (gain) 33 (2 ) 4 35 Other income, net (45 ) — (4 ) (49 ) Provision for income taxes 406 8 — 414 Net income (loss) $ 8,072 $ 19 $ (5,985 ) $ 2,106 Three Months Ended September 30, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 22,070 $ — $ — $ 22,070 Terminalling services — related party 5,715 — — 5,715 Fleet leases — related party — 984 — 984 Fleet services — 80 — 80 Fleet services — related party — 227 — 227 Freight and other reimbursables 302 208 — 510 Freight and other reimbursables — related party — — — — Total revenues 28,087 1,499 — 29,586 Operating costs Subcontracted rail services 3,674 — — 3,674 Pipeline fees 5,267 — — 5,267 Freight and other reimbursables 302 208 — 510 Operating maintenance 1,634 1,052 — 2,686 Selling, general and administrative 1,346 401 2,609 4,356 Depreciation and amortization 5,271 — — 5,271 Total operating costs 17,494 1,661 2,609 21,764 Operating income (loss) 10,593 (162 ) (2,609 ) 7,822 Interest expense — — 2,827 2,827 Gain associated with derivative instruments — — (413 ) (413 ) Foreign currency transaction loss (gain) (30 ) 3 (62 ) (89 ) Other income, net (1 ) — — (1 ) Provision for (benefit from) income taxes (431 ) 5 (4 ) (430 ) Net income (loss) $ 11,055 $ (170 ) $ (4,957 ) $ 5,928 Nine Months Ended September 30, 2019 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 63,437 $ — $ — $ 63,437 Terminalling services — related party 15,622 — — 15,622 Fleet leases — related party — 2,951 — 2,951 Fleet services — 158 — 158 Fleet services — related party — 682 — 682 Freight and other reimbursables 741 232 — 973 Freight and other reimbursables — related party 7 247 — 254 Total revenues 79,807 4,270 — 84,077 Operating costs Subcontracted rail services 10,953 — — 10,953 Pipeline fees 15,374 — — 15,374 Freight and other reimbursables 748 479 — 1,227 Operating and maintenance 7,622 3,051 — 10,673 Selling, general and administrative 4,628 710 8,882 14,220 Depreciation and amortization 15,317 — — 15,317 Total operating costs 54,642 4,240 8,882 67,764 Operating income (loss) 25,165 30 (8,882 ) 16,313 Interest expense — — 9,174 9,174 Loss associated with derivative instruments — — 1,966 1,966 Foreign currency transaction loss (gain) (62 ) 6 293 237 Other income, net (44 ) — (8 ) (52 ) Provision for income taxes 596 16 — 612 Net income (loss) $ 24,675 $ 8 $ (20,307 ) $ 4,376 Nine Months Ended September 30, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 66,586 $ — $ — $ 66,586 Terminalling services — related party 15,414 — — 15,414 Fleet leases — related party — 2,951 — 2,951 Fleet services — 505 — 505 Fleet services — related party — 682 — 682 Freight and other reimbursables 1,062 1,692 — 2,754 Freight and other reimbursables — related party 3 1 — 4 Total revenues 83,065 5,831 — 88,896 Operating costs Subcontracted rail services 10,047 — — 10,047 Pipeline fees 16,109 — — 16,109 Freight and other reimbursables 1,065 1,693 — 2,758 Operating and maintenance 4,362 3,178 — 7,540 Selling, general and administrative 4,133 961 8,458 13,552 Depreciation and amortization 15,807 — — 15,807 Total operating costs 51,523 5,832 8,458 65,813 Operating income (loss) 31,542 (1 ) (8,458 ) 23,083 Interest expense — — 8,025 8,025 Gain associated with derivative instruments — — (1,823 ) (1,823 ) Foreign currency transaction loss (gain) 32 (4 ) (211 ) (183 ) Other expense, net 71 — — 71 Provision for (benefit from) income taxes (2,265 ) 21 (3 ) (2,247 ) Net income (loss) $ 33,704 $ (18 ) $ (14,446 ) $ 19,240 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 September 30, Nine Months Ended September 30, Terminalling Services Segment 2019 2018 2019 2018 (in thousands) Net income $ 8,072 $ 11,055 $ 24,675 $ 33,704 Interest income (18 ) — (33 ) — Depreciation and amortization 5,300 5,271 15,317 15,807 Provision for (benefit from) income taxes 406 (431 ) 596 (2,265 ) Foreign currency transaction loss (gain) (1) 33 (30 ) (62 ) 32 Loss associated with disposal of assets — — 50 73 Other income (27 ) — (69 ) — Non-cash deferred amounts (2) 1,435 (51 ) 1,545 (154 ) Segment Adjusted EBITDA $ 15,201 $ 15,814 $ 42,019 $ 47,197 (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 and liabilities associated with revenue recognized at blended rates based on tiered rate structures in certain of the Partnership’s customer contracts and deferred revenue associated with deficiency credits that are expected to be used in the future prior to their expiration. Amounts presented are net of the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue. Three Months Ended September 30, Nine Months Ended September 30, Fleet Services Segment 2019 2018 2019 2018 (in thousands) Net income (loss) $ 19 $ (170 ) $ 8 $ (18 ) Provision for income taxes 8 5 16 21 Foreign currency transaction loss (gain) (1) (2 ) 3 6 (4 ) Segment Adjusted EBITDA $ 25 $ (162 ) $ 30 $ (1 ) (1) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 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 losses of $0.2 million and $0.3 million for the three months ended September 30, 2019 and 2018 , respectively, and losses of $0.4 million and $0.7 million for the nine months ended September 30, 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. The Canadian federal income tax on business income is currently 15% . In June 2019, the Canadian province of Alberta enacted a tax rate decrease that will reduce the tax rate on business income from the previous rate of 12% to an ultimate rate of 8% effective for 2022. The reduction in the tax rate on business income is phased in over three years beginning with a reduction to a rate of 11% effective July 1, 2019, with further reductions of 1% in each successive year until it reaches 8% on January 1, 2022. As a result, the effective tax rate on business income on Alberta businesses for 2019 will be 11.5% , representing a blended rate of 12% from January 1, 2019 through June 30, 2019, and 11% from July 1, 2019 through December 31, 2019. We recognize income tax expense in our consolidated financial statements based upon enacted rates in effect for the periods presented. As such for the three and nine months ended September 30, 2019 , income tax expense for our Canadian operations is determined based upon the combined federal and provincial income tax rate of 26.5% , representing a 15% federal income tax rate and a 11.5% provincial income tax rate. For the three and nine months ended September 30, 2018 , income tax expense of our Canadian operations was determined based on the combined federal and provincial income tax rate of 27% . The combined income tax rate of 23% , representing a 15% federal income tax rate and an 8% provincial income tax rate, was used to compute the deferred income tax benefit, representing the impact 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Income tax expense at the U.S. federal statutory rate $ 529 21 % $ 1,154 21 % $ 1,047 21 % $ 3,568 21 % Amount attributable to partnership not subject to income tax (277 ) (11 )% (1,582 ) (29 )% (649 ) (13 )% (5,483 ) (32 )% Foreign income tax rate differential 105 4 % (108 ) (2 )% 168 3 % (494 ) (3 )% Other — — % 56 1 % (53 ) (1 )% 12 — % State income tax expense (benefit) (1) 8 — % 2 — % 16 — % (4 ) — % Change in valuation allowance 49 2 % 48 1 % 83 2 % 154 1 % Provision for (benefit from) income taxes $ 414 16 % $ (430 ) (8 )% $ 612 12 % $ (2,247 ) (13 )% (1) Net of the federal income tax expense or benefit for the deduction associated with state income taxes. We determined our year-to-date 2019 provision for income taxes using an estimated annual effective income tax rate of 12% on a consolidated basis for fiscal year 2019 . This rate incorporates the applicable income tax rates of the various domestic and foreign tax jurisdictions to which we are subject. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Current income tax expense (benefit): U.S. federal income tax $ — $ — $ — $ 4 State income tax expense (benefit) 8 2 16 (4 ) Canadian federal and provincial income taxes expense 302 299 895 1,022 Total current income tax expense 310 301 911 1,022 Deferred income tax expense (benefit): U.S. federal income tax expense — — — 16 Canadian federal and provincial income taxes expense (benefit) 104 (731 ) (299 ) (3,285 ) Total deferred income tax benefit 104 (731 ) (299 ) (3,269 ) Provision for (benefit from) income taxes $ 414 $ (430 ) $ 612 $ (2,247 ) 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: September 30, 2019 U.S. Foreign Total (in thousands) Deferred income tax assets Property and equipment $ — $ 162 $ 162 Capital loss carryforwards — 368 368 Operating loss carryforwards 359 — 359 Deferred income tax liabilities Unbilled revenue — (232 ) (232 ) Prepaid expenses (8 ) — (8 ) Property and equipment — — — Valuation allowance (351 ) (368 ) (719 ) Deferred income tax liability, net $ — $ (70 ) $ (70 ) 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 $1.7 million and $1.3 million U.S. federal loss carryforward remaining as of September 30, 2019 and December 31, 2018 , respectively. 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 $4.4 million and $4.2 million as of September 30, 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, 2018 , 2017 and 2016 . We did no t have any unrecognized income tax benefits or any income tax reserves for uncertain tax positions as of September 30, 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	9 Months Ended
	Sep. 30, 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: September 30, 2019 December 31, 2018 (in thousands) Other current assets $ — $ 260 Other non-current assets — 335 Other current liabilities (212 ) — Other non-current liabilities (1,161 ) — $ (1,373 ) $ 595 We have not designated our derivative financial instruments as hedges of our interest rate exposure. 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Loss (gain) associated with derivative instruments $ 220 $ (413 ) $ 1,966 $ (1,823 ) 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 September 30, 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 % $ 102 $ 1,238 Floor $ 100,000,000 1.7 % (1,475 ) (643 ) Total $ (1,373 ) $ 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. September 30, 2019 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 2 $ 100 $ (214 ) $ (1,261 ) $ (1,373 ) Effects of netting arrangements (2 ) (100 ) 2 100 — Fair value of derivatives — net presentation $ — $ — $ (212 ) $ (1,161 ) $ (1,373 ) December 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 260 $ 978 $ — $ (643 ) $ 595 Effects of netting arrangements — (643 ) — 643 — Fair value of derivatives — net presentation $ 260 $ 335 $ — $ — $ 595

PARTNERS' CAPITAL

PARTNERS' CAPITAL	9 Months Ended
	Sep. 30, 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 September 30, 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 453,459 vested during the first nine months of 2019 , of which 363,797 were converted into our common units after 162,979 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	9 Months Ended
	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
UNIT BASED COMPENSATION	UNIT BASED COMPENSATION Class A units Our Class A units vested annually over a four year period when 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 September 30, 2019 . The following table presents the activity associated with our Class A units for the specified periods: Nine Months Ended September 30, 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Selling, general and administrative $ — $ 42 $ 14 $ 216 For the three and nine months ended September 30, 2019 and the three months ended September 30, 2018 we had no forfeitures of Class A units. For the nine months ended September 30, 2018 , we had forfeitures of 5,000 Class A units. 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 were forfeited were reclassified to unit based compensation expense when we determined that the Class A units were not expected to vest. We recognized no compensation expense for the three and nine months ended September 30, 2019 and the three months ended September 30, 2018 , for distributions paid on Class A units that were forfeited. For the nine months ended September 30, 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 September 30, 2019 , we had 1,382,511 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 ) (418,848 ) $ 11.00 Forfeited — (3,275 ) $ 10.99 Phantom Unit awards at September 30, 2019 37,139 1,253,419 $ 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 34,611 487,839 $ 11.54 Vested (24,999 ) (338,071 ) $ 10.86 Forfeited — (56,740 ) $ 11.07 Phantom Unit awards at September 30, 2018 34,611 1,204,877 $ 11.18 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 September 30, 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 September 30, 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 September 30, 2019 and 2018 , we recognized $1.5 million and $1.4 million , respectively, and $4.5 million and $4.1 million for the nine months ended September 30, 2019 and 2018 , respectively, of compensation expense associated with outstanding Phantom Units. As of September 30, 2019 , we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $11.8 million , which we expect to recognize over a weighted average period of 2.56 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Equity-classified Phantom Units (1) $ 471 $ 440 $ 1,358 $ 1,269 Liability-classified Phantom Units 30 21 74 55 Total $ 501 $ 461 $ 1,432 $ 1,324 (1) We had no significant reclassifications for the three months ended September 30, 2019 and 2018 , and $8 thousand and $84 thousand for the nine months ended September 30, 2019 and 2018 , respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 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: Nine Months Ended September 30, 2019 2018 (in thousands) Cash paid for income taxes $ 904 $ 626 Cash paid for interest $ 8,860 $ 7,499 Cash paid for operating leases (1) $ 4,526 $ — (1) We adopted the provisions of ASC 842 as of January 1, 2019. We applied the provision of ASC 840 in years prior to 2019, which did not produce comparable amounts to disclose for the prior year. 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: Nine Months Ended September 30, 2019 2018 (in thousands) Loss associated with disposal of assets $ 50 $ 73 Amortization of deferred financing costs 865 646 $ 915 $ 719 Non-cash activities At September 30, 2019 , accounts payable and accrued expenses included approximately $1.0 million of capital expenditures for which cash payment had not been made. 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	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Distribution to Partners On October 24, 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 $0.3675 per unit, or $1.47 per unit on an annualized basis, for the three months ended September 30, 2019 . The distribution represents an increase of $0.0025 per unit, or 0.7% over the prior quarter distribution per unit, and is 27.8% over our minimum quarterly distribution per unit. The distribution will be paid on November 14, 2019 , to unitholders of record at the close of business on November 4, 2019 . The distribution will include payment of $5.5 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 $351 thousand to USD Partners GP LLC for its general partner interest and as holder of the IDRs.

ORGANIZATION AND BASIS OF PRE_2

ORGANIZATION AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 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 September 30, 2019 , our results of operations for the three and nine months ended September 30, 2019 and 2018 , and our cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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, changes in the fair market value of our derivative instruments 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 were effective upon adoption. The pronouncement was effective for years beginning after December 15, 2018, and early adoption was 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-of-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 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 of 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)	9 Months Ended
	Sep. 30, 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 September 30, 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) $ 1,739 $ 149 $ — $ 218 $ 2,106 Less: Distributable earnings (2) 9,400 806 — 359 10,565 Distributions in excess of earnings $ (7,661 ) $ (657 ) $ — $ (141 ) $ (8,459 ) Weighted average units outstanding (3) 24,411 2,093 — 461 26,965 Distributable earnings per unit (4) $ 0.39 $ 0.39 $ — Overdistributed earnings per unit (5) (0.31 ) (0.31 ) — Net income per limited partner unit (basic and diluted) (6) $ 0.08 $ 0.08 $ — (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 $181 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 $0.3675 per unit, or $1.47 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $474 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 1,290,558 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 September 30, 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) $ 4,794 $ 916 $ 9 $ 209 $ 5,928 Less: Distributable earnings (2) 8,200 1,566 14 280 10,060 Distributions in excess of earnings $ (3,406 ) $ (650 ) $ (5 ) $ (71 ) $ (4,132 ) Weighted average units outstanding (3) 21,915 4,185 39 461 26,600 Distributable earnings per unit (4) $ 0.37 $ 0.37 $ 0.36 Overdistributed earnings per unit (5) (0.16 ) (0.16 ) (0.13 ) Net income per limited partner unit (basic and diluted) (6) $ 0.21 $ 0.21 $ 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 $107 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 0.3575 per unit, or $1.43 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $443 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 1,239,488 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. For the Nine Months Ended September 30, 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) $ 3,506 $ 311 $ — $ 559 $ 4,376 Less: Distributable earnings (2) 28,010 2,402 — 1,012 31,424 Distributions in excess of earnings $ (24,504 ) $ (2,091 ) $ — $ (453 ) $ (27,048 ) Weighted average units outstanding (3) 23,965 2,476 7 461 26,909 Distributable earnings per unit (4) $ 1.17 $ 0.97 $ — Overdistributed earnings per unit (5) (1.02 ) (0.84 ) — Net income per limited partner unit (basic and diluted) (6) $ 0.15 $ 0.13 $ — (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 $483 thousand attributed to the general partner for its incentive distribution rights. (2) Represents the per unit distributions paid of $0.3625 per unit for the three months ended March 31, 2019, the per unit distribution of $0.365 per unit for the three months ended June 30, 2019, and the per unit distributable of $0.3675 for the three months ended September 30, 2019, representing a year-to-date distribution amount of $1.095 per unit. Amounts presented for each class of units include a proportionate amount of the $940 thousand distributed and $474 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 1,290,558 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 Nine Months Ended September 30, 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) $ 15,337 $ 3,246 $ 33 $ 624 $ 19,240 Less: Distributable earnings (2) 24,432 4,665 42 805 29,944 Distributions in excess of earnings $ (9,095 ) $ (1,419 ) $ (9 ) $ (181 ) $ (10,704 ) Weighted average units outstanding (3) 21,480 4,569 46 461 26,556 Distributable earnings per unit (4) $ 1.14 $ 1.02 $ 0.91 Overdistributed earnings per unit (5) (0.42 ) (0.31 ) (0.20 ) Net income per limited partner unit (basic and diluted) (6) $ 0.72 $ 0.71 $ 0.71 (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 $291 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 for the three months ended March 31, 2018 and $0.355 per unit for the three months ended June 30, 2018, and $0.3575 per unit for the three months ended September 30, 2018, representing a year-to-date distribution amount of $1.065 per unit. Amounts presented for each class of units include a proportionate amount of the $1.3 million 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 1,239,488 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented.

REVENUES (Tables)

REVENUES (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2019 U.S. Canada Total (in thousands) Third party $ 7,963 $ 16,068 $ 24,031 Related party $ 2,320 $ 3,543 $ 5,863 Three Months Ended September 30, 2018 U.S. Canada Total (in thousands) Third party $ 10,802 $ 11,858 $ 22,660 Related party $ 2,199 $ 4,727 $ 6,926 Nine Months Ended September 30, 2019 U.S. Canada Total (in thousands) Third party $ 25,405 $ 39,163 $ 64,568 Related party $ 6,902 $ 12,607 $ 19,509 Nine Months Ended September 30, 2018 U.S. Canada Total (in thousands) Third party $ 33,970 $ 35,875 $ 69,845 Related party $ 5,013 $ 14,038 $ 19,051
Schedule of remaining performance obligations	The transaction price allocated to the remaining performance obligations associated with our terminalling and fleet services agreements as of September 30, 2019 are as follows for the periods indicated: For the three months ending December 31, 2019 2020 2021 2022 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 24,846 $ 80,211 $ 65,523 $ 57,431 $ 39,078 $ 267,089 Fleet Services 712 1,030 1,016 1,267 41 4,066 Total $ 25,558 $ 81,241 $ 66,539 $ 58,698 $ 39,119 $ 271,155 (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 0.7524 U.S. dollars per one Canadian dollar at September 30, 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 nine months ended September 30, 2019 : December 31, 2018 Cash Additions for Customer Prepayments Revenue Recognized September 30, 2019 (in thousands) Customer prepayments $ 2,921 $ 6,016 $ (2,921 ) $ 6,016 Customer prepayments — related party (1) $ 1,475 $ 1,054 $ (1,475 ) $ 1,054 Other contract liabilities $ — $ 1,667 $ — $ 1,667 (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)	9 Months Ended
	Sep. 30, 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: September 30, 2019 2018 (in thousands) Cash and cash equivalents $ 6,479 $ 7,361 Restricted Cash 7,644 5,834 Total cash, cash equivalents and restricted cash $ 14,123 $ 13,195
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: September 30, 2019 2018 (in thousands) Cash and cash equivalents $ 6,479 $ 7,361 Restricted Cash 7,644 5,834 Total cash, cash equivalents and restricted cash $ 14,123 $ 13,195

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 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: September 30, 2019 December 31, 2018 Estimated Depreciable Lives (Years) (in thousands) Land $ 10,087 $ 10,004 N/A Trackage and facilities 124,907 123,080 10-30 Pipeline 16,366 16,336 20-25 Equipment 16,709 16,455 3-20 Furniture 65 64 5-10 Total property and equipment 168,134 165,939 Accumulated depreciation (36,384 ) (29,479 ) Construction in progress (1) 16,794 8,848 Property and equipment, net $ 148,544 $ 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 $170 thousand and $439 thousand of capitalized interest costs for the three and nine months ended September 30, 2019 , respectively, and none for the same periods in 2018 .

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Summary of lease cost	We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Nine Months Ended September 30, 2019 Weighted-average discount rate 6.4 % Weighted average remaining lease term in years 2.96 Our total lease cost consisted of the following items for the dates indicated: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (in thousands) Operating lease cost $ 1,483 $ 4,451 Short term lease cost 48 147 Sublease income (1,332 ) (4,002 ) Total $ 199 $ 596
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 September 30, 2019 (in thousands): 2019 $ 1,520 2020 5,269 2021 4,074 2022 3,787 2023 20 Thereafter — Total lease payments $ 14,670 Less: imputed interest (1,320 ) Present value of lease liabilities $ 13,350
Schedule of lease income	Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 (in thousands, except weighted average term) Lease income $ 2,363 $ 7,512 Weighted average remaining lease term in years 3.03
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 September 30, 2019 (in thousands): 2019 $ 1,988 2020 6,895 2021 5,752 2022 4,639 Total $ 19,274

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 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: September 30, 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 (48,775 ) (39,328 ) Other (41 ) (33 ) Total accumulated amortization (48,816 ) (39,361 ) Total intangible assets, net $ 77,250 $ 86,705

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of long-term debt	Our long-term debt balances included the following components as of the specified dates: September 30, 2019 December 31, 2018 (in thousands) Revolving Credit Facility $ 216,000 $ 209,000 Less: Deferred financing costs, net (2,556 ) (3,419 ) Total long-term debt, net $ 213,444 $ 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: September 30, 2019 December 31, 2018 (in millions) Aggregate borrowing capacity under Credit Agreement $ 385.0 $ 385.0 Less: Revolving Credit Facility amounts outstanding 216.0 209.0 Letters of credit outstanding — 0.6 Available under Credit Agreement (1) $ 169.0 $ 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, which equates to approximately $37 million of availability at September 30, 2019 .
Schedule of interest expense, net	Interest expense associated with our outstanding indebtedness was as follows for the specified periods: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Interest expense on the Credit Agreement $ 2,967 $ 2,611 $ 8,748 $ 7,379 Capitalized interest on construction in progress (170 ) — (439 ) — Amortization of deferred financing costs 208 216 865 646 Total interest expense $ 3,005 $ 2,827 $ 9,174 $ 8,025

NONCONSOLIDATED VARIABLE INTE_2

NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 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. September 30, 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)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Terminalling services — related party $ 4,459 $ 5,715 $ 15,622 $ 15,414 Fleet leases — related party 984 984 2,951 2,951 Fleet services — related party 227 227 682 682 Freight and other reimbursables — related party 193 — 254 4 $ 5,863 $ 6,926 $ 19,509 $ 19,051 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: September 30, 2019 December 31, 2018 (in thousands) Accounts receivable — related party $ 1,689 $ 624 Accounts payable — related party (1) $ 2,547 $ 67 Other current and non-current assets — related party (2) $ 503 $ 174 Deferred revenue — related party (3) $ 1,464 $ 1,885 (1) Includes amounts payable to a related party pursuant to the Hardisty Terminal Services Agreement, discussed above, as well as other accounts payable related party amounts associated with our terminalling services business. Does not include amounts payable to related parties associated with the Omnibus Agreement, as discussed above. (2) Represents a contract asset associated with a lease agreement with USDM and cumulative revenue that has been recognized in advance of billing the customer due to tiered billing provisions. Refer to Note 4. Revenue for further discussion. (3) 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 nine months ended September 30, 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 its 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 April 26, 2019 May 7, 2019 May 15, 2019 $ 4,189 $ 308 July 24, 2019 August 6, 2019 August 14, 2019 $ 4,218 $ 329

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
Summary of reportable segment data for continuing operations	Three Months Ended September 30, 2019 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 23,709 $ — $ — $ 23,709 Terminalling services — related party 4,459 — — 4,459 Fleet leases — related party — 984 — 984 Fleet services — 50 — 50 Fleet services — related party — 227 — 227 Freight and other reimbursables 220 52 — 272 Freight and other reimbursables — related party — 193 — 193 Total revenues 28,388 1,506 — 29,894 Operating costs Subcontracted rail services 3,689 — — 3,689 Pipeline fees 5,411 — — 5,411 Freight and other reimbursables 220 245 — 465 Operating and maintenance 3,934 1,018 — 4,952 Selling, general and administrative 1,368 218 2,760 4,346 Depreciation and amortization 5,300 — — 5,300 Total operating costs 19,922 1,481 2,760 24,163 Operating income (loss) 8,466 25 (2,760 ) 5,731 Interest expense — — 3,005 3,005 Loss associated with derivative instruments — — 220 220 Foreign currency transaction loss (gain) 33 (2 ) 4 35 Other income, net (45 ) — (4 ) (49 ) Provision for income taxes 406 8 — 414 Net income (loss) $ 8,072 $ 19 $ (5,985 ) $ 2,106 Three Months Ended September 30, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 22,070 $ — $ — $ 22,070 Terminalling services — related party 5,715 — — 5,715 Fleet leases — related party — 984 — 984 Fleet services — 80 — 80 Fleet services — related party — 227 — 227 Freight and other reimbursables 302 208 — 510 Freight and other reimbursables — related party — — — — Total revenues 28,087 1,499 — 29,586 Operating costs Subcontracted rail services 3,674 — — 3,674 Pipeline fees 5,267 — — 5,267 Freight and other reimbursables 302 208 — 510 Operating maintenance 1,634 1,052 — 2,686 Selling, general and administrative 1,346 401 2,609 4,356 Depreciation and amortization 5,271 — — 5,271 Total operating costs 17,494 1,661 2,609 21,764 Operating income (loss) 10,593 (162 ) (2,609 ) 7,822 Interest expense — — 2,827 2,827 Gain associated with derivative instruments — — (413 ) (413 ) Foreign currency transaction loss (gain) (30 ) 3 (62 ) (89 ) Other income, net (1 ) — — (1 ) Provision for (benefit from) income taxes (431 ) 5 (4 ) (430 ) Net income (loss) $ 11,055 $ (170 ) $ (4,957 ) $ 5,928 Nine Months Ended September 30, 2019 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 63,437 $ — $ — $ 63,437 Terminalling services — related party 15,622 — — 15,622 Fleet leases — related party — 2,951 — 2,951 Fleet services — 158 — 158 Fleet services — related party — 682 — 682 Freight and other reimbursables 741 232 — 973 Freight and other reimbursables — related party 7 247 — 254 Total revenues 79,807 4,270 — 84,077 Operating costs Subcontracted rail services 10,953 — — 10,953 Pipeline fees 15,374 — — 15,374 Freight and other reimbursables 748 479 — 1,227 Operating and maintenance 7,622 3,051 — 10,673 Selling, general and administrative 4,628 710 8,882 14,220 Depreciation and amortization 15,317 — — 15,317 Total operating costs 54,642 4,240 8,882 67,764 Operating income (loss) 25,165 30 (8,882 ) 16,313 Interest expense — — 9,174 9,174 Loss associated with derivative instruments — — 1,966 1,966 Foreign currency transaction loss (gain) (62 ) 6 293 237 Other income, net (44 ) — (8 ) (52 ) Provision for income taxes 596 16 — 612 Net income (loss) $ 24,675 $ 8 $ (20,307 ) $ 4,376 Nine Months Ended September 30, 2018 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 66,586 $ — $ — $ 66,586 Terminalling services — related party 15,414 — — 15,414 Fleet leases — related party — 2,951 — 2,951 Fleet services — 505 — 505 Fleet services — related party — 682 — 682 Freight and other reimbursables 1,062 1,692 — 2,754 Freight and other reimbursables — related party 3 1 — 4 Total revenues 83,065 5,831 — 88,896 Operating costs Subcontracted rail services 10,047 — — 10,047 Pipeline fees 16,109 — — 16,109 Freight and other reimbursables 1,065 1,693 — 2,758 Operating and maintenance 4,362 3,178 — 7,540 Selling, general and administrative 4,133 961 8,458 13,552 Depreciation and amortization 15,807 — — 15,807 Total operating costs 51,523 5,832 8,458 65,813 Operating income (loss) 31,542 (1 ) (8,458 ) 23,083 Interest expense — — 8,025 8,025 Gain associated with derivative instruments — — (1,823 ) (1,823 ) Foreign currency transaction loss (gain) 32 (4 ) (211 ) (183 ) Other expense, net 71 — — 71 Provision for (benefit from) income taxes (2,265 ) 21 (3 ) (2,247 ) Net income (loss) $ 33,704 $ (18 ) $ (14,446 ) $ 19,240
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 September 30, Nine Months Ended September 30, Terminalling Services Segment 2019 2018 2019 2018 (in thousands) Net income $ 8,072 $ 11,055 $ 24,675 $ 33,704 Interest income (18 ) — (33 ) — Depreciation and amortization 5,300 5,271 15,317 15,807 Provision for (benefit from) income taxes 406 (431 ) 596 (2,265 ) Foreign currency transaction loss (gain) (1) 33 (30 ) (62 ) 32 Loss associated with disposal of assets — — 50 73 Other income (27 ) — (69 ) — Non-cash deferred amounts (2) 1,435 (51 ) 1,545 (154 ) Segment Adjusted EBITDA $ 15,201 $ 15,814 $ 42,019 $ 47,197 (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 and liabilities associated with revenue recognized at blended rates based on tiered rate structures in certain of the Partnership’s customer contracts and deferred revenue associated with deficiency credits that are expected to be used in the future prior to their expiration. Amounts presented are net of the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue. Three Months Ended September 30, Nine Months Ended September 30, Fleet Services Segment 2019 2018 2019 2018 (in thousands) Net income (loss) $ 19 $ (170 ) $ 8 $ (18 ) Provision for income taxes 8 5 16 21 Foreign currency transaction loss (gain) (1) (2 ) 3 6 (4 ) Segment Adjusted EBITDA $ 25 $ (162 ) $ 30 $ (1 ) (1) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Income tax expense at the U.S. federal statutory rate $ 529 21 % $ 1,154 21 % $ 1,047 21 % $ 3,568 21 % Amount attributable to partnership not subject to income tax (277 ) (11 )% (1,582 ) (29 )% (649 ) (13 )% (5,483 ) (32 )% Foreign income tax rate differential 105 4 % (108 ) (2 )% 168 3 % (494 ) (3 )% Other — — % 56 1 % (53 ) (1 )% 12 — % State income tax expense (benefit) (1) 8 — % 2 — % 16 — % (4 ) — % Change in valuation allowance 49 2 % 48 1 % 83 2 % 154 1 % Provision for (benefit from) income taxes $ 414 16 % $ (430 ) (8 )% $ 612 12 % $ (2,247 ) (13 )%
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 12% on a consolidated basis for fiscal year 2019 . This rate incorporates the applicable income tax rates of the various domestic and foreign tax jurisdictions to which we are subject. Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Current income tax expense (benefit): U.S. federal income tax $ — $ — $ — $ 4 State income tax expense (benefit) 8 2 16 (4 ) Canadian federal and provincial income taxes expense 302 299 895 1,022 Total current income tax expense 310 301 911 1,022 Deferred income tax expense (benefit): U.S. federal income tax expense — — — 16 Canadian federal and provincial income taxes expense (benefit) 104 (731 ) (299 ) (3,285 ) Total deferred income tax benefit 104 (731 ) (299 ) (3,269 ) Provision for (benefit from) income taxes $ 414 $ (430 ) $ 612 $ (2,247 )
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: September 30, 2019 U.S. Foreign Total (in thousands) Deferred income tax assets Property and equipment $ — $ 162 $ 162 Capital loss carryforwards — 368 368 Operating loss carryforwards 359 — 359 Deferred income tax liabilities Unbilled revenue — (232 ) (232 ) Prepaid expenses (8 ) — (8 ) Property and equipment — — — Valuation allowance (351 ) (368 ) (719 ) Deferred income tax liability, net $ — $ (70 ) $ (70 ) 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)	9 Months Ended
	Sep. 30, 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: September 30, 2019 December 31, 2018 (in thousands) Other current assets $ — $ 260 Other non-current assets — 335 Other current liabilities (212 ) — Other non-current liabilities (1,161 ) — $ (1,373 ) $ 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Loss (gain) associated with derivative instruments $ 220 $ (413 ) $ 1,966 $ (1,823 )
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 September 30, 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 % $ 102 $ 1,238 Floor $ 100,000,000 1.7 % (1,475 ) (643 ) Total $ (1,373 ) $ 595
Offsetting assets	The effect of the rights of offset are presented in the tables below as of the dates indicated. September 30, 2019 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 2 $ 100 $ (214 ) $ (1,261 ) $ (1,373 ) Effects of netting arrangements (2 ) (100 ) 2 100 — Fair value of derivatives — net presentation $ — $ — $ (212 ) $ (1,161 ) $ (1,373 ) December 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 260 $ 978 $ — $ (643 ) $ 595 Effects of netting arrangements — (643 ) — 643 — Fair value of derivatives — net presentation $ 260 $ 335 $ — $ — $ 595
Offsetting liabilities	The effect of the rights of offset are presented in the tables below as of the dates indicated. September 30, 2019 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 2 $ 100 $ (214 ) $ (1,261 ) $ (1,373 ) Effects of netting arrangements (2 ) (100 ) 2 100 — Fair value of derivatives — net presentation $ — $ — $ (212 ) $ (1,161 ) $ (1,373 ) December 31, 2018 Current assets Non-current assets Current liabilities Non-current liabilities Total (in thousands) Fair value of derivatives — gross presentation $ 260 $ 978 $ — $ (643 ) $ 595 Effects of netting arrangements — (643 ) — 643 — Fair value of derivatives — net presentation $ 260 $ 335 $ — $ — $ 595

UNIT BASED COMPENSATION (Tables

UNIT BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Selling, general and administrative $ — $ 42 $ 14 $ 216
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 ) (418,848 ) $ 11.00 Forfeited — (3,275 ) $ 10.99 Phantom Unit awards at September 30, 2019 37,139 1,253,419 $ 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 34,611 487,839 $ 11.54 Vested (24,999 ) (338,071 ) $ 10.86 Forfeited — (56,740 ) $ 11.07 Phantom Unit awards at September 30, 2018 34,611 1,204,877 $ 11.18 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 September 30, 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 September 30, 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) Equity-classified Phantom Units (1) $ 471 $ 440 $ 1,358 $ 1,269 Liability-classified Phantom Units 30 21 74 55 Total $ 501 $ 461 $ 1,432 $ 1,324 (1) We had no significant reclassifications for the three months ended September 30, 2019 and 2018 , and $8 thousand and $84 thousand for the nine months ended September 30, 2019 and 2018 , 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: Nine Months Ended September 30, 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)	9 Months Ended
	Sep. 30, 2019
Supplemental Cash Flow Elements [Abstract]
Schedule of supplemental cash flow disclosures	The following table provides supplemental cash flow information for the periods indicated: Nine Months Ended September 30, 2019 2018 (in thousands) Cash paid for income taxes $ 904 $ 626 Cash paid for interest $ 8,860 $ 7,499 Cash paid for operating leases (1) $ 4,526 $ — (1) We adopted the provisions of ASC 842 as of January 1, 2019. We applied the provision of ASC 840 in years prior to 2019, which did not produce comparable amounts to disclose for the prior year. 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: Nine Months Ended September 30, 2019 2018 (in thousands) Loss associated with disposal of assets $ 50 $ 73 Amortization of deferred financing costs 865 646 $ 915 $ 719

RECENT ACCOUNTING PROUNOUNCEM_2

RECENT ACCOUNTING PROUNOUNCEMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 13,083
Present value of lease liabilities	$ 13,350
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)	9 Months Ended
	Sep. 30, 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%
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%
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%
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%
Thereafter
Distribution Made to Limited Partner [Line Items]
Percentage Distributed to Limited Partners	50.00%
Percentage distributed to general partner (including IDRs)	50.00%
General Partner | USD Partners GP LLC
Distribution Made to Limited Partner [Line Items]
General partner interest (as percent)	2.00%
Maximum | Minimum Quarterly Distribution
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	$ 0.2875
Maximum | First Target Distribution
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	0.330625
Maximum | Second Target Distribution
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	0.359375
Maximum | Third Target Distribution
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	0.431250
Minimum | First Target Distribution
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	0.2875
Minimum | Second Target Distribution
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	0.330625
Minimum | Third Target Distribution
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	0.359375
Minimum | Thereafter
Distribution Made to Limited Partner [Line Items]
Distribution made to partner, distributions paid, per unit (USD per Share)	$ 0.431250

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						9 Months Ended
	Feb. 28, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Limited Partners' Capital Account [Line Items]
Net income attributable to general and limited partner interests in USD Partners LP		$ 2,106			$ 5,928			$ 4,376	$ 19,240
Less: Distributable earnings		10,565			10,060			31,424	29,944
Distributions in excess of earnings		$ (8,459)			$ (4,132)			$ (27,048)	$ (10,704)
Weighted average units outstanding (in shares)		26,965,000			26,600,000			26,909,000	26,556,000
Partners share targeted year-to-date distribution amount (USD per share)		$ 0.3675	$ 0.3650	$ 0.3625	$ 0.3575	$ 0.355	$ 0.3525	$ 1.095	$ 1.065
Partners' annual distribution amount per share (USD per share)								$ 1.47	$ 1.43
Antidilutive securities excluded from computation of earnings per share, amount (in shares)								1,290,558	1,239,488
Phantom Share Units (PSUs)
Limited Partners' Capital Account [Line Items]
Equity-classified phantom units		$ 474			$ 443			$ 474	$ 1,300
Partners' distributable amount		$ 940						$ 940
Common Units
Limited Partners' Capital Account [Line Items]
Weighted average units outstanding (in shares)		24,411,000			21,915,000			23,965,000	21,480,000
Subordinated Units
Limited Partners' Capital Account [Line Items]
Weighted average units outstanding (in shares)		2,093,000			4,185,000			2,476,000	4,569,000
Limited Partner | Common Units
Limited Partners' Capital Account [Line Items]
Net income attributable to general and limited partner interests in USD Partners LP		$ 1,739			$ 4,794			$ 3,506	$ 15,337
Less: Distributable earnings		9,400			8,200			28,010	24,432
Distributions in excess of earnings		$ (7,661)			$ (3,406)			$ (24,504)	$ (9,095)
Weighted average units outstanding (in shares)		24,411,000			21,915,000			23,965,000	21,480,000
Distributable earnings per unit (USD per share)		$ 0.39			$ 0.37			$ 1.17	$ 1.14
Overdistributed earnings per unit (USD per share)		(0.31)			(0.16)			(1.02)	(0.42)
Net income per limited partner unit (basic and diluted) (USD per share)		$ 0.08			$ 0.21			$ 0.15	$ 0.72
Equity-classified phantom units		$ 9,339			$ 8,143			$ 26,866	$ 23,358
Limited Partner | Subordinated Units
Limited Partners' Capital Account [Line Items]
Net income attributable to general and limited partner interests in USD Partners LP		149			916			311	3,246
Less: Distributable earnings		806			1,566			2,402	4,665
Distributions in excess of earnings		$ (657)			$ (650)			$ (2,091)	$ (1,419)
Distributable earnings per unit (USD per share)		$ 0.39			$ 0.37			$ 0.97	$ 1.02
Overdistributed earnings per unit (USD per share)		(0.31)			(0.16)			(0.84)	(0.31)
Net income per limited partner unit (basic and diluted) (USD per share)		$ 0.08			$ 0.21			$ 0.13	$ 0.71
Equity-classified phantom units		$ 800			$ 1,555			$ 3,168	$ 5,390
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			9			0	33
Less: Distributable earnings		0			14			0	42
Distributions in excess of earnings		$ 0			$ (5)			$ 0	$ (9)
Weighted average units outstanding (in shares)		0			39,000			7,000	46,000
Distributable earnings per unit (USD per share)		$ 0			$ 0.36			$ 0	$ 0.91
Overdistributed earnings per unit (USD per share)		0			(0.13)			0	(0.20)
Net income per limited partner unit (basic and diluted) (USD per share)		$ 0			$ 0.23			$ 0	$ 0.71
Equity-classified phantom units		$ 0			$ 15			$ 14	$ 57
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		218			209			$ 559	$ 624
Less: Distributable earnings		359			280			1,012	805
Distributions in excess of earnings		$ (141)			$ (71)			$ (453)	$ (181)
Weighted average units outstanding (in shares)		461,000			461,000			461,000	461,000
Equity-classified phantom units		$ 338			$ 267			$ 946	$ 768
General Partner | Incentive Distribution Rights
Limited Partners' Capital Account [Line Items]
Equity-classified phantom units		$ 181			$ 107			$ 483	$ 291

REVENUES (Details)

REVENUES (Details)	9 Months Ended
	Sep. 30, 2019USD ($)segment	Dec. 31, 2018USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment	2
Contract duration	one year or less
Contract with customer asset, current	$ 257,000	$ 68,000
Contract with customer, asset, noncurrent		171,000
Deferred revenue	6,016,000	2,921,000
Deferred revenue		2,921,000
Estimated breakage bssociated with the make-upright options
Disaggregation of Revenue [Line Items]
Deferred revenue	1,100,000
Related party
Disaggregation of Revenue [Line Items]
Deferred revenue	1,054,000	1,475,000
Related party | Fleet leases
Disaggregation of Revenue [Line Items]
Deferred revenue	400,000	400,000
Third-Party Customer
Disaggregation of Revenue [Line Items]
Contract with customer, liability, noncurrent	1,667,000	$ 0
Other current asset with related party
Disaggregation of Revenue [Line Items]
Contract with customer asset, current	$ 389,000

REVENUES - Schedule of Geograph

REVENUES - Schedule of Geographic Data of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 24,031	$ 22,660	$ 64,568	$ 69,845
U.S.
Disaggregation of Revenue [Line Items]
Revenues	7,963	10,802	25,405	33,970
Canada
Disaggregation of Revenue [Line Items]
Revenues	16,068	11,858	39,163	35,875
Related party
Disaggregation of Revenue [Line Items]
Revenues	5,863	6,926	19,509	19,051
Related party | U.S.
Disaggregation of Revenue [Line Items]
Revenues	2,320	2,199	6,902	5,013
Related party | Canada
Disaggregation of Revenue [Line Items]
Revenues	$ 3,543	$ 4,727	$ 12,607	$ 14,038

REVENUES - Schedule of Remainin

REVENUES - Schedule of Remaining Performance Obligation (Details) $ in Thousands	Sep. 30, 2019USD ($)$ / $
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Exchange rate (USD per CAD) | $ / $	0.7524
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 25,558
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	81,241
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	66,539
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	58,698
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	39,119
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	271,155
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	24,846
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	80,211
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	65,523
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]
Remaining performance obligation	57,431
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	39,078
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	267,089
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	712
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	1,030
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	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]
Remaining performance obligation	1,267
Fleet services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	41
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	$ 4,066

REVENUES - Schedule of Change i

REVENUES - Schedule of Change in Customer Liability (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Change In Contract With Customer Liability [Roll Forward]
December 31, 2018	$ 2,921,000
Cash Additions for Customer Prepayments	6,016,000
Revenue Recognized	(2,921,000)
Other contract liabilities	6,016,000	$ 2,921,000
Related party
Change In Contract With Customer Liability [Roll Forward]
December 31, 2018	1,475,000
Cash Additions for Customer Prepayments	1,054,000
Revenue Recognized	(1,475,000)
September 30, 2019	1,054,000
Third-Party Customer
Change In Contract With Customer Liability [Roll Forward]
Cash Additions for Customer Prepayments	1,667,000
Contract with Customer, Liability, Noncurrent	$ 1,667,000	$ 0

RESTRICTED CASH (Details)

RESTRICTED CASH (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 6,479	$ 6,439	$ 7,361
Restricted Cash	7,644	5,944	5,834
Total cash, cash equivalents and restricted cash	$ 14,123	$ 12,383	$ 13,195	$ 13,788

PROPERTY AND EQUIPMENT - Schedu

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 168,134,000	$ 168,134,000		$ 165,939,000
Accumulated depreciation	(36,384,000)	(36,384,000)		(29,479,000)
Construction in progress	16,794,000	16,794,000		8,848,000
Property and equipment, net	148,544,000	148,544,000		145,308,000
Capitalized interest	170,000	439,000	$ 0
Land
Property, Plant and Equipment [Line Items]
Total property and equipment	10,087,000	10,087,000		10,004,000
Trackage and facilities
Property, Plant and Equipment [Line Items]
Total property and equipment	124,907,000	$ 124,907,000		123,080,000
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	16,366,000	$ 16,366,000		16,336,000
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	16,709,000	$ 16,709,000		16,455,000
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	$ 65,000	$ 65,000		$ 64,000
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 ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Interest Costs Capitalized	$ 170,000		$ 439,000	$ 0
Depreciation and amortization	2,100,000	$ 2,100,000	5,900,000	$ 6,400,000
Revision of estimated cash flows related to asset retirement obligation			600,000
ARO	$ 200,000		$ 200,000

LEASES - Lease Cost (Details)

LEASES - Lease Cost (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019USD ($)	Sep. 30, 2019USD ($)
Leases [Abstract]
Weighted average discount rate, percent	6.40%	6.40%
Weighted average remaining lease term in years	2 years 11 months 15 days	2 years 11 months 15 days
Operating lease cost	$ 1,483	$ 4,451
Short term lease cost	48	147
Sublease income	(1,332)	(4,002)
Total	$ 199	$ 596

LEASES - Future payments (Detai

LEASES - Future payments (Details) $ in Thousands	Sep. 30, 2019USD ($)
Leases [Abstract]
2019	$ 1,520
2020	5,269
2021	4,074
2022	3,787
2023	20
Thereafter	0
Present value of lease liabilities	14,670
Less: imputed interest	(1,320)
Present value of lease liabilities	$ 13,350

LEASES - Lease Income Informati

LEASES - Lease Income Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Lease income	$ 2,363	$ 7,512
Weighted average remaining lease term in years		3 years 10 days

LEASES - Future Lease Income (D

LEASES - Future Lease Income (Details) $ in Thousands	Sep. 30, 2019USD ($)
Leases [Abstract]
2019	$ 1,988
2020	6,895
2021	5,752
2022	4,639
Total	$ 19,274

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Carrying amount:
Total carrying amount	$ 126,066	$ 126,066
Accumulated amortization:
Total accumulated amortization	(48,816)	(39,361)
Total intangible assets, net	77,250	86,705
Customer service agreements
Carrying amount:
Total carrying amount	125,960	125,960
Accumulated amortization:
Total accumulated amortization	(48,775)	(39,328)
Other
Carrying amount:
Total carrying amount	106	106
Accumulated amortization:
Total accumulated amortization	$ (41)	$ (33)

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Mar. 31, 2020bbl / d	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Dec. 31, 2018USD ($)
Goodwill [Line Items]
Goodwill | $		$ 33,589		$ 33,589		$ 33,589
Goodwill assumptions percent reduction with out impairment				5.00%
Goodwill assumptions weighted average cost of capital				11.00%
Goodwill assumptions debt capital structure				40.00%
Goodwill assumptions equity capital structure				60.00%
Goodwill assumptions income analysis weight				0.5
Goodwill assumptions market analysis weight				25.00%
Goodwill assumptions transaction analysis weight				25.00%
Amortization of intangible assets | $		$ 3,200	$ 3,200	$ 9,500	$ 9,500
Minimum
Goodwill [Line Items]
Goodwill assumptions EBITDA multiple for public company equity prices				8.25
Goodwill assumptions EBITDA multiple for sales and purchase of comparable business				9
Maximum
Goodwill [Line Items]
Goodwill assumptions EBITDA multiple for public company equity prices				9.25
Goodwill assumptions EBITDA multiple for sales and purchase of comparable business				10
Scenario, forecast | Minimum
Goodwill [Line Items]
Incremental volumes expected for terminalling and storage services | bbl / d	20,000
Scenario, forecast | Maximum
Goodwill [Line Items]
Incremental volumes expected for terminalling and storage services | bbl / d	40,000

DEBT - Narrative (Details)

DEBT - Narrative (Details) - Credit Facility - Secured Debt	9 Months Ended	12 Months Ended
	Sep. 30, 2019USD ($)matuirty_date_extension	Dec. 31, 2018USD ($)
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 385,000,000	$ 385,000,000
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]
Line of credit facility, accordion feature, higher borrowing capacity option	$ 500,000,000
Average interest rate	4.80%	4.86%
Commitment fee percentage	0.50%
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	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total long-term debt, net	$ 213,444	$ 205,581
Secured Debt | Credit Facility
Debt Instrument [Line Items]
Less: Deferred financing costs, net	(2,556)	(3,419)
Revolving Credit Facility | Secured Debt | Credit Facility
Debt Instrument [Line Items]
Revolving Credit Facility	$ 216,000	$ 209,000

DEBT - Schedule of Line of Cred

DEBT - Schedule of Line of Credit Facilities (Details) - Secured Debt - Credit Facility	9 Months Ended
	Sep. 30, 2019USD ($)	Dec. 31, 2018USD ($)
Line of Credit Facility [Line Items]
Aggregate borrowing capacity under Credit Agreement	$ 385,000,000	$ 385,000,000
Available under credit agreement	$ 169,000,000	175,400,000
Borrowing capacity limit multiple of EBITDA	4.5
EBITDA multiple cap	$ 37,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Long-term line of credit	216,000,000	209,000,000
Letters of credit outstanding
Line of Credit Facility [Line Items]
Long-term line of credit	$ 0	$ 600,000

DEBT - Schedule of Interest Exp

DEBT - Schedule of Interest Expense, Net (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Debt Disclosure [Abstract]
Interest expense on the Credit Agreement	$ 2,967,000	$ 2,611,000	$ 8,748,000	$ 7,379,000
Capitalized interest on construction in progress	(170,000)		(439,000)	0
Amortization of deferred financing costs	208,000	216,000	865,000	646,000
Total interest expense	$ 3,005,000	$ 2,827,000	$ 9,174,000	$ 8,025,000

COLLABORATIVE ARRANGEMENT (Deta

COLLABORATIVE ARRANGEMENT (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Pipeline fees
Disaggregation of Revenue [Line Items]
Operating costs	$ 5,411	$ 5,267	$ 15,374	$ 16,109

NONCONSOLIDATED VARIABLE INTE_3

NONCONSOLIDATED VARIABLE INTEREST ENTITIES (Details) - Variable Interest Entity, Not Primary Beneficiary $ in Thousands	Sep. 30, 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	Sep. 30, 2019USD ($)number_of_railcarnumber_of_barrelshares	Jan. 31, 2019railcar	Sep. 30, 2019USD ($)number_of_railcarnumber_of_barrelshares	Sep. 30, 2018USD ($)shares	Sep. 30, 2019USD ($)number_of_railcarnumber_of_barrelshares	Sep. 30, 2018USD ($)shares	Jun. 30, 2019shares	Dec. 31, 2018USD ($)shares	Jun. 30, 2018shares	Dec. 31, 2017shares
Related Party Transaction [Line Items]
Amount of transloading capacity per day per unit train | number_of_railcar	120		120		120
Number of barrels of takeaway capacity per day | number_of_barrel	75,000		75,000		75,000
Selling, general and administrative costs | $			$ 4,346	$ 4,356	$ 14,220	$ 13,552
Accounts payable and accrued expenses — related party | $	$ 2,899		2,899		2,899			$ 460
Related party
Related Party Transaction [Line Items]
Selling, general and administrative costs | $			1,406	1,893	6,081	5,640
Stroud Terminal
Related Party Transaction [Line Items]
Percentage of control of terminal capacity	25.00%
USDG | Omnibus Agreement | Limited Partner
Related Party Transaction [Line Items]
Selling, general and administrative costs | $			1,400	$ 1,900	6,100	$ 5,600
Accounts payable and accrued expenses — related party | $	$ 400		400		$ 400			$ 400
USD Terminal Canada II | Hardisty Terminal Services Agreement | Related party
Related Party Transaction [Line Items]
Operating and maintenance | $			$ 2,500
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 | 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	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		461,136
General partner interest (as percent)					2.00%
Common Units | Limited Partner
Related Party Transaction [Line Items]
Partners' capital account (in units)	24,411,280		24,411,280	21,915,359	24,411,280	21,915,359	24,410,226	21,916,024	21,914,224	19,537,971
Common Units | Limited Partner | USDG
Related Party Transaction [Line Items]
Partners' capital account (in units)	9,464,381		9,464,381		9,464,381
Units pledged as collateral (in units)	10,000,000		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	2,092,709	4,185,418	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		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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Related Party Transaction [Line Items]
Accounts receivable — related party	$ 1,689		$ 1,689		$ 624
Lease revenues | Terminalling and Fleets Services Agreements
Related Party Transaction [Line Items]
Other current and non-current assets — related party	503		503		174
Customer prepayments, current position | Terminalling and Fleets Services Agreements
Related Party Transaction [Line Items]
Deferred revenue— related party	1,464		1,464		1,885
USD Marketing | Related party
Related Party Transaction [Line Items]
Related party	5,863	$ 6,926	19,509	$ 19,051
USD Marketing | Terminalling services — related party | Related party
Related Party Transaction [Line Items]
Related party	4,459	5,715	15,622	15,414
USD Marketing | Fleet leases — related party | Related party
Related Party Transaction [Line Items]
Related party	984	984	2,951	2,951
USD Marketing | Fleet services — related party | Related party
Related Party Transaction [Line Items]
Related party	227	227	682	682
USD Marketing | Freight and other reimbursables — related party | Related party
Related Party Transaction [Line Items]
Related party	193	$ 0	254	$ 4
USD Marketing | Lease revenues | Terminalling and Fleets Services Agreements
Related Party Transaction [Line Items]
Accounts receivable — related party	1,689		1,689		624
Accounts payable — related party (1)	$ 2,547		$ 2,547		$ 67

TRANSACTIONS WITH RELATED PAR_5

TRANSACTIONS WITH RELATED PARTIES - Schedule of Cash Distributions (Details) - USD ($) $ in Thousands	Feb. 19, 2019	Aug. 14, 2018	May 11, 2018
USDG
Related Party Transaction [Line Items]
Amount Paid to USDG	$ 4,161	$ 4,218	$ 4,189
USD Group LLC
Related Party Transaction [Line Items]
Amount Paid to USD Partners GP LLC	$ 285	$ 329	$ 308

SEGMENT REPORTING - Narrative (

SEGMENT REPORTING - Narrative (Details)	9 Months Ended
	Sep. 30, 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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Revenues
Revenues	$ 24,031	$ 22,660	$ 64,568	$ 69,845
Total revenues	29,894	29,586	84,077	88,896
Operating costs
Operating and maintenance — related party	4,952	2,686	10,673	7,540
Selling, general and administrative — related party	4,346	4,356	14,220	13,552
Depreciation and amortization	5,300	5,271	15,317	15,807
Total operating costs	24,163	21,764	67,764	65,813
Operating income (loss)	5,731	7,822	16,313	23,083
Interest expense	3,005	2,827	9,174	8,025
Loss (gain) associated with derivative instruments	220	(413)	1,966	(1,823)
Foreign currency transaction loss (gain)	35	(89)	237	(183)
Other expense (income), net	(49)	(1)	(52)	71
Provision for (benefit from) income taxes	414	(430)	612	(2,247)
Net income	2,106	5,928	4,376	19,240
Goodwill	33,589		33,589		$ 33,589
Related party
Revenues
Revenues	5,863	6,926	19,509	19,051
Fleet services	984	984	2,951	2,951
Operating costs
Operating and maintenance — related party	2,471	0	2,471	0
Selling, general and administrative — related party	1,406	1,893	6,081	5,640
Operating Segments | Terminalling services
Revenues
Total revenues	28,388	28,087	79,807	83,065
Operating costs
Operating and maintenance — related party	3,934	1,634	7,622	4,362
Selling, general and administrative — related party	1,368	1,346	4,628	4,133
Depreciation and amortization	5,300	5,271	15,317	15,807
Total operating costs	19,922	17,494	54,642	51,523
Operating income (loss)	8,466	10,593	25,165	31,542
Interest expense	0	0	0	0
Loss (gain) associated with derivative instruments	0	0	0	0
Foreign currency transaction loss (gain)	33	(30)	(62)	32
Other expense (income), net	(45)	(1)	(44)	71
Provision for (benefit from) income taxes	406	(431)	596	(2,265)
Net income	8,072	11,055	24,675	33,704
Operating Segments | Terminalling services | Related party
Revenues
Fleet services	0	0	0	0
Operating Segments | Fleet services
Revenues
Total revenues	1,506	1,499	4,270	5,831
Operating costs
Operating and maintenance — related party	1,018	1,052	3,051	3,178
Selling, general and administrative — related party	218	401	710	961
Depreciation and amortization	0	0	0	0
Total operating costs	1,481	1,661	4,240	5,832
Operating income (loss)	25	(162)	30	(1)
Interest expense	0	0	0	0
Loss (gain) associated with derivative instruments	0	0	0	0
Foreign currency transaction loss (gain)	(2)	3	6	(4)
Other expense (income), net	0	0	0	0
Provision for (benefit from) income taxes	8	5	16	21
Net income	19	(170)	8	(18)
Operating Segments | Fleet services | Related party
Revenues
Fleet services	984	984	2,951	2,951
Corporate
Revenues
Total revenues	0	0	0	0
Operating costs
Operating and maintenance — related party	0	0	0	0
Selling, general and administrative — related party	2,760	2,609	8,882	8,458
Depreciation and amortization	0	0	0	0
Total operating costs	2,760	2,609	8,882	8,458
Operating income (loss)	(2,760)	(2,609)	(8,882)	(8,458)
Interest expense	3,005	2,827	9,174	8,025
Loss (gain) associated with derivative instruments	220	(413)	1,966	(1,823)
Foreign currency transaction loss (gain)	4	(62)	293	(211)
Other expense (income), net	(4)	0	(8)	0
Provision for (benefit from) income taxes	0	(4)	0	(3)
Net income	(5,985)	(4,957)	(20,307)	(14,446)
Corporate | Related party
Revenues
Fleet services	0	0	0	0
Terminalling services
Revenues
Revenues	23,709	22,070	63,437	66,586
Terminalling services | Related party
Revenues
Revenues	4,459	5,715	15,622	15,414
Terminalling services | Operating Segments | Terminalling services
Revenues
Revenues	23,709	22,070	63,437	66,586
Terminalling services | Operating Segments | Terminalling services | Related party
Revenues
Revenues	4,459	5,715	15,622	15,414
Terminalling services | Corporate
Revenues
Revenues	0	0	0	0
Terminalling services | Corporate | Related party
Revenues
Revenues	0	0	0	0
Fleet services
Revenues
Revenues	50	80	158	505
Fleet services		80		505
Fleet services | Related party
Revenues
Revenues	227	227	682	682
Fleet services | Operating Segments | Fleet services
Revenues
Revenues	50	80	158	505
Fleet services | Operating Segments | Fleet services | Related party
Revenues
Revenues	227	227	682	682
Fleet services | Corporate
Revenues
Revenues	0	0	0	0
Fleet services | Corporate | Related party
Revenues
Revenues	0	0	0	0
Freight and other reimbursables
Revenues
Revenues	272	510	973	2,754
Operating costs
Operating costs	465	510	1,227	2,758
Freight and other reimbursables | Related party
Revenues
Revenues	193	0	254	4
Freight and other reimbursables | Operating Segments | Terminalling services
Revenues
Revenues	220	302	741	1,062
Operating costs
Operating costs	220	302	748	1,065
Freight and other reimbursables | Operating Segments | Terminalling services | Related party
Revenues
Revenues	0	0	7	3
Freight and other reimbursables | Operating Segments | Fleet services
Revenues
Revenues	52	208	232	1,692
Operating costs
Operating costs	245	208	479	1,693
Freight and other reimbursables | Operating Segments | Fleet services | Related party
Revenues
Revenues	193	0	247	1
Freight and other reimbursables | Corporate
Revenues
Revenues	0	0	0	0
Operating costs
Operating costs	0	0	0	0
Freight and other reimbursables | Corporate | Related party
Revenues
Revenues	0	0	0	0
Subcontracted rail services
Operating costs
Operating costs	3,689	3,674	10,953	10,047
Subcontracted rail services | Operating Segments | Terminalling services
Operating costs
Operating costs	3,689	3,674	10,953	10,047
Subcontracted rail services | Operating Segments | Fleet services
Operating costs
Operating costs	0	0	0	0
Subcontracted rail services | Corporate
Operating costs
Operating costs	0	0	0	0
Pipeline fees
Operating costs
Operating costs	5,411	5,267	15,374	16,109
Pipeline fees | Operating Segments | Terminalling services
Operating costs
Operating costs	5,411	5,267	15,374	16,109
Pipeline fees | Operating Segments | Fleet services
Operating costs
Operating costs	0	0	0	0
Pipeline fees | Corporate
Operating costs
Operating costs	$ 0	$ 0	$ 0	$ 0

SEGMENT REPORTING - Reconciliat

SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Loss from Continuing Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting Information [Line Items]
Net income (loss)	$ 2,106	$ 5,928	$ 4,376	$ 19,240
Depreciation and amortization	5,300	5,271	15,317	15,807
Provision for (benefit from) income taxes	414	(430)	612	(2,247)
Foreign currency transaction loss (gain)	35	(89)	237	(183)
Operating Segments | Terminalling services
Segment Reporting Information [Line Items]
Net income (loss)	8,072	11,055	24,675	33,704
Interest income	(18)	0	(33)	0
Depreciation and amortization	5,300	5,271	15,317	15,807
Provision for (benefit from) income taxes	406	(431)	596	(2,265)
Foreign currency transaction loss (gain)	33	(30)	(62)	32
Loss associated with disposal of assets	0	0	50	73
Other income	(27)	0	(69)	0
Non-cash contract asset	1,435	(51)	1,545	(154)
Segment Adjusted EBITDA	15,201	15,814	42,019	47,197
Operating Segments | Fleet services
Segment Reporting Information [Line Items]
Net income (loss)	19	(170)	8	(18)
Depreciation and amortization	0	0	0	0
Provision for (benefit from) income taxes	8	5	16	21
Foreign currency transaction loss (gain)	(2)	3	6	(4)
Segment Adjusted EBITDA	$ 25	$ (162)	$ 30	$ (1)

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Effective income tax rate	16.00%	(8.00%)	12.00%	(13.00%)
Income (loss)	$ (2,520,000)	$ (5,498,000)	$ (4,988,000)	$ (16,993,000)
Unrecognized tax benefits	0		0		$ 0
Canada
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	4,400,000		4,400,000		4,200,000
Unrecognized tax benefits subject to expiration	$ 1,100,000		$ 1,100,000
Internal Revenue Service (IRS)
Operating Loss Carryforwards [Line Items]
Effective income tax rate	21.00%	21.00%	21.00%	21.00%
Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Federal and provincial income tax rate (as percent)	26.50%	26.50%	27.00%	27.00%
Subsidiaries
Operating Loss Carryforwards [Line Items]
Income (loss)	$ 200,000	$ 300,000	$ 400,000	$ 700,000
Subsidiaries | U.S.
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 1,700,000		$ 1,700,000		$ 1,300,000

INCOME TAXES - Schedule of Effe

INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Amount
Income tax expense at the U.S. federal statutory rate	$ 529	$ 1,154	$ 1,047	$ 3,568
Amount attributable to partnership not subject to income tax	(277)	(1,582)	(649)	(5,483)
Foreign income tax rate differential	105	(108)	168	(494)
Other	0	56	(53)	12
State income tax expense (benefit)	8	2	16	(4)
Change in valuation allowance	49	48	83	154
Provision for (benefit from) income taxes	$ 414	$ (430)	$ 612	$ (2,247)
Percent
Income tax expense at the U.S. federal statutory rate	21.00%	21.00%	21.00%	21.00%
Amount attributable to partnership not subject to income tax	(11.00%)	(29.00%)	(13.00%)	(32.00%)
Foreign income tax rate differential	4.00%	(2.00%)	3.00%	(3.00%)
Other	0.00%	1.00%	(1.00%)	0.00%
State income tax expense (benefit)	0.00%	0.00%	0.00%	0.00%
Change in valuation allowance	2.00%	1.00%	2.00%	1.00%
Provision for (benefit from) income taxes	16.00%	(8.00%)	12.00%	(13.00%)

INCOME TAXES - Components of In

INCOME TAXES - Components of Income Tax Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Current income tax expense (benefit):
U.S. federal income tax	$ 0	$ 0	$ 0	$ 4
State income tax expense (benefit)	8	2	16	(4)
Canadian federal and provincial income taxes expense	302	299	895	1,022
Total current income tax expense	310	301	911	1,022
Deferred income tax expense (benefit):
U.S. federal income tax expense	0	0	0	16
Canadian federal and provincial income taxes expense (benefit)	104	(731)	(299)	(3,285)
Total deferred income tax benefit	104	(731)	(299)	(3,269)
Provision for (benefit from) income taxes	$ 414	$ (430)	$ 612	$ (2,247)

INCOME TAXES - Schedule of Defe

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Deferred income tax assets
Property and equipment	$ 162
Capital loss carryforwards	368	$ 432
Operating loss carryforwards	359	183
Deferred income tax liabilities
Unbilled revenue	(232)	(336)
Prepaid expenses	(8)	(10)
Property and equipment	0	(24)
Valuation allowance	(719)	(605)
Deferred income tax liability, net	(70)	(360)
U.S.
Deferred income tax assets
Property and equipment	0
Capital loss carryforwards	0	0
Operating loss carryforwards	359	183
Deferred income tax liabilities
Unbilled revenue	0	0
Prepaid expenses	(8)	(10)
Property and equipment	0	0
Valuation allowance	(351)	(173)
Deferred income tax liability, net	0	0
Foreign
Deferred income tax assets
Property and equipment	162
Capital loss carryforwards	368	432
Operating loss carryforwards	0	0
Deferred income tax liabilities
Unbilled revenue	(232)	(336)
Prepaid expenses	0	0
Property and equipment	0	(24)
Valuation allowance	(368)	(432)
Deferred income tax liability, net	$ (70)	$ (360)

DERIVATIVE FINANCIAL INSTRUME_3

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - Total $ in Millions	1 Months Ended
	Nov. 30, 2017USD ($)
Derivative [Line Items]
Derivative, term of contract	5 years
Notional amount	$ 100
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	Sep. 30, 2019	Dec. 31, 2018
Derivative [Line Items]
Fair Value	$ (1,373)	$ 595
Other current assets
Derivative [Line Items]
Fair Value	0	260
Non-current assets
Derivative [Line Items]
Fair Value	0	335
Current liabilities
Derivative [Line Items]
Fair Value	(212)	0
Non-current liabilities
Derivative [Line Items]
Fair Value	$ (1,161)	$ 0

DERIVATIVE FINANCIAL INSTRUME_5

DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Loss (gain) associated with derivative instruments	$ 220	$ (413)	$ 1,966	$ (1,823)

DERIVATIVE FINANCIAL INSTRUME_6

DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Fair Values of Outstanding Foreign Currency Options (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Nov. 30, 2017
Derivative [Line Items]
Fair Value	$ (1,373,000)	$ 595,000
Ceiling
Derivative [Line Items]
Interest rate parameters, ceiling	2.50%
Fair Value	$ 102,000	1,238,000
Notional amount	$ 100,000,000
Floor
Derivative [Line Items]
Interest rate parameters, floor	1.70%
Fair Value	$ (1,475,000)	(643,000)
Notional amount	100,000,000
Total
Derivative [Line Items]
Interest rate parameters, ceiling			2.50%
Interest rate parameters, floor			1.70%
Fair Value	$ (1,373,000)	$ 595,000
Notional amount			$ 100,000,000

DERIVATIVE FINANCIAL INSTRUME_7

DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Commodity Swaps (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Derivative [Line Items]
Fair value of derivatives - gross presentation, assets (liability)	$ (1,373)	$ 595
Effects of netting arrangements, asset (liability)	0	0
Fair value of derivatives - net presentation, asset (liability)	(1,373)	595
Current assets
Derivative [Line Items]
Fair value of derivatives - gross presentation, assets	2	260
Effects of netting arrangements, asset	(2)	0
Fair value of derivatives - net presentation, asset	0	260
Fair value of derivatives - net presentation, asset (liability)	0	260
Non-current assets
Derivative [Line Items]
Fair value of derivatives - gross presentation, assets	100	978
Effects of netting arrangements, asset	(100)	(643)
Fair value of derivatives - net presentation, asset	0	335
Fair value of derivatives - net presentation, asset (liability)	0	335
Current liabilities
Derivative [Line Items]
Fair value of derivatives - gross presentation, liabilities	(214)	0
Effects of netting arrangements, liability	2	0
Fair value of derivatives - net presentation, liability	(212)	0
Fair value of derivatives - net presentation, asset (liability)	(212)	0
Non-current liabilities
Derivative [Line Items]
Fair value of derivatives - gross presentation, liabilities	(1,261)	(643)
Effects of netting arrangements, liability	100	643
Fair value of derivatives - net presentation, liability	(1,161)	0
Fair value of derivatives - net presentation, asset (liability)	$ (1,161)	$ 0

PARTNERS' CAPITAL (Details)

PARTNERS' CAPITAL (Details)	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2019quartershares	Sep. 30, 2019shares	Sep. 30, 2018shares	Sep. 30, 2019quarterinstallment$ / sharesshares	Sep. 30, 2018shares	Jun. 30, 2019shares	Dec. 31, 2018shares	Jun. 30, 2018shares	Dec. 31, 2017shares
Limited Partners' Capital Account [Line Items]
Targeted annual distribution amount (USD per share) | $ / shares				$ 1.15
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	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
Number of quarters distributions paid for | quarter	4
Conversion of units (in units)		0	0	38,750	38,750
Partners' capital account (in units)		0	38,750	0	38,750	0	38,750	38,750	82,500
Limited Partner | Common Units
Limited Partners' Capital Account [Line Items]
Conversion of units (in units)		0	0	2,131,459	2,131,459
Partners' capital account (in units)		24,411,280	21,915,359	24,411,280	21,915,359	24,410,226	21,916,024	21,914,224	19,537,971
Limited Partner | Subordinated Units
Limited Partners' Capital Account [Line Items]
Conversion of units (in units)		0	0	2,092,709	2,092,709
Partners' capital account (in units)		2,092,709	4,185,418	2,092,709	4,185,418	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)				363,797
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)				(453,459)
Units retained (in shares)				162,979

UNIT BASED COMPENSATION - Narra

UNIT BASED COMPENSATION - Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2019quartershares	Sep. 30, 2019USD ($)shares	Sep. 30, 2018USD ($)shares	Sep. 30, 2019USD ($)shares	Sep. 30, 2018USD ($)shares	Dec. 31, 2018shares	Jun. 30, 2019shares	Jun. 30, 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	$ 0	$ 0
Class A Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Partners' capital account (in units)		0	38,750	0	38,750	38,750			82,500
Forfeited (in shares)		0	0	0	(5,000)
Allocated share based compensation expense not expected to vest | $				$ 15,000
Allocated share-based compensation expense | $		$ 0	$ 42,000	$ 14,000	$ 216,000
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 | $		1,500,000	$ 1,400,000	$ 4,500,000	$ 4,100,000
Unit based compensation expense, unrecognized | $		$ 11,800,000		$ 11,800,000
Weighted average recognition period				2 years 6 months 23 days
Phantom Share Units (PSUs) | Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				1 year
LTIP | Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Approved for grant (in units)				633,637		553,940
Share remaining available (in units)		1,382,511		1,382,511
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
Number of quarters distributions paid for | quarter	4
Conversion of units (in units)		0	0	38,750	38,750
Partners' capital account (in units)		0	38,750	0	38,750	38,750	0	38,750	82,500
Forfeited (in shares)		0	0		(5,000)
Limited Partner | Common Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion of units (in units)		0	0	2,131,459	2,131,459
Partners' capital account (in units)		24,411,280	21,915,359	24,411,280	21,915,359	21,916,024	24,410,226	21,914,224	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)				363,797

UNIT BASED COMPENSATION - Class

UNIT BASED COMPENSATION - Class A Units (Details) - Class A Units - shares	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in shares)				38,750	82,500
Forfeited (in shares)		0	0	0	(5,000)
Ending balance (in shares)		0	38,750	0	38,750
Limited Partner
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in shares)		0	38,750	38,750	82,500
Vested (in shares)	(38,750)			(38,750)	(38,750)
Forfeited (in shares)		0	0		(5,000)
Ending balance (in shares)		0	38,750	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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Class A Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Selling, general and administrative	$ 0	$ 42	$ 14	$ 216

UNIT BASED COMPENSATION - Long-

UNIT BASED COMPENSATION - Long-term Incentive Plan (Details) - LTIP - $ / shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 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	11.54
Vested (USD per share)	11	10.86
Forfeited (USD per share)	10.99	11.07
Grant date average fair value, end of period (USD per share)	11.34	11.18
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	487,839
Vested (in shares)	(418,848)	(338,071)
Forfeited (in shares)	(3,275)	(56,740)
Phantom Units, end of period (in shares)	1,253,419	1,204,877
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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Distribution Equivalent Right
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified phantom units	$ 471	$ 440	$ 1,358	$ 1,269
Liability-classified Phantom Units	30	21	74	55
Total	501	461	1,432	1,324
Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified phantom units	474	$ 443	474	1,300
Share-based compensation, forfeited	$ 0		$ 8	$ 84

SUPPLEMENTAL CASH FLOW INFORM_3

SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jan. 01, 2019
Supplemental Cash Flow Elements [Abstract]
Cash paid for income taxes			$ 904	$ 626
Cash paid for interest			8,860	7,499
Cash paid for operating leases			4,526
Loss associated with disposal of assets			50	73
Amortization of deferred financing costs	$ 208	$ 216	865	646
Other			915	$ 719
Lessee, Lease, Description [Line Items]
Capital expenditures incurred but not yet paid			1,000
Operating lease right-of-use assets	13,083		13,083
Present value of lease liabilities	$ 13,350		$ 13,350
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 (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 14, 2019	Oct. 24, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Subsequent Event [Line Items]
Partners share targeted year-to-date distribution amount (USD per share)			$ 0.3675	$ 0.3650	$ 0.3625	$ 0.3575	$ 0.355	$ 0.3525	$ 1.095	$ 1.065
Targeted annual distribution amount (USD per share)									$ 1.15
Subsequent Event
Subsequent Event [Line Items]
Partners share targeted year-to-date distribution amount (USD per share)		$ 0.3675
Distribution (USD per share)		$ 0.0025
Increase in distribution		0.70%
Increase in distribution over minimum		27.80%
Subsequent Event | Common Units
Subsequent Event [Line Items]
Targeted annual distribution amount (USD per share)		$ 1.47
Subsequent Event | Scenario, Forecast | Common Units
Subsequent Event [Line Items]
Distributions, limited partner	$ 5,500
Subsequent Event | Scenario, Forecast | USDG | Common Units and Subordinated Units
Subsequent Event [Line Items]
Distributions, limited partner	4,200
Subsequent Event | Scenario, Forecast | USD Partners GP LLC
Subsequent Event [Line Items]
Distributions, general partner	$ 351