Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36674 | ||
Entity Registrant Name | USD PARTNERS LP | ||
Entity Incorporation, State Country Name | DE | ||
Entity Tax Identification Number | 30-0831007 | ||
Entity Address, Address Line One | 811 Main Street, Suite 2800 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77002 | ||
City Area Code | 281 | ||
Local Phone Number | 291-0510 | ||
Title of 12(b) Security | Common Units Representing Limited Partner Interests | ||
Trading Symbol | USDP | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 75,680,067 | ||
Entity Common Stock, Shares Outstanding | 33,758,607 | ||
Entity Central Index Key | 0001610682 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 243 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues | ||||
Total revenues | [1] | $ 111,655 | $ 204,485 | $ 170,082 |
Operating costs | ||||
Operating and maintenance | [1] | 11,818 | 11,738 | 12,885 |
Selling, general and administrative | [1] | 13,328 | 11,249 | 11,471 |
Impairment of intangible and long-lived assets | [1],[2] | 71,612 | 0 | 0 |
Goodwill impairment loss | [1],[2] | 0 | 0 | 33,589 |
Depreciation and amortization | [1],[2] | 19,643 | 23,167 | 22,480 |
Total operating costs | [1] | 171,340 | 178,600 | 175,694 |
Operating income (loss) | [1] | (59,685) | 25,885 | (5,612) |
Interest expense | [1] | 10,670 | 6,990 | 10,088 |
Loss (gain) associated with derivative instruments | [1] | (12,327) | (4,129) | 3,896 |
Foreign currency transaction loss (gain) | [1] | 2,055 | (707) | 170 |
Other income, net | [1] | (90) | (31) | (793) |
Income (loss) before income taxes | [1] | (59,993) | 23,762 | (18,973) |
Provision for income taxes | [1] | 1,293 | 933 | 337 |
Net income (loss) | [1],[2],[3] | (61,286) | 22,829 | (19,310) |
Net income (loss) attributable to limited partner interest | [1] | $ (59,917) | $ 21,099 | $ (19,479) |
Common units | ||||
Operating costs | ||||
Net income (loss) per common unit (basic) (in dollars per share) | [1] | $ (1.88) | $ 0.77 | $ (0.74) |
Net income (loss) per common unit (diluted) (in dollars per share) | [1] | $ (1.88) | $ 0.77 | $ (0.74) |
Weighted average common units outstanding, basic (in shares) | [1] | 31,915 | 27,182 | 26,514 |
Weighted average common units outstanding, diluted (in shares) | [1] | 31,915 | 27,182 | 26,514 |
Subordinated units | ||||
Operating costs | ||||
Net income (loss) per common unit (basic) (in dollars per share) | [1] | $ 0 | $ 0 | $ (0.05) |
Net income (loss) per common unit (diluted) (in dollars per share) | [1] | $ 0 | $ 0 | $ (0.05) |
Weighted average common units outstanding, basic (in shares) | [1] | 0 | 0 | 286 |
Weighted average common units outstanding, diluted (in shares) | [1] | 0 | 0 | 286 |
Related party | ||||
Operating costs | ||||
Operating and maintenance — related party | [1] | $ 258 | $ 244 | $ 0 |
Selling, general and administrative — related party | [1] | 12,457 | 59,443 | 36,899 |
Terminalling services | ||||
Revenues | ||||
Revenues | [1] | 104,409 | 196,180 | 154,041 |
Terminalling services | Related party | ||||
Revenues | ||||
Revenues | [1] | 2,666 | 2,753 | 10,031 |
Fleet leases — related party | Related party | ||||
Revenues | ||||
Revenues | [1] | 3,037 | 3,935 | 3,935 |
Fleet Services | ||||
Revenues | ||||
Revenues | [1] | 0 | 24 | 203 |
Fleet Services | Related party | ||||
Revenues | ||||
Revenues | [1] | 986 | 910 | 910 |
Freight and other reimbursables | ||||
Revenues | ||||
Revenues | [1] | 524 | 683 | 896 |
Operating costs | ||||
Operating costs | [1] | 557 | 683 | 962 |
Freight and other reimbursables | Related party | ||||
Revenues | ||||
Revenues | [1] | 33 | 0 | 66 |
Subcontracted rail services | ||||
Operating costs | ||||
Operating costs | [1] | 13,583 | 17,828 | 14,539 |
Pipeline fees | ||||
Operating costs | ||||
Operating costs | [1] | $ 28,084 | $ 54,248 | $ 42,869 |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control[2]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | [1],[2],[3] | $ (61,286) | $ 22,829 | $ (19,310) |
Other comprehensive income — foreign currency translation | [2] | (3,963) | (898) | 861 |
Comprehensive income (loss) | [2] | $ (65,249) | $ 21,931 | $ (18,449) |
[1]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities: | ||||
Net income (loss) | [1],[2],[3] | $ (61,286) | $ 22,829 | $ (19,310) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization | [1],[3] | 19,643 | 23,167 | 22,480 |
Loss (gain) associated with derivative instruments | [3] | (12,327) | (4,129) | 3,896 |
Settlement of derivative contracts | [1] | 15,878 | (1,112) | (892) |
Unit based compensation expense | [1] | 4,845 | 5,698 | 6,563 |
Loss associated with disposal of assets | [1] | 3 | 11 | 0 |
Deferred income taxes | [1] | 90 | (78) | (752) |
Amortization of deferred financing costs | [1] | 1,170 | 1,232 | 1,109 |
Impairment of intangible and long-lived assets | [1],[3] | 71,612 | 0 | 0 |
Goodwill impairment loss | [1],[3] | 0 | 0 | 33,589 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | [1] | 4,616 | 1,749 | (911) |
Accounts receivable — related party | [1] | 1,638 | 580 | 2,918 |
Prepaid expenses, inventory and other assets | [1] | 5,669 | (2,109) | (3,525) |
Other assets — related party | [1] | 0 | 15 | 335 |
Accounts payable and accrued expenses | [1] | (4,355) | 4,989 | (481) |
Accounts payable and accrued expenses — related party | [1] | (856) | 8,440 | (1,493) |
Deferred revenue and other liabilities | [1] | (9,174) | (3,050) | 8,086 |
Deferred revenue and other liabilities — related party | [1] | 75 | (346) | (1,041) |
Net cash provided by operating activities | [1] | 37,241 | 57,886 | 50,571 |
Cash flows from investing activities: | ||||
Additions of property and equipment | [1] | (468) | (5,187) | (3,194) |
Reimbursement of capital expenditures from collaboration arrangement | [1] | 1,749 | 0 | 0 |
Acquisition of Hardisty South entities from Sponsor | [1] | (75,000) | 0 | 0 |
Net cash used in investing activities | [1] | (73,719) | (5,187) | (3,194) |
Cash flows from financing activities: | ||||
Payments for deferred financing costs | [1] | (13) | (1,595) | (178) |
Distributions | [1] | (15,738) | (13,307) | (20,203) |
Vested Phantom Units used for payment of participant taxes | [1] | (1,096) | (860) | (1,789) |
Proceeds from long-term debt | [1] | 75,000 | 0 | 12,000 |
Repayment of long-term debt | [1] | (29,396) | (43,493) | (36,381) |
Net cash provided by (used in) financing activities | [1] | 28,757 | (59,255) | (46,551) |
Effect of exchange rates on cash | [1] | 784 | (1,226) | (100) |
Net change in cash, cash equivalents and restricted cash | [1] | (6,937) | (7,782) | 726 |
Cash, cash equivalents and restricted cash — beginning of year | [1] | 12,717 | 20,499 | 19,773 |
Cash, cash equivalents and restricted cash — end of year | [1] | $ 5,780 | $ 12,717 | $ 20,499 |
[1]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash and cash equivalents | [1] | $ 2,530 | $ 5,541 |
Restricted cash | [1] | 3,250 | 7,176 |
Accounts receivable, net | [1] | 2,169 | 6,764 |
Accounts receivable — related party | [1] | 409 | 2,051 |
Prepaid expenses | [1] | 3,188 | 4,538 |
Inventory | [1] | 0 | 3,027 |
Other current assets | [1] | 1,746 | 129 |
Total current assets | [1] | 13,292 | 29,226 |
Property and equipment, net | [1] | 106,894 | 157,854 |
Intangible assets, net | [1] | 3,526 | 48,886 |
Operating lease right-of-use assets | [1] | 1,508 | 5,658 |
Other non-current assets | [1] | 1,556 | 5,392 |
Total assets | [1] | 126,776 | 247,016 |
Current liabilities | |||
Accounts payable and accrued expenses | [1] | 3,771 | 7,706 |
Accounts payable and accrued expenses — related party | [1] | 765 | 14,131 |
Deferred revenue | [1] | 3,562 | 7,575 |
Deferred revenue — related party | [1] | 128 | 0 |
Long-term debt, current portion | [1] | 214,092 | 4,251 |
Operating lease liabilities, current | [1] | 700 | 4,674 |
Other current liabilities | [1] | 7,907 | 9,012 |
Other current liabilities — related party | [1] | 11 | 64 |
Total current liabilities | [1] | 230,936 | 47,413 |
Long-term debt, net | [1] | 0 | 167,370 |
Operating lease liabilities, non-current | [1] | 688 | 793 |
Other non-current liabilities | [1] | 7,556 | 9,585 |
Total liabilities | [1] | 239,180 | 225,161 |
Commitments and contingencies (Note 14) | [1] | ||
Partners’ capital | |||
General partner units (461,136 authorized and issued at December 31, 2021) | [1] | 0 | 5,678 |
Accumulated other comprehensive loss | [1] | (4,141) | (178) |
Total partners’ capital | [2] | (112,404) | 21,855 |
Total liabilities and partners’ capital | [1] | 126,776 | 247,016 |
Common units | |||
Partners’ capital | |||
Common units (33,381,187 authorized and issued at December 31, 2022 and 27,268,878 authorized and issued at December 31, 2021) | [1] | $ (108,263) | $ 16,355 |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
General partner units, authorized (in shares) | 461,136 | |
General partner units, issued (in shares) | 461,136 | |
Common units | ||
Limited partnership units, authorized (in shares) | 33,381,187 | 27,268,878 |
Limited partnership units, issued (in shares) | 33,381,187 | 27,268,878 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Accumulated other comprehensive income (loss) | Limited Partner Common units | Limited Partner Subordinated units | General Partner Units | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 24,411,892 | 2,092,709 | 461,136 | |||||||
Beginning balance at Dec. 31, 2019 | [1] | $ (141) | $ 61,013 | $ (22,597) | $ 4,541 | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Conversion of units (in shares) | [1] | 2,092,709 | (2,092,709) | ||||||||
Conversion of units | [1] | $ (23,423) | $ 23,423 | ||||||||
Common units issued for vested phantom units (in shares) | [1] | 340,114 | |||||||||
Common units issued for vested Phantom Units | [1] | $ (1,789) | |||||||||
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition | [1] | 0 | |||||||||
Net income (loss) | $ (19,310) | [2],[3],[4] | (19,464) | [1] | (15) | [1] | 169 | [1] | |||
Unit based compensation expense | [1] | 6,343 | 0 | 1 | |||||||
Distributions | [1] | (18,851) | $ (811) | (541) | |||||||
Acquisition of Hardisty South entities from Sponsor and conversion of General Partner units | [1] | $ 0 | $ 0 | ||||||||
Cumulative translation adjustment | 861 | [3] | 861 | [1] | |||||||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 26,844,715 | 0 | 461,136 | |||||||
Ending balance at Dec. 31, 2020 | [1] | 8,719 | 720 | $ 3,829 | $ 0 | $ 4,170 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Conversion of units (in shares) | [1] | 0 | 0 | ||||||||
Conversion of units | [1] | $ 0 | $ 0 | ||||||||
Common units issued for vested phantom units (in shares) | [1] | 424,163 | |||||||||
Common units issued for vested Phantom Units | [1] | $ (860) | |||||||||
Net income (loss) | 22,829 | [2],[3],[4] | 21,099 | [1] | 0 | [1] | 1,730 | [1] | |||
Unit based compensation expense | [1] | 5,371 | 1 | ||||||||
Distributions | [1] | $ (13,084) | $ 0 | $ (223) | |||||||
Cumulative translation adjustment | (898) | [3] | (898) | [1] | |||||||
Ending balance (in shares) at Dec. 31, 2021 | [1] | 27,268,878 | 0 | 461,136 | |||||||
Ending balance at Dec. 31, 2021 | [1] | 21,855 | (178) | $ 16,355 | $ 0 | $ 5,678 | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Conversion of units (in shares) | [1] | 0 | |||||||||
Conversion of units | [1] | $ 0 | |||||||||
Common units issued for vested phantom units (in shares) | [1] | 361,173 | |||||||||
Common units issued for vested Phantom Units | [1] | $ (1,096) | |||||||||
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition | [1] | 18,207 | |||||||||
Net income (loss) | (61,286) | [2],[3],[4] | (59,917) | [1] | 0 | [1] | (1,369) | [1] | |||
Unit based compensation expense | [1] | 4,617 | 0 | ||||||||
Distributions | [1] | $ (15,679) | $ 0 | $ (59) | |||||||
Acquisition of Hardisty South entities from Sponsor and conversion of General Partner units (in shares) | [1] | 5,751,136 | (461,136) | ||||||||
Acquisition of Hardisty South entities from Sponsor and conversion of General Partner units | [1] | $ (52,543) | $ (22,457) | ||||||||
Cumulative translation adjustment | (3,963) | [3] | (3,963) | [1] | |||||||
Ending balance (in shares) at Dec. 31, 2022 | [1] | 33,381,187 | 0 | 0 | |||||||
Ending balance at Dec. 31, 2022 | [1] | $ (112,404) | $ (4,141) | $ (108,263) | $ 0 | $ 0 | |||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS General USD Partners LP and its consolidated subsidiaries, collectively referred to herein as we, us, our, the Partnership and USDP, is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC, or USD, through its wholly-owned subsidiary, USD Group LLC, or USDG. We were formed to acquire, develop and operate midstream infrastructure and complimentary logistics solutions for crude oil, biofuels and other energy-related products. We generate substantially all of our operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. Our network of crude oil terminals facilitates the transportation of heavy crude oil from Western Canada to key demand centers across North America. Our operations include railcar loading and unloading, storage and blending in onsite tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. We also provide one of our customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons 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. A substantial amount of the operating cash flows related to the terminalling services that we provide are generated from take-or-pay contracts with minimum monthly commitment fees and, as a result, are not directly related to actual throughput volumes at our crude oil terminals. Throughput volumes at our terminals are primarily influenced by the difference in price between Western Canadian Select, or WCS, and other grades of crude oil, commonly referred to as spreads, rather than absolute price levels. WCS spreads are influenced by several market factors, including the availability of supplies relative to the level of demand from refiners and other end users, the price and availability of alternative grades of crude oil, the availability of takeaway capacity, as well as transportation costs from supply areas to demand centers. On April 6, 2022, we completed the acquisition of 100% of the entities owning the Hardisty South Terminal assets from USDG, exchanged our sponsor’s economic general partner interest in us for a non-economic general partner interest and eliminated our sponsor’s incentive distribution rights, or IDRs, for a total consideration of $75 million in cash and 5,751,136 common units, that was made effective as of April 1, 2022. The acquisition was determined to be a business combination of entities under common control. Refer to Note 3. Hardisty South Terminal Acquisition for more information. The entities acquired in the Hardisty South acquisition have been included in our Terminalling Services segment for all historical periods presented. Our capital accounts at December 31, 2021 included a 1.7% general partner interest held by USD Partners GP LLC, a wholly-owned subsidiary of USDG. The composition of our capital accounts was as follows at the specified dates: December 31, 2022 2021 Common units held by the Public 48.1 % 56.6 % Common units held by USDG 51.9 % 41.7 % General partner interest held by USD Partners GP LLC — % 1.7 % 100.0 % 100.0 % Going Concern We evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Our evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. The maturity date of our Credit Agreement (as defined below) is November 2, 2023. As a result of the maturity date being within 12 months after the date that these financial statements were issued, the amounts due under our Credit Agreement have been included in our going concern assessment. Our ability to continue as a going concern is dependent on the refinancing or the extension of the maturity date of our Credit Agreement. If we are unable to refinance or extend the maturity date of our Credit Agreement, we likely would not have sufficient cash on hand or available liquidity to repay the maturing Credit Agreement debt as it becomes due. The conditions described above raise substantial doubt about our ability to continue as a going concern for the next 12 months. In addition to the above, there was previous uncertainty in our ability to remain in compliance with the covenants contained in our Credit Agreement for a period of 12 months after we issued our third quarter 2022 financial statements. As discussed further in N ote 22 . Subsequent Events , in January 2023 we entered into an amendment to our Credit Agreement that, among other items, increases the total leverage ratio covenant allowed for by the Credit Agreement through September 2023. The Credit Agreement Amendment alleviates the previous uncertainty in our ability to remain in compliance with the covenants contained in our Credit Agreement through the current maturity date of the Credit Agreement. We are currently in negotiations with our lenders and pursuing plans to refinance our Credit Agreement or extend and amend the current obligations under the Credit Agreement, however we cannot make assurances that we will be successful in these efforts, or that any refinancing or extension would be on terms favorable to us. Moreover, our ability to refinance our outstanding indebtedness or extend the maturity date of our Credit Agreement may be negatively impacted to the extent we are unable to renew, extend or replace our customer agreements at the Hardisty and Stroud Terminals or experience prolonged delays in doing so. Due to the substantial doubt about our ability to continue as a going concern discussed above, as of December 31, 2022, we have recorded a valuation allowance against our deferred tax asset that is associated with our Canadian entities. These consolidated financial statements do not include any other adjustments that might result from the outcome of this uncertainty, nor do they include adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. US Development Group, LLC |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include, but are not limited to, the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the collectability of accounts receivable, the amounts of deferred revenue and related prepaid pipeline fees. Our consolidated financial statements and related notes have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal acquisition because the acquisition represented a business combination between entities under common control. We recorded the assets and liabilities acquired in the acquisition at their historical carrying amounts. Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. 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 accounts in our statement of operations accounts are translated into our reporting currency based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount. Revenue Recognition We recognize revenue from contracts with customers under the core principle to depict the transfer of control to our customers of goods or services in an amount reflecting the consideration for which we expect to be entitled. In order to achieve the core principle, we apply the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when a performance obligation is satisfied. We define a performance obligation as a promise in a contract to transfer a distinct good or service to the customer. We allocate the transaction price in a contract to each distinct performance obligation, which we recognize as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, we allocate the transaction price in the contract to each performance obligation using our best estimate of the standalone selling price for each distinct good or service in the contract, utilizing market-based and cost-plus margin inputs. We have elected to account for sales taxes received from customers on a net basis. We applied the right-to-invoice practical expedient to contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Terminalling Services Revenues We derive a majority of our revenues from contracts to provide terminalling services, which include pipeline transportation, storage, loading and unloading of crude oil and related products from and into railcars and trucks, as well as the transloading of biofuels from railcars into trucks. Our Terminal Services Agreements for crude oil, biofuels and related products are generally established under multi-year, take-or-pay arrangements that require monthly payments from our customers for their minimum monthly volume commitments in exchange for our performance of the terminalling services enumerated above. Variable consideration, such as volume-based pricing, included in our agreements is typically resolved within the applicable accounting period. We recognize revenue for the terminalling services we provide based upon the contractual rates set forth in our agreements related to throughput volumes. We recognize revenue over time as we render services based on the throughput volumes handled at our terminals as this best represents the value of the services we provide to customers. All of the contracted capacity at our Hardisty Terminal and West Colton Terminal is contracted under agreements that contain “take-or-pay” provisions where we are entitled to the payment of minimum monthly commitment fees from our customers, regardless of whether the specified throughput volume to which the customer committed is achieved. Our Terminal Services Agreements at our Hardisty Terminal and West Colton Terminal generally grant our customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. The make-up rights typically expire, if unused, in subsequent periods up to 12 months following the period for which the volumes were originally committed. We currently recognize substantially all of the amounts we receive for minimum commitment fees as revenue when collected, since breakage associated with these make-up rights options has varied between 97% and 100% based on our experience and expectations around usage of these options. Breakage rates are regularly evaluated and modified as necessary to reflect our current experience and expectations. If we do not expect to be entitled to a breakage amount, we defer the recognition of revenue associated with volumes that are below the minimum monthly commitment until we determine that the likelihood that the customer will be able to make up the minimum volume is remote. If we expect to be entitled to a breakage amount, we estimate the expected breakage and recognize the expected breakage amount as revenue in proportion to the trend of rights exercised by the customer. Fleet Services Revenues Our fleet services contract provides for the sourcing of railcar fleets and related logistics and maintenance services. We allocate revenue between the lease and service components based on relative standalone values and account for each component under the applicable accounting guidance. We record revenues for the fleet lease on a gross basis, since we are deemed the primary obligor for the services. We recognize revenue for our fleet lease and related party administrative services ratably over the lease contract period as services are consistently provided throughout the period. Revenue for reimbursable costs is recognized on a gross basis on our consolidated statements of operations as “ Freight and other reimbursables ,” as the costs are incurred. We have deferred revenues for amounts collected in advance from our customer in our Fleet services segment, which will be recognized as revenue as the underlying services are performed pursuant to the terms of our lease contract. Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for a majority of the states that impose an income tax. Taxes on our net income or loss are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP, which, has elected to be classified as an entity taxable as a corporation. Our provision for income taxes is predominantly attributable to Canadian federal and provincial income taxes imposed on our operations based in Canada. We are also subject to franchise tax in the State of Texas, that is, computed on our modified gross margin, which we have determined to be an income tax under the applicable accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP. We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. Our policy is to recognize any interest or penalties related to the underpayment of income taxes as a component of income tax expense or benefit. We have not historically incurred any significant interest or penalties for the underpayment of income taxes. Net income for financial statement purposes may differ significantly from the taxable income we allocate to our unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements set forth in our partnership agreement. The aggregate difference in the basis of our net assets for financial and tax reporting purposes compared to unitholders cannot be readily determined because information regarding each partner’s tax attributes in us is not available. Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. Inventory Our expectation is that any inventory we may acquire is comprised of crude oil and held on a temporary basis in connection with buy-sell agreements, in which we take title to commodities solely while in our terminals. We record our inventory at cost, representing the amount we pay to purchase the crude oil, and account for it on a first-in, first-out, or FIFO, basis. The purchase price we pay for the crude oil is set forth in our buy-sell agreements and is determined from an indexed market price less an agreed-upon rate differential. The market prices at which we ultimately sell the crude oil is determined based on the same indexed market price as the crude oil purchase, less an agreed-upon rate differential that is smaller than the rate differential used to determine the cost. The difference between the purchase price and the selling price establishes a fixed amount we receive, on a per barrel basis, when the inventory is sold pursuant to the terms of our buy-sell arrangements, eliminating any commodity price exposure to us. Based on the terms of our buy-sell arrangements, the selling price will always be greater than the cost of our inventory. The resulting income we receive represents a fee for the terminalling services we provide our customers, which we record net in “ Terminalling services ” revenues on our consolidated statement of income. Accounts Receivable Accounts receivable consist of billed and unbilled amounts due from our customers, which include crude oil producing and petroleum refining companies, as well as marketers of petroleum, petroleum products and biofuels, for services we have provided. We perform ongoing credit evaluations of our customers. When appropriate, we use the specific identification method to estimate allowances for doubtful accounts based on our customers’ financial condition and collection history, as well as other pertinent factors. Accounts are written-off against the allowance for doubtful accounts when significantly past due and we have deemed the amounts uncollectible. Capitalization Policies and Depreciation Methods We record property and equipment at its original cost or fair value if acquired as part of a business acquisition, which we depreciate on a straight-line basis over the estimated useful lives of the assets, which range from three During construction, we capitalize direct costs, such as labor, materials and overhead, as well as interest cost we may incur on indebtedness at our incremental borrowing rate. Asset Retirement Obligations We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying amount of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. Legal obligations exist for our West Colton Terminal facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We generally own the land on which our Casper, Stroud and Hardisty terminals and related facilities reside and as a result, similar legal obligations generally do not exist that would require us to remove our Casper, Stroud and Hardisty facilities at final abandonment. However, a portion of the Casper Terminal and pipeline, and the Stroud pipeline, are on land that is owned by third parties for which we have been granted a lease, license or right-of-way, where the land owner has the option to either purchase the facilities from us at salvage value, or to require us to remove our facilities at the termination of the lease, license or right-of-way and restore the land to its original condition. Our West Colton Terminal operates in a geographical and regulatory environment that has significant unique operating characteristics that make determination of the economic life of the asset, coupled with the methods of settlement necessary for estimating the fair value of the ARO related to this facility, impracticable. With respect to the Casper Terminal and Stroud Terminal, we cannot reasonably estimate the timing nor determine the method that the lessor will elect with regard to the action we will be required to take at the termination of the lease. In each of these cases, the asset retirement obligation cost is considered indeterminate because there is limited data or information that can be derived from past practice, industry practice, our intentions or the estimated economic life of the asset. Useful lives of our terminal facilities are primarily derived from available supply resources and ultimate consumption of those resources by end users. Many variables can affect the remaining lives of the assets, which preclude us from making a reasonable estimate of the ARO. We will recognize the fair value of an ARO for the Casper, Stroud and West Colton Terminal facilities in the periods in which sufficient information exists that will allow us to reasonably estimate potential settlement dates and methods. Impairment of Long-lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include: a significant decrease in the market value of the asset, operating income or cash flows associated with the use of the asset and a significant change in the asset’s physical condition or use. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable based on the estimated future undiscounted cash flows or when other methods of assessing fair value determine that fair value is less than the carrying amount of the asset, an impairment loss is recognized to the extent the carrying amount exceeds the estimated fair value of the long-lived asset. Refer to Note 8. Property and Equipment and Note 10. Goodwill and Intangible Assets for further discussion. Intangible Assets Our intangible assets consist of customer relationships at the Casper Terminal. We amortize these assets on a straight-line basis over the estimated useful lives of the underlying assets, representing the period over which the assets are expected to contribute directly or indirectly to our future cash flows. Refer to Note 10. Goodwill and Intangible Assets for additional discussion regarding impairment of our intangible assets. Leases We classify 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. 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. However, on occasion we enter into lease agreements that have renewal options. For these leases, we include the renewal options to extend the lease in our operating lease right-of-use assets and liabilities when it is reasonably certain that we will exercise the renewal option. 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 a railcar manufacturer 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 operations 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 noncancelable 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 statement of operations 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 operations. 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 operations. 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. Additionally, the related party Terminal Services Agreement associated with renewable diesel at our West Colton Terminal is accounted for as a lease income to us. 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 agreement 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 storage tank leases or railcar master fleet services agreement have options to purchase the underlying assets. As discussed above under Lessee Accounting, we effectively sublease all of our leased railcars to a customer under terms similar to the terms of our lease agreement with the railcar manufacturer 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. The general terms of the related party Terminal Services Agreement associated with renewable diesel at our West Colton Terminal requires monthly payments for a minimum volume commitment and also includes variable payments attributable to throughput that is delivered over the monthly minimum commitment and variable payments attributable to indexed-based rate escalations. We recognize revenue from our lessor operating lease contracts that contain escalation clauses for fixed amounts during the lease term, on a straight-line basis over the term of the lease in our consolidated statements of operations. The difference between fleet lease revenue and the amounts received under the lease contract are included in “ Other current assets — related party, ” “ Other non-current assets — related party, ” “ Other current liabilities — related party ” and “ Other non-current liabilities — related party ” in our Consolidated Balance Sheets. 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 9. Leases for further discussion. Fair Value Measurements We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We employ a hierarchy which prioritizes the inputs we use for recurring fair value measurements into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). • Level 3 — Significant unobservable inputs (including our own assumptions in determining fair value). We use the cost, income or market valuation approaches to estimate the fair value of our assets and liabilities when insufficient market-observable data is available to support our valuation assumptions. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and the long-term debt represented by our Credit Agreement as presented on our consolidated balance sheets approximate fair value due to the short-term nature of these items and, with respect to the Credit Agreement, the frequent re-pricing of the underlying obligations. The fair value of our accounts receivable and payables with affiliates cannot be determined due to the related party nature of these items. Derivative Financial Instruments Our net income or loss and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. In order to manage our exposure to fluctuations in interest rates and foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset a portion of these risks. We have a program that utilizes futures, forwards, swaps, options and other financial instruments with similar characteristics, to reduce the risks associated with volatility in our interest rates on our variable rate debt and the effects of foreign currency exposures related to our Canadian subsidiaries, which have cash flows denominated in Canadian dollars. Under this program, our strategy is for the changes in value of the derivative contracts to mitigate adverse changes in our cash flows associated with the changes in interest rates and foreign currency exchange rates to the extent practical. Economically, the derivative contracts help us to limit our exposure such that the interest rates on our variable rate debt and foreign currency exchange rates will effectively lie between the floor and the ceiling of the rates set forth in the derivative contacts or otherwise fix the rates at a specified date and amount. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecast transaction and are not entered into for s |
HARDISTY SOUTH TERMINAL ACQUISI
HARDISTY SOUTH TERMINAL ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
HARDISTY SOUTH TERMINAL ACQUISITION | HARDISTY SOUTH TERMINAL ACQUISITIONOn April 6, 2022, we completed the acquisition of 100.0% of the entities owning the Hardisty South Terminal assets from USDG, exchanged our sponsor’s economic general partner interest in us for a non-economic general partner interest and eliminated our sponsor’s IDRs for a total consideration of $75 million in cash and 5,751,136 common units representing non-cash consideration, that was made effective as of April 1, 2022. The cash portion was funded with borrowings from our Credit Agreement. The Hardisty South Terminal, which commenced operations in January 2019, primarily consists of railcar loading facilities with capacity of one and one-half 120-railcar unit trains of transloading capacity per day, or approximately 112,500 barrels per day, of takeaway capacity. We accounted for our acquisition of the Hardisty South Terminal as a business combination under common control, whereby we recognized the acquisition of identifiable assets at historical costs and recast our prior financial statements for all periods presented. The following tables show the adjustments and resulting balance for each affected line item in our consolidated statements of operations for the periods indicated: Year Ended December 31, 2021 USD Partners LP (1) Hardisty South Acquisition Eliminations (2) Consolidated Results (in thousands) Revenues Terminalling services $ 113,810 $ 82,370 $ — $ 196,180 Terminalling services — related party 2,753 8,125 (8,125) 2,753 Fleet leases — related party 3,935 — — 3,935 Fleet services 24 — — 24 Fleet services — related party 910 — — 910 Freight and other reimbursables 666 17 — 683 Total revenues 122,098 90,512 (8,125) 204,485 Operating costs Subcontracted rail services 13,838 3,990 — 17,828 Pipeline fees 24,324 29,924 — 54,248 Freight and other reimbursables 666 17 — 683 Operating and maintenance 10,822 916 — 11,738 Operating and maintenance — related party 8,369 — (8,125) 244 Selling, general and administrative 10,376 873 — 11,249 Selling, general and administrative — related party 6,826 52,617 — 59,443 Goodwill impairment loss — — — — Depreciation and amortization 22,075 1,092 — 23,167 Total operating costs 97,296 89,429 (8,125) 178,600 Operating income 24,802 1,083 — 25,885 Interest expense 6,491 499 — 6,990 Gain associated with derivative instruments (4,129) — — (4,129) Foreign currency transaction loss (gain) 313 (1,020) — (707) Other income, net (31) — — (31) Income before income taxes 22,158 1,604 — 23,762 Provision for income taxes 700 233 — 933 Net income $ 21,458 $ 1,371 $ — $ 22,829 (1) As previously reported in our Annual Report on Form 10-K for the annual period ended December 31, 2021. (2) Represents business transactions between USDP and Hardisty South, whereby Hardisty South provided terminalling services for a third-party customer of USDP for contracted capacity that exceeded the transloading capacity that was available. Year Ended December 31, 2020 USD Partners LP (1) Hardisty South Acquisition Eliminations (2) Consolidated Results (in thousands) Revenues Terminalling services $ 104,053 $ 49,988 $ — $ 154,041 Terminalling services — related party 10,031 8,287 (8,287) 10,031 Fleet leases — related party 3,935 — — 3,935 Fleet services 203 — — 203 Fleet services — related party 910 — — 910 Freight and other reimbursables 845 51 — 896 Freight and other reimbursables — related party 66 — — 66 Total revenues 120,043 58,326 (8,287) 170,082 Operating costs Subcontracted rail services 10,845 3,694 — 14,539 Pipeline fees 23,862 19,007 — 42,869 Freight and other reimbursables 911 51 — 962 Operating and maintenance 10,459 2,426 — 12,885 Operating and maintenance — related party 8,287 — (8,287) — Selling, general and administrative 10,883 588 — 11,471 Selling, general and administrative — related party 7,374 29,525 36,899 Goodwill impairment loss 33,589 — — 33,589 Depreciation and amortization 21,496 984 — 22,480 Total operating costs 127,706 56,275 (8,287) 175,694 Operating income (loss) (7,663) 2,051 — (5,612) Interest expense 8,932 1,156 — 10,088 Loss associated with derivative instruments 3,896 — — 3,896 Foreign currency transaction loss (gain) 267 (97) — 170 Other expense (income), net (903) 110 — (793) Income (loss) before income taxes (19,855) 882 — (18,973) Provision for (benefit from) income taxes (41) 378 — 337 Net income (loss) $ (19,814) $ 504 $ — $ (19,310) (1) As previously reported in our Annual Report on Form 10-K for the annual period ended December 31, 2020. (2) Represents business transactions between USDP and Hardisty South, whereby Hardisty South provided terminalling services for a third-party customer of USDP for contracted capacity that exceeded the transloading capacity that was available. |
NET INCOME (LOSS) PER LIMITED P
NET INCOME (LOSS) PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER LIMITED PARTNER AND GENERAL PARTNER INTEREST | NET INCOME (LOSS) PER LIMITED PARTNER AND GENERAL PARTNER INTEREST Our net income is attributed to limited partners, in accordance with their respective ownership percentages. For periods prior to the cancellation of the IDRs and conversion of the General Partner units to a non-economic General Partner interest that resulted from the acquisition of the Hardisty South entities that became effective April 1, 2022, we used the two-class method when calculating the net income per unit applicable to limited partners, because we had more than one type of participating securities. For the prior periods, the classes of participating securities included Common Units, Subordinated Units, General Partner Units and IDRs. Prior to the acquisition, our net earnings were allocated between the limited and general partners in accordance with our partnership agreement. As a result of the Hardisty South Terminal acquisition, the general partner units no longer participate in earnings or distributions, including IDRs. Our recast net income includes earnings related to the Hardisty South entities prior to our acquisition, which have been allocated to the General Partner. We determined basic and diluted net income per limited partner unit as set forth in the following tables: For the Year Ended December 31, 2022 Common Subordinated Units (7) General Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests in USD Partners LP (1) $ (59,917) $ — $ (1,369) $ (61,286) Less: Distributable earnings (2) 14,371 — 3 14,374 Distributions in excess of earnings $ (74,288) $ — $ (1,372) $ (75,660) Weighted average units outstanding (3) 31,915 — 114 Distributable earnings per unit (4) $ 0.45 $ — Overdistributed earnings per unit (5) (2.33) — Net loss per limited partner unit (basic and diluted) (6) $ (1.88) $ — (1) Represents net loss allocated to each class of units based on the actual ownership of the Partnership during the period. (2) Represents the per unit distribution paid of $0.1235 per unit for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022, and the per unit distributable of $0.1235 per unit for the three months ended December 31, 2022, representing the full year distribution amount of $0.494 per unit. For the quarter ended December 31, 2022, USDG waived its fourth quarter distribution on all of its 17,308,226 common units. Amounts presented for each class of units include a proportionate amount of the $506 thousand distributed and $169 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 year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distribution in excess of earnings divided by the weighted average number of units outstanding. (6) Our computation of net loss per limited partner unit excludes the effects of 1,368,372 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. (7) In February 2020, the final tranche of 2,092,709 subordinated units were converted into common units and therefore there were no subordinated units outstanding during 2022. Refer to Note 19. Partners’ Capital for more information. For the Year Ended December 31, 2021 Common Subordinated Units (7) General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 21,099 $ — $ 1,730 $ 22,829 Less: Distributable earnings (2) 13,415 — 227 13,642 Excess net income $ 7,684 $ — $ 1,503 $ 9,187 Weighted average units outstanding (3) 27,182 — 461 Distributable earnings per unit (4) $ 0.49 $ — Underdistributed earnings per unit (5) 0.28 — Net loss per limited partner unit (basic and diluted) (6) $ 0.77 $ — (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. (2) Represents the per unit distributions paid of $0.1135 per unit for the three months ended March 31, 2021, the per unit distribution paid of $0.116 for the three months ended June 30, 2021, the per unit distribution paid of $0.1185 for the three months ended September 30, 2021, and the per unit distribution of $0.121 per unit for the three months ended December 31, 2021, representing the full year distribution of $0.469 per unit. Amounts presented for each class of units include a proportionate amount of the $652 thousand distributed for the year to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the additional amount per unit necessary to distribute the excess net income for the period among our limited partners and our general partner according to the distribution formula for available cash as set forth in our partnership agreement.. (6) Our computation of net income per limited partner unit excludes the effects of 1,343,765 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. (7) In February 2020, the final vesting tranche of 2,092,709 subordinated units were converted into common units and therefore there were no subordinated units outstanding during 2021. Refer to Note 19. Partners’ Capital for more information. For the Year Ended December 31, 2020 Common Subordinated Units (7) General Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests in USD Partners LP (1) $ (19,464) $ (15) $ 169 $ (19,310) Less: Distributable earnings (2) 12,515 — 215 12,730 Distributions in excess of earnings $ (31,979) $ (15) $ (46) $ (32,040) Weighted average units outstanding (3) 26,514 286 461 Distributable earnings per unit (4) $ 0.47 $ — Overdistributed earnings per unit (5) (1.21) (0.05) Net loss per limited partner unit (basic and diluted) (6) $ (0.74) $ (0.05) (1) Represents net loss allocated to each class of units based on the actual ownership of the Partnership during the year. (2) Represents the per unit distribution paid of $0.111 per unit for the three months ended March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020, representing the full year distribution of $0.444 per unit. Amounts presented for each class of units include a proportionate amount of the $608 thousand distributed for the year to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. (6) Our computation of net loss per limited partner unit excludes the effects of 1,364,902 equity-classified phantom unit awards outstanding, as they were anti-dilutive for the period presented. (7) In February 2020, the final vesting tranche of 2,092,709 subordinated units were converted into common units. Refer to Note 19. Partners’ Capital for more information. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | REVENUES We have included in the discussion below, information regarding our revenues from contracts with customers. Refer to Note 2. Summary of Significant Accounting Policies for further discussion of our revenue recognition accounting policy. 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 15. Segment Reporting for our disaggregated revenues by segment and summarized geographic data. Remaining Performance Obligations The transaction price allocated to the remaining performance obligations associated with our Terminal and Fleet services agreements as of December 31, 2022 are as follows for the periods indicated: 2023 2024 2025 2026 2027 Thereafter Total (in thousands) Terminalling Services (1)(2) $ 56,082 $ 25,340 $ 24,149 $ 24,149 $ 20,240 $ 72,526 $ 222,486 Fleet Services 180 — — — — — 180 Total $ 56,262 $ 25,340 $ 24,149 $ 24,149 $ 20,240 $ 72,526 $ 222,666 (1) A significant portion of our Terminal Services Agreements are denominated in Canadian dollars. We have converted the remaining performance obligations associated with these Canadian dollar-denominated contracts using the year-to-date average exchange rate of 0.7689 U.S. dollars for each Canadian dollar at December 31, 2022. (2) Includes fixed monthly minimum commitment fees per contract and excludes constrained estimates of 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. Deferred Revenue Our deferred revenue is a form of a contract liability and consists of amounts collected in advance from customers associated with their terminal 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 is currently approximately 99% based on our expectations around usage of these options. Accordingly, we had $0.4 million and $1.4 million of deferred revenue at December 31, 2022 and 2021, respectively, for estimated breakage associated with the make-up rights options we granted to our customers. We also have deferred revenue that represents 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 current liabilities ” and “ Other non-current liabilities ” on our consolidated balance sheets. The following table presents the amounts outstanding on our consolidated balance sheets and changes associated with the balance of our deferred revenue for the year ended December 31, 2022: December 31, 2021 Cash Additions for Customer Prepayments Balance Sheet Reclassification Revenue Recognized December 31, 2022 (in thousands) Deferred revenue (1) $ 7,575 $ 3,562 $ — $ (7,575) $ 3,562 Other current liabilities $ 6,755 $ — $ 5,766 $ (6,840) $ 5,681 Other non-current liabilities (2) $ 9,482 $ 227 $ (5,766) $ — $ 3,943 (1) Includes deferred revenue of $0.4 million and $1.4 million at December 31, 2022 and 2021, respectively, for estimated breakage associated with the make-up right options we granted our customers as discussed above. (2) Includes cumulative revenue that has been deferred due to tiered billing provisions included in certain of our Canadian dollar-denominated contracts, as discussed above. As such, the change in “Other current liabilities” has been decreased by $0.4 million and “ Other non-current liabilities ” presented has been decreased by $0.6 million due to the impact of the change in the end of period exchange rate between December 31, 2022 and 2021. Deferred Revenue — Fleet Leases Our deferred revenue also includes advance payments from our customer 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 included $0.1 million at December 31, 2022, in “ Deferred revenue — related party ” on our consolidated balance sheets associated with our customer’s prepayment for our fleet lease agreements. We had no amounts at December 31, 2021. Refer to Note 9. Leases for additional discussion of our lease revenues. |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2022 | |
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 12. Collaborative Arrangement . The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amount shown in our consolidated statements of cash flows for the specified periods: December 31, 2022 2021 2020 (in thousands) Cash and cash equivalents $ 2,530 $ 5,541 $ 12,545 Restricted cash 3,250 7,176 7,954 Total cash, cash equivalents and restricted cash $ 5,780 $ 12,717 $ 20,499 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE We had no allowances for doubtful accounts at December 31, 2022 and 2021. In addition, we had no bad debt expense for the years ended December 31, 2022, 2021 and 2020 in our consolidated statements of operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Our property and equipment is composed of the following asset classifications as of the dates indicated: December 31, Estimated 2022 2021 (in thousands) Land $ 10,110 $ 10,298 N/A Trackage and facilities 108,325 147,810 10-30 Pipeline 12,759 32,735 20-30 Equipment 22,553 27,014 3-20 Furniture 84 89 5-10 Total property and equipment 153,831 217,946 Accumulated depreciation (47,360) (60,953) Construction in progress (1) 423 861 Property and equipment, net $ 106,894 $ 157,854 (1) The amounts classified as “Construction in progress” are excluded from amounts being depreciated. These amounts represent property that has not been placed into productive service as of the respective consolidated balance sheet date. Depreciation Depreciation expense associated with property and equipment totaled $9.9 million, $10.6 million, and $9.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. We did not have any capitalized interest costs included in our property and equipment assets for the years ended December 31, 2022, 2021 and 2020. Stroud Terminal We determined the expiration of a customer contract for terminal services at our Stroud Terminal was an event that required us to evaluate our Stroud Terminal asset group for impairment. Our projections of the undiscounted cash flows expected to be derived from the operation and disposition of the Stroud terminal asset group exceeded the carrying value of the asset group as of June 30, 2022, the date of our evaluation, indicating cash flows were expected to be sufficient to recover the carrying value of the Stroud Terminal asset group. We have not observed any events or circumstances subsequent to our analysis that would suggest the fair value of our Stroud Terminal is below the carrying amount as of December 31, 2022. Casper Terminal In September 2022, we determined that recurring periods where cash flow projections were not met due to adverse market conditions at our Casper Terminal was an event that required us to evaluate our Casper Terminal asset group for impairment. We measured the fair value of our Casper terminal asset group by primarily relying on the cost approach. The income approach was considered in the context of our economic obsolescence analysis as part of the application of the cost approach. The sales comparison or market approach was used as the most appropriate methodology to derive the fair value of the land associated with the Casper terminal asset group. Our estimate of fair value required us to use significant unobservable inputs representative of a Level 3 fair value measurement, including those discussed below. The critical assumptions used in our cost approach impairment analysis include the following: 1) a range of 5 to 45 years to estimate the valuation useful life of the assets; 2) a hold factor ranging from 3% to 20% representing estimated appraisal depreciation floors that were used to establish a minimal value for assets remaining in use; and 3) estimates for replacement cost representing the current cost of producing or constructing a similar new asset having the nearest equivalent utility as the property being valued. As a result of the impairment analysis discussed above, we determined that the carrying value of the Casper Terminal asset group exceeded the fair value of the Casper terminal as of September 30, 2022, the date of our evaluation. As a result we have recognized a non-cash impairment loss of $36.0 million for the year ended December 31, 2022, to write down the property, plant and equipment of the terminal to its fair market value, the charge for which we have included in “ Impairment of intangible and long-lived assets ” within our consolidated statements of operations. The Casper Terminal is included in our Terminalling services segment as reported in our segment results included in Note 15. Segment Reporting |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Lessee We have noncancelable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Refer to Note 2. Summary of Significant Accounting Policies for additional discussion of our lease policies. For the Year Ended December 31, 2022 Weighted-average discount rate 4.1 % Weighted average remaining lease term in years 5.07 years Our total lease cost consisted of the following items for the dates indicated: For the Year Ended December 31, 2022 2021 2020 (in thousands) Operating lease cost $ 4,997 $ 6,018 $ 5,940 Short term lease cost 412 138 180 Variable lease cost 47 54 16 Sublease income (4,528) (5,395) (5,372) Total $ 928 $ 815 $ 764 The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancelable operating leases as of December 31, 2022 (in thousands): 2023 $ 746 2024 114 2025 114 2026 117 2027 121 Thereafter 384 Total lease payments $ 1,596 Less: imputed interest (208) Present value of lease liabilities $ 1,388 Lessor 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 noncancelable 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 and lease income from our related party Terminal Services Agreement associated with transloading renewable diesel at our West Colton Terminal that commenced in December 2021. Refer to Note 13. Transactions with Related Parties for additional discussion . For the Year Ended December 31, 2022 2021 2020 (in thousands, except lease term) Lease income (1) $ 9,306 $ 8,560 $ 9,295 Weighted average remaining lease term in years 3.49 years (1) Lease income presented above includes lease income from related parties. Refer to Note 13. Transactions with Related Parties for additional discussion of lease income from a related party. In addition, lease income as discussed above totaling $6.3 million, $4.6 million and $5.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, is included in “ Terminalling services ” and “ Terminalling services — related party” r evenues on our consolidated statement of operations. 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 noncancelable operating leases as of December 31, 2022 (in thousands): 2023 $ 4,496 2024 2,785 2025 2,777 2026 2,542 Total $ 12,600 |
LEASES | LEASES Lessee We have noncancelable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Refer to Note 2. Summary of Significant Accounting Policies for additional discussion of our lease policies. For the Year Ended December 31, 2022 Weighted-average discount rate 4.1 % Weighted average remaining lease term in years 5.07 years Our total lease cost consisted of the following items for the dates indicated: For the Year Ended December 31, 2022 2021 2020 (in thousands) Operating lease cost $ 4,997 $ 6,018 $ 5,940 Short term lease cost 412 138 180 Variable lease cost 47 54 16 Sublease income (4,528) (5,395) (5,372) Total $ 928 $ 815 $ 764 The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancelable operating leases as of December 31, 2022 (in thousands): 2023 $ 746 2024 114 2025 114 2026 117 2027 121 Thereafter 384 Total lease payments $ 1,596 Less: imputed interest (208) Present value of lease liabilities $ 1,388 Lessor 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 noncancelable 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 and lease income from our related party Terminal Services Agreement associated with transloading renewable diesel at our West Colton Terminal that commenced in December 2021. Refer to Note 13. Transactions with Related Parties for additional discussion . For the Year Ended December 31, 2022 2021 2020 (in thousands, except lease term) Lease income (1) $ 9,306 $ 8,560 $ 9,295 Weighted average remaining lease term in years 3.49 years (1) Lease income presented above includes lease income from related parties. Refer to Note 13. Transactions with Related Parties for additional discussion of lease income from a related party. In addition, lease income as discussed above totaling $6.3 million, $4.6 million and $5.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, is included in “ Terminalling services ” and “ Terminalling services — related party” r evenues on our consolidated statement of operations. 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 noncancelable operating leases as of December 31, 2022 (in thousands): 2023 $ 4,496 2024 2,785 2025 2,777 2026 2,542 Total $ 12,600 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
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. Historically, we tested goodwill for impairment annually based on the carrying amounts 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 amount. In March of 2020, we tested the goodwill associated with our Casper Terminal for impairment due to the overall downturn in the crude market and the decline in the demand for petroleum products, which could lead to delays or reductions of expected throughput levels and changes in expectations for current and future contracts at the Casper Terminal. The critical assumptions used in our analysis include the following: 1) a weighted average cost of capital of 12%; 2) a capital structure consisting of approximately 65% debt and 35% equity based on the capital structure of market participants; 3) a range of EBITDA multiples derived from equity prices of public companies with similar operating and investment characteristics, from 7.25x to 8.25x; 4) a range of EBITDA multiples for transactions based on actual sales and purchases of comparable businesses, from 8.0x to 9.0x; 5) a range of incremental volumes expected at our Casper Terminal of approximately 4,000 to 25,000 bpd for terminal and storage services resulting from the anticipated successful completion of the Enbridge DRA project. 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 determined that the carrying amount of our Casper Terminal reporting unit exceeded its fair value at March 31, 2020. Accordingly, we recognized an impairment loss of $33.6 million in our goodwill asset and included this charge in “ Goodwill impairment loss ” within our consolidated statement of operations for the year ended December 31, 2020. For additional information see Note 2. Summary of Significant Accounting Policies . At December 31, 2022 and 2021 we had no goodwill balance in our consolidated balance sheet. Intangible Assets The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: December 31, 2022 December 31, 2021 (in thousands) Carrying amount: Customer service agreements $ 3,832 $ 125,960 Other — 106 Total carrying amount 3,832 126,066 Accumulated amortization: Customer service agreements (306) (77,115) Other — (65) Total accumulated amortization (306) (77,180) Total intangible assets, net $ 3,526 $ 48,886 Our identifiable intangible assets at December 31, 2022 and 2021, originated from our acquisition of the Casper Terminal and are directly associated with our Terminalling services segment. The acquisition date fair value attributed to the intangible assets was based on the present value of the future revenue stream expected to be derived from our relationships with existing customers of the Casper Terminal and the additional service potential associated with these assets, which we expect to continue over a period of approximately 10 years. We amortize our intangibles on a straight-line basis over the 10 year estimated useful lives of these assets. As previously discussed in Note 8 Property and Equipment , at September 30, 2022 we tested our Casper Terminal asset group for impairment due to recurring periods where cash flow projections were not met due to adverse market conditions at our Casper Terminal, which we determined was a triggering event that required us to evaluate our Casper Terminal asset group for impairment. Our estimate of fair value required us to use significant unobservable inputs representative of a Level 3 fair value measurement. We measured the fair value of our Casper Terminal asset group by primarily relying on the cost approach and allocated a portion of that impairment to intangible assets. We determined that the carrying amount of our Casper terminal reporting unit exceeded its fair value at September 30, 2022. Accordingly, we recognized an impairment loss of $35.6 million in our intangible assets and included this charge in “ Impairment of intangible and long-lived assets ” within our consolidated statements of operations for the year ended December 31, 2022. At December 31, 2022, we had a remaining intangible asset balance of $3.5 million in our consolidated balance sheet. The Casper Terminal is included in our Terminalling services segment as reported in our segment results included in Note 15. Segment Reporting . The amortization expense associated with intangible assets totaled $9.8 million for the year ended December 31, 2022 and $12.6 million for the years ended December 31, 2021 and 2020. We expect the annual amortization expense associated with our intangible assets at December 31, 2022, to approximate $1.2 million for each of the next two years and $1.1 million for the third year. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Credit Agreement In November 2018, we amended and restated our revolving senior secured credit agreement, which we originally established in October 2014. We refer to the amended and restated senior secured credit agreement executed in November 2018, and as amended as described below, as the Credit Agreement and the original senior secured credit agreement as the Previous Credit Agreement. Our Credit Agreement amended and restated in its entirety our Previous Credit Agreement. On October 29, 2021, we entered into an amendment to our Credit Agreement, with a syndicate of lenders. The amendment extended the maturity date of the agreement by one year. The aggregate borrowing capacity of the facility is $275 million and reflects the resignation of Citibank N.A. as administrative agent and swing line lender under the facility and the appointment of Bank of Montreal as the successor administrative agent and swing line lender under the facility. Our Credit Agreement matures on November 2, 2023. Our Credit Agreement provides us with the ability to request an additional one-year maturity date extension, subject to the satisfaction of certain conditions including consent of the lenders, and allows us the option to increase the maximum amount of credit available up to a total facility size of $390 million, subject to receiving increased commitments from lenders and satisfaction of certain conditions. Our Credit Agreement, contains customary representations, warranties, covenants and events of default for facilities of this type. 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 borrowings under the Credit Agreement bear interest at either a base rate plus an applicable margin ranging from 1.00% to 2.00%, or at a rate based on the London Interbank Offered Rate, or LIBOR, or a comparable or successor rate plus an applicable margin ranging from 2.00% to 3.00%. The applicable margin, as well as a commitment fee of 0.375% to 0.50% per annum on unused commitments under the Credit Agreement will vary based upon our Consolidated Net Leverage Ratio, (as defined in our Credit Agreement). Our Credit Agreement contains affirmative and negative covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries to incur or guarantee debt, incur liens, make investments, make restricted payments, engage in certain business activities, engage in mergers, consolidations and other organizational changes, sell, transfer or otherwise dispose of assets, enter into burdensome agreements or enter into transactions with affiliates on terms that are not at arm’s length, in each case, subject to exceptions. Additionally, we are required to maintain the following financial ratios, each determined on a quarterly basis for the immediately preceding four quarter period then ended (or such shorter period as shall apply, on an annualized basis), as of December 31, 2022: • Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of at least 2.50 to 1.00; • Consolidated Net Leverage Ratio of not greater than 4.50 to 1.00 (or 5.00 to 1.00 at any time after we have issued at least $150 million of certain qualified unsecured notes and for so long as the notes remain outstanding (the “Qualified Notes Requirement”)). In addition, upon the consummation of a Specified Acquisition (as defined in our Credit Agreement), for the fiscal quarter in which the Specified Acquisition is consummated and for two fiscal quarters immediately following such fiscal quarter (the “Specified Acquisition Period”), if timely elected by us by written notice to the Administrative Agent, the maximum permitted ratio shall be increased to 5.00 to 1.00 (or 5.50 to 1.00 if the Qualified Notes Requirement has been met); and • after we have met the Qualified Notes Requirement, a Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) of not greater than 3.50 to 1.00 (or 4.00 to 1.00 during a Specified Acquisition Period). Our Credit Agreement generally prohibits us from making cash distributions (subject to exceptions as set forth in the Credit Agreement). However, so long as no default exists or would be caused by making a cash distribution, we may make cash distributions to our unitholders up to the amount of our available cash (as defined in our partnership agreement). The Credit Agreement contains events of default, including, but not limited to (and subject to grace periods in circumstances set forth in the Credit Agreement the failure to pay any principal, interest or fees when due, failure to perform or observe any covenant (subject in some cases to certain grace periods or other qualifications), any representation, warranty or certification made or deemed made in the agreements or related loan documentation being untrue in any material respect when made, default under certain material debt agreements, commencement of bankruptcy or other insolvency proceedings, certain changes in our ownership or the ownership of our general partner, certain material judgments or orders, ERISA events or the invalidity of the loan documents. Upon the occurrence and during the continuation of an event of default under the agreements, the lenders may, among other things, terminate their commitments, declare any outstanding loans to be immediately due and payable and/or exercise remedies against us and the collateral as may be available to the lenders under the agreements and related documentation or applicable law. In addition, prior to our acquisition, the Hardisty South entities had a Construction Loan Agreement and a corresponding Promissory Note, referred to collectively as the CLA, with BOKF, NA, dba Bank of Oklahoma which was originally established in September 2018. At December 31, 2021, the amended CLA had a maximum principal amount of $16.1 million and an interest rate of 3.25%. In March 2022, the agreement was amended to allow a related party subsidiary of our Sponsor, USD North America LP, to assume the outstanding obligations of the Hardisty South entities to BOK by becoming a co-borrower. As a result, the debt was transferred by the Hardisty South entities to USD North America LP in March 2022. Our long-term debt balances included the following components as of the specified dates: December 31, 2022 2021 (in thousands) Construction loan agreement - Bank of Oklahoma $ — $ 5,701 Credit Agreement $ 215,000 $ 168,000 Less: Deferred financing costs, net (908) (2,080) Less: Long-term debt, current portion $ (214,092) $ (4,251) Total long-term debt, net $ — $ 167,370 We determined the capacity available to us under the terms of our Credit Agreement, was as follows, as of the specified dates: December 31, 2022 2021 (in millions) Aggregate borrowing capacity under the Credit Agreement $ 275.0 $ 275.0 Less: Amounts outstanding under the Credit Agreement 215.0 168.0 Available under Credit Agreement based on capacity $ 60.0 $ 107.0 Available under the Credit Agreement based on covenants (1) $ 53.0 $ 80.0 (1) Pursuant to the terms of our Credit Agreement our borrowing capacity, currently, is limited to 4.5 times (5.0 times for the two quarters following a material acquisition) our trailing 12-month consolidated EBITDA, which equates to $53.0 million and $80.0 million of borrowing capacity available based on our covenants at December 31, 2022 and 2021, respectively. Our acquisition of Hardisty South, which was completed in April 2022, is treated as a material acquisition under the terms of our Credit Agreement. As a result, our borrowing capacity was limited to 5.0 times our 12-month trailing consolidated EBITDA through December 31, 2022. The weighted average interest rate on our outstanding indebtedness was 6.92% and 2.39% at December 31, 2022 and 2021, respectively, without consideration to the effect of our derivative contracts. In addition to the interest we incur on our outstanding indebtedness, we paid commitment fe es of 0.50% on unus ed commitments. At December 31, 2022, we were in compliance with the covenants set forth in our Credit Agreement. Effective October 2022, we entered into an interest rate derivative with a notional amount of $175.0 million to manage our exposure to fluctuations in the rates of interest we are charged on our Credit Agreement. Refer to Note 18. Derivative Financial Instruments for additional discussion of this derivative contract. Interest expense associated with our outstanding indebtedness was as follows for the specified periods: For the Years Ended December 31, 2022 2021 2020 (in thousands) Interest expense on Credit Agreement $ 9,500 $ 5,758 $ 8,979 Amortization of deferred financing costs 1,170 1,232 1,109 Total interest expense $ 10,670 $ 6,990 $ 10,088 Subsequent to December 31, 2022, we amended the terms of our Credit Agreement. Refer to Note 22. Subsequent Events for more information. |
COLLABORATIVE ARRANGEMENT
COLLABORATIVE ARRANGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
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 $28.1 million, $54.2 million and $42.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, which are presented as “ Pipeline fees ” in our consolidated statements of operations. As discussed in Note 5. Revenues , we have deferred revenue that represents cumulative revenue that has been deferred due to tiered billing provisions, which also results in a deferred pipeline fee expense that is recorded as assets on our Consolidated Balance Sheet. As such, we have included assets related to this agreement in “ Prepaid expenses ” of $2.0 million and $2.4 million at December 31, 2022 and 2021 and “ Other non-current assets |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH RELATED PARTIES | TRANSACTIONS WITH RELATED PARTIES Nature of Relationship with Related Parties USD is engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and other energy-related infrastructure across North America. USD is also the sole owner of USDG and the ultimate parent of our general partner. USD is owned by Energy Capital Partners, Goldman Sachs and certain members of its management. USDG is the sole owner of our general partner and at December 31, 2022, owns 17,308,226 of our common units representing a 51.9% limited partner interest in us. As of December 31, 2022, a value of up to $10.0 million of these common units were subject to a negative pledge supporting USDG’s revolving line of credit for working capital. 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, pursuant to our partnership agreement, is responsible for our overall governance and operations. However, our general partner has no obligation to, does not intend to and has not implied that it would, provide financial support to or fund cash flow deficits of the Partnership. 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 Clean Fuels LLC, or USDCF, is a subsidiary of USD organized for the purpose of providing production and logistics solutions to the growing market for clean energy transportation fuels. Omnibus Agreement We are a party to an omnibus agreement with USD, USDG and certain of their subsidiaries, or the Omnibus Agreement, including our general partner that provide for the following: • our payment of an annual amount to USDG for providing certain general and administrative services by USDG and its affiliates and executive management services by officers of our general partner. We also incur and pay additional amounts that are based on the costs actually incurred by USDG and its affiliates in providing the services; • our right of first offer, or ROFO, to acquire any additional midstream infrastructure that USD and USDG may construct or acquire in the future; • our obligation to reimburse USDG for any out-of-pocket costs and expenses incurred by USDG in providing general and administrative services (which reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement), as well as any other out-of-pocket expenses incurred by USDG on our behalf; and • an indemnity by USDG for certain environmental and other liabilities, and our obligation to indemnify USDG and its subsidiaries for events and conditions associated with the operation of our assets that occur after October 15, 2014, and for environmental liabilities related to our assets to the extent USDG is not required to indemnify us. So long as USDG controls our general partner, the Omnibus Agreement will remain in full force and effect. If USDG ceases to control our general partner, either party may terminate the Omnibus Agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. Payment of Annual Fee and Reimbursement of Expenses We pay USDG, in equal monthly installments, the annual amount USDG estimates will be payable by us during the calendar year for providing services for our benefit. The Omnibus Agreement provides that this amount, which included a fixed annual fee of $3.7 million for the year ended December 31, 2022, and $3.3 million for each of the years ended December 31, 2021 and 2020, may be adjusted annually to reflect, among other things, changes in the scope of the general and administrative services provided to us due to a contribution, acquisition or disposition of assets by us, or our subsidiaries, or for changes in any law, rule or regulation applicable to us, which affects the cost of providing the general and administrative services. We also reimburse USDG for any out-of-pocket costs and expenses incurred on our behalf in providing general and administrative services to us. This reimbursement is in addition to the amounts we pay to reimburse our general partner and its affiliates for certain costs and expenses incurred on our behalf for managing our business and operations, as required by our partnership agreement. The total amounts charged to us under the Omnibus Agreement for the years ended December 31, 2022, 2021 and 2020 was $9.1 million, $6.8 million and $7.4 million, respectively, which amounts are included in “Selling, general and administrative — related party” in our consolidated statements of operations. We had a payable balance of $0.8 million and $1.4 million with respect to these costs at December 31, 2022 and 2021, respectively, included in “ Accounts payable and accrued expenses — related party” in our consolidated balance sheets. USD Services Agreement Prior to our acquisition of the Hardisty South entities, USD and the Hardisty South entities entered into a services agreement for the provision of services related to the management and operation of transloading assets. Services provided consisted of financial and administrative, information technology, legal, management, human resources, and tax, among other services. The Hardisty South entities incurred $3.2 million pursuant to the agreement for the year ended December 31, 2022 and $52.2 million and $28.8 million of expense for the years ended December 31, 2021 and 2020, respectively, and these amounts are included in “ Selling, general, and administrative - related party ” in our consolidated statements of operations. Upon our acquisition of the Hardisty South entities effective April 1, 2022, this services agreement was cancelled and a similar agreement was established with us. Right of First Offer In October 2014, we entered into the Omnibus Agreement with USD and USDG, pursuant to which we were granted a ROFO on any midstream infrastructure assets that they may develop, construct, or acquire for a period of seven years. In June 2021, we entered into an Amended and Restated Omnibus Agreement with USD, USDG and certain other of their subsidiaries, which amends and restates the Omnibus Agreement, dated October 15, 2014, to extend the termination date of the ROFO period as defined in the Omnibus Agreement, by an additional five years such that the ROFO Period will terminate on October 15, 2026 unless a Partnership Change of Control, as defined in the Omnibus Agreement, occurs prior to such date. Under the Omnibus Agreement, prior to engaging in any negotiation regarding the sale, transfer or disposition to a third party of any midstream infrastructure assets that USD or USDG may develop, construct or acquire, USD or USDG is required to provide written notice to us setting forth the material terms and conditions upon which USD or USDG would sell or transfer such assets or businesses to us. Following the receipt of such notice, we will have 60 days to determine whether the asset is suitable for our business at that particular time and to propose a transaction with USD or USDG. We and USD or USDG will then have 60 days to negotiate in good faith to reach an agreement on such transaction. If we and USD or USDG, as applicable, are unable to agree on terms during such 60-day period, then USD or USDG, as applicable, may transfer such asset to any third party during a 180-day period following the expiration of such 60-day period on terms generally no less favorable to the third party than those included in the written notice. Our decision to make any offer will require the approval of the conflicts committee of the board of directors of our general partner. The consummation and timing of any acquisition by us of the assets covered by our ROFO will depend on, among other factors, USD or USDG’s decision to sell an asset covered by our ROFO, our ability to reach an agreement with USD or USDG on the price and other terms and our ability to obtain financing on acceptable terms. USD or USDG are under no obligation to accept any offer that we may choose to make. Additionally, the approval of Energy Capital Partners is required for the sale of any assets by USD or its subsidiaries, including sales to or by USDG and us (other than sales in the ordinary course of business), acquisitions of securities of other entities that exceed specified materiality thresholds and any material unbudgeted expenditures or deviations from our approved budgets. Energy Capital Partners may make these decisions free of any duty to us and our unitholders. This approval would be required for the potential acquisition by us of any projects or assets that USD or USDG may develop or acquire in the future or any third-party acquisition we may intend to pursue jointly or independently from USD or USDG. Energy Capital Partners is under no obligation to approve any such transaction. Indemnification USDG indemnifies us for liabilities, subject to an aggregate deductible of $500,000 relating to: • the consummation of the transactions in connection with USDG’s initial contribution of assets to us in October 2014; • events and conditions associated with any assets retained by USDG; and • all tax liabilities attributable to the assets contributed to us that arose prior to the closing of USDG’s initial contribution of assets to us in October 2014. Marketing Services Agreement — Stroud Terminal In connection with our purchase of the Stroud Terminal, we entered into a Marketing Services Agreement with USDM, or the Stroud Terminal MSA, 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 now 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 ROFO with respect to midstream projects developed by USDG. Payments made under the Stroud Terminal MSA during the periods presented in this Report are discussed below under the heading “ Related Party Revenue and Deferred Revenue. ” Marketing Services Agreement - West Colton Terminal In June 2021, we entered into a new Terminal Services Agreement with USDCF that is supported by a minimum throughput commitment to USDCF from an investment-grade rated, refining customer as well as a performance guaranty from USD. The Terminal Services Agreement provides for the inbound shipment of renewable diesel on rail at our West Colton Terminal and the outbound shipment of the product on tank trucks to local consumers. The new Terminal Services Agreement has an initial term of five years and commenced on December 1, 2021. We have modified our existing West Colton Terminal so that it now has the capability to transload renewable diesel in addition to the ethanol that it has been transloading. In exchange for the new Terminal Services Agreement at our West Colton Terminal with USDCF discussed above, we also entered into a Marketing Services Agreement in June 2021, or the West Colton MSA, with USDCF pursuant to which we agreed to grant USDCF marketing and development rights pertaining to future renewable diesel opportunities associated with the West Colton Terminal in excess of the initial renewable diesel Terminal Services Agreement simultaneously executed in June 2021 between us and USDCF. These rights entitle USDCF to market all additional renewable diesel opportunities at the West Colton Terminal during the initial term of the USDCF agreement, and following the initial term of that agreement, all renewable diesel opportunities at the West Colton Terminal in excess of the throughput necessary to generate Adjusted EBITDA for the West Colton Terminal that is at least equal to the average monthly Adjusted EBITDA derived from the initial USDCF agreement during the 12 months prior to expiration of that agreement’s initial five-year term. Pursuant to the West Colton MSA, USDCF will fund any related capital costs associated with increasing the throughput or efficiency of the terminal to handle additional renewable diesel opportunities. In addition, we granted USDCF the right to develop other renewable diesel projects at the West Colton Terminal in exchange for a per barrel fee covering our associated operating costs. Any such development projects would be wholly-owned by USD and would be subject to the terms and conditions of the ROFO with respect to midstream infrastructure developed by USD. There have been no payments made under the West Colton MSA during the periods presented in this Report. Contribution Agreement On March 27, 2022, we entered into a Contribution, Conveyance and Assumption agreement, or the Contribution Agreement, with our sponsor to acquire 100.0% of the entities owning the Hardisty South Terminal assets from USDG as well as eliminate the IDRs and economic general partner interest of our Sponsor for a total consideration of $75.0 million in cash and 5,751,136 common units representing limited partner interests in us. We completed the transaction on April 6, 2022 with an effective date of April 1, 2022. Refer to Note 3. Hardisty South Terminal Acquisition for more information. Related Party Revenue and Deferred Revenue We have agreements to provide fleet services for USDM and terminal services with respect to our Stroud Terminal, which also include reimbursement to us for certain out-of-pocket expenses we incur, discussed in more detail below. We had agreements to provide terminal services with respect to our Hardisty Terminal to USDM during 2020 and certain years prior, as discussed below. Additionally, as previously discussed, we also entered into a Terminal Services Agreement at our West Colton Terminal with USDCF that became effective December 1, 2021. 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. The terms and conditions of these agreements were similar to the terms and conditions of agreements we have with other parties at the Hardisty Terminal that are not related to us. USDM’s agreement with the third-party customer was renewed and extended, effective July 1, 2020, and USDM subsequently assigned its Terminal Services Agreement with the third-party customer directly to us and is therefore no longer a customer at our Hardisty Terminal. USDM controlled approximately 25% of the available monthly capacity of the Hardisty Terminal through June 30, 2020. 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. Effective August 2021, upon the commencement of the contract changes associated with the successful completion of the diluent recovery unit, or DRU project, the existing customer elected to fully terminate the volume commitments attributable to USDM at the Stroud Terminal, and therefore effective August 2021, we are no longer receiving a fixed fee payment from USDM. However, the Marketing Services Agreement is still effective for any future customer contracts obtained by USDM at the Stroud Terminal. We include amounts received pursuant to these arrangements as revenue in the table below under “ Terminalling services — related party ” in our consolidated statements of operations. 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 ” and “ Fleet Services — related party ” and in our consolidated statements of operations. Our related party revenue from USD and affiliates are presented below in the following table for the indicated periods: For the Years Ended December 31, 2022 2021 2020 (in thousands) Terminalling services — related party $ 2,666 $ 2,753 $ 10,031 Fleet leases — related party 3,037 3,935 3,935 Fleet services — related party 986 910 910 Freight and other reimbursables — related party 33 — 66 $ 6,722 $ 7,598 $ 14,942 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: December 31, 2022 2021 (in thousands) Accounts receivable — related party $ 409 $ 2,051 Accounts payable and accrued expenses — related party (1) $ — $ 12,707 Other current liabilities — related party (2) $ 11 $ 64 Deferred revenue — related party (3) $ 128 $ — (1) Does not include amounts payable to related parties associated with the Omnibus Agreement, as discussed above. In addition the recasted balance at December 31, 2021, includes $12.6 million of payables to related parties attributable to the Hardisty South entities prior to our acquisition. (2) Represents a contract liability associated with a lease agreement with USDM and cumulative revenue that has been deferred due to tiered billing provisions. (3) Represents deferred revenues associated with our fleet services agreement with USD and affiliates for amounts we have collected from them for their prepaid leases. Cash Distributions We paid the following aggregate cash distributions to USDG as a holder of our common units and with respect to the February 2020 payment date, the sole owner of our subordinated units and to USD Partners GP LLC as sole holder of our general partner interest. For the Year Ended December 31, 2022 Distribution Declaration Date Record Date Distribution Amount Paid to Amount Paid to (in thousands) January 26, 2022 February 9, 2022 February 18, 2022 $ 1,398 $ 56 April 21, 2022 May 4, 2022 May 13, 2022 1,484 — July 20, 2022 August 3, 2022 August 12, 2022 2,138 — October 20, 2022 November 2, 2022 November 14, 2022 2,138 — $ 7,158 $ 56 For the Year Ended December 31, 2021 Distribution Declaration Date Record Date Distribution Amount Paid to Amount Paid to (in thousands) January 28, 2021 February 10, 2021 February 19, 2021 $ 1,283 $ 51 April 22, 2021 May 5, 2021 May 14, 2021 1,312 52 July 21, 2021 August 4, 2021 August 13, 2021 1,341 53 October 21, 2021 November 3, 2021 November 12, 2021 1,370 55 $ 5,306 $ 211 For the Year Ended December 31, 2020 Distribution Declaration Date Record Date Distribution Amount Paid to Amount Paid to (in thousands) January 30, 2020 February 10, 2020 February 19, 2020 $ 4,276 $ 372 April 23, 2020 May 5, 2020 May 15, 2020 1,283 51 July 23, 2020 August 4, 2020 August 14, 2020 1,283 51 October 22, 2020 November 3, 2020 November 13, 2020 1,283 51 $ 8,125 $ 525 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Rail Service Agreements We have rail service agreements at our terminal facilities with labor service providers that expired at various dates through 2020. After the initial term of those agreements, the rail service contracts continued to be in effect for consecutive one-year terms unless either party provided the other party written notice prior to the end of the term. In 2022 these contracts were amended to long-term contracts and expire in May 2025, at which time they will revert to consecutive one-year agreements unless either party provides the other party written notice prior to the end of the term. Under these agreements, we incurred $13.6 million, $17.8 million and $14.5 million in service fees for the years ended December 31, 2022, 2021 and 2020, respectively, which are recorded in “ Subcontracted rail services ” within our consolidated statements of operations. The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2023 $ 11,676 2024 11,356 2025 4,791 Total $ 27,823 Contingent Liabilities |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We manage our businesses in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges minimum monthly commitment fees under multi-year take-or-pay contracts to load and unload various grades of crude oil into and from railcars, as well as fixed fees per gallon to transload ethanol and renewable diesel 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 our customer with railcars and fleet services related to the transportation of liquid hydrocarbons under 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 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. Segment Allocation of Certain Selling, General and Administrative Costs Historically, we have allocated certain selling, general and administrative expenses to our Terminalling services and Fleet services segments that included corporate function personnel costs for managing our business that are allocated to us by our general partner, as well as other administrative expenses including audit fees and certain consulting fees. Beginning with the first quarter in 2021, these selling, general, and administrative expenses that are not directly related to operating our Terminalling services and Fleet services segments will now be allocated to corporate selling, general, and administrative expenses to better reflect the financial results of our Terminalling services and Fleet services segments. The effect of the change in allocation of the certain selling, general and administrative expenses increases the segment profit for both the Terminalling and Fleet segments with a corresponding increase to the loss associated with Corporate activities, as compared to the method of allocation that was used in the prior periods. For the Year Ended December 31, 2022 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 104,409 $ — $ — $ 104,409 Terminalling services — related party 2,666 — — 2,666 Fleet leases — related party — 3,037 — 3,037 Fleet services — — — — Fleet services — related party — 986 — 986 Freight and other reimbursables 524 — — 524 Freight and other reimbursables — related party 33 — — 33 Total revenues 107,632 4,023 — 111,655 Operating costs Subcontracted rail services 13,583 — — 13,583 Pipeline fees 28,084 — — 28,084 Freight and other reimbursables 557 — — 557 Operating and maintenance 8,830 3,246 — 12,076 Selling, general and administrative 9,559 115 16,111 25,785 Impairment of intangible and long-lived assets 71,612 — — 71,612 Goodwill impairment loss — — — — Depreciation and amortization 19,643 — — 19,643 Total operating costs 151,868 3,361 16,111 171,340 Operating income (loss) (44,236) 662 (16,111) (59,685) Interest expense 124 — 10,546 10,670 Gain associated with derivative instruments — — (12,327) (12,327) Foreign currency transaction loss (gain) 1,916 (14) 153 2,055 Other income, net (78) (3) (9) (90) Provision for income taxes 1,265 28 — 1,293 Net income (loss) $ (47,463) $ 651 $ (14,474) $ (61,286) Total assets $ 122,491 $ 1,111 $ 3,174 $ 126,776 Capital expenditures $ 75,468 $ — $ — $ 75,468 For the Year Ended December 31, 2021 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 196,180 $ — $ — $ 196,180 Terminalling services — related party 2,753 — — 2,753 Fleet leases— related party — 3,935 — 3,935 Fleet services — 24 — 24 Fleet services — related party — 910 — 910 Freight and other reimbursables 542 141 — 683 Freight and other reimbursables — related party — — — — Total revenues 199,475 5,010 — 204,485 Operating costs Subcontracted rail services 17,828 — — 17,828 Pipeline fees 54,248 — — 54,248 Freight and other reimbursables 542 141 — 683 Operating and maintenance 8,006 3,976 — 11,982 Selling, general and administrative 57,838 296 12,558 70,692 Impairment of intangible and long-lived assets — — — — Goodwill impairment loss — — — — Depreciation and amortization 23,167 — — 23,167 Total operating costs 161,629 4,413 12,558 178,600 Operating income (loss) 37,846 597 (12,558) 25,885 Interest expense 499 — 6,491 6,990 Loss associated with derivative instruments — — (4,129) (4,129) Foreign currency transaction loss (gain) (730) (2) 25 (707) Other income, net (29) — (2) (31) Provision for income taxes 862 71 — 933 Net income (loss) $ 37,244 $ 528 $ (14,943) $ 22,829 Total assets $ 238,675 $ 4,958 $ 3,383 $ 247,016 Capital expenditures $ 5,187 $ — $ — $ 5,187 For the Year Ended December 31, 2020 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 154,041 $ — $ — $ 154,041 Terminalling services — related party 10,031 — — 10,031 Fleet leases — related party — 3,935 — 3,935 Fleet services — 203 — 203 Fleet services — related party — 910 — 910 Freight and other reimbursables 795 101 — 896 Freight and other reimbursables — related party — 66 — 66 Total revenues 164,867 5,215 — 170,082 Operating costs Subcontracted rail services 14,539 — — 14,539 Pipeline fees 42,869 — — 42,869 Freight and other reimbursables 795 167 — 962 Operating and maintenance 8,789 4,096 — 12,885 Selling, general and administrative 35,880 879 11,611 48,370 Impairment of intangible and long-lived assets — — — — Goodwill impairment loss 33,589 — — 33,589 Depreciation and amortization 22,480 — — 22,480 Total operating costs 158,941 5,142 11,611 175,694 Operating income (loss) 5,926 73 (11,611) (5,612) Interest expense 1,156 — 8,932 10,088 Loss associated with derivative instruments — — 3,896 3,896 Foreign currency transaction loss 91 1 78 170 Other income, net (781) (7) (5) (793) Provision for (benefit from) income taxes 831 (494) — 337 Net Income (loss) $ 4,629 $ 573 $ (24,512) $ (19,310) Total assets $ 266,345 $ 8,668 $ 666 $ 275,679 Capital expenditures $ 3,194 $ — $ — $ 3,194 Segment Adjusted EBITDA The following tables present the computation of Segment Adjusted EBITDA, which is a measure determined in accordance with GAAP, for each of our segments for the periods indicated: For the Years Ended December 31, Terminalling Services Segment 2022 2021 2020 (in thousands) Net income (loss) $ (47,463) $ 37,244 $ 4,629 Interest income, net (1) 70 497 1,129 Depreciation and amortization 19,643 23,167 22,480 Provision for income taxes 1,265 862 831 Foreign currency transaction loss (gain) (2) 1,916 (730) 91 Loss associated with disposal of assets 3 11 — Impairment of intangible and long-lived assets 71,612 — — Goodwill impairment loss — — 33,589 Non-cash deferred amounts (3) (4,878) 2,960 3,954 Segment Adjusted EBITDA attributable to Hardisty South entities prior to acquisition (4) $ (258) $ (1,529) $ (5,240) Segment Adjusted EBITDA $ 41,910 $ 62,482 $ 61,463 (1) Represents interest expense associated with the Construction loan agreement that existed prior to our acquisition of the Hardisty South Terminal entities and interest income associated with our Terminalling Services segment that is included in “ Other income, net ” in our consolidated statements of operations. (2) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. (3) 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 our 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. (4) Segment adjusted EBITDA attributable to the Hardisty South entities for the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020, was excluded from the Terminalling Services Segment Adjusted EBITDA, as these amounts were generated by the Hardisty South entities prior to the Partnership’s acquisition. For the Years Ended December 31, Fleet Services Segment 2022 2021 2020 (in thousands) Net income $ 651 $ 528 $ 573 Provision for (benefit from) income taxes 28 71 (494) Interest income (1) (3) — (7) Foreign currency transaction loss (gain) (2) (14) (2) 1 Segment Adjusted EBITDA $ 662 $ 597 $ 73 (1) Represents interest income associated with our Fleet Services segment that is included in “ Other income, net ” in our consolidated statements of operations. (2) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. The following tables summarize the geographic data for our continuing operations. Revenues are attributed to countries based on the local currency of our reporting subsidiaries for which the obligation is performed. For the Year Ended December 31, 2022 U.S. Canada Total (in thousands) Revenues Third party $ 18,433 $ 86,500 $ 104,933 Related party $ 6,722 $ — $ 6,722 Long-lived assets (1) $ 46,236 $ 60,658 $ 106,894 For the Year Ended December 31, 2021 U.S. Canada Total (in thousands) Revenues Third party $ 31,597 $ 165,290 $ 196,887 Related party $ 7,598 $ — $ 7,598 Long-lived assets (1) $ 86,709 $ 71,145 $ 157,854 For the Year Ended December 31, 2020 U.S. Canada Total (in thousands) Revenues Third party $ 30,838 $ 124,302 $ 155,140 Related party $ 9,051 $ 5,891 $ 14,942 (1) Includes property and equipment less accumulated depreciation and excludes intangible assets, operating lease right-of-use assets, long-term derivative assets and long-term deferred tax assets. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
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 be classified as “qualifying income” as such term is defined in §7704(d) of the Internal Revenue Code of 1986 as amended, or the Code. 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 income of $0.5 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively, and a loss of $0.2 million for the year ended December 31, 2020. Foreign Income Taxes Our Canadian operations are conducted through entities that are subject to Canadian federal and Alberta provincial income taxes. We recognize income tax expense in our consolidated financial statements based on enacted rates in effect for the periods presented. As such for the year ended December 31, 2022 and 2021, income tax expense for our Canadian operations is calculated using the combined federal and provincial income tax rate of 23%, representing a 15% federal income tax rate and a 8% provincial income tax rate. For the year ended December 31, 2020, income tax expense of our Canadian operations was determined based on the combined federal and provincial income tax rate of 24%. 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. CARES Act On March 27, 2020, the United States legislation referred to as the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law. The CARES Act is an emergency economic stimulus package enacted in response to the coronavirus outbreak which, among other measures, contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for tax years ending before the date of enactment. For us, the most significant change included in the CARES Act was the impact to U.S. net operating loss carryback provisions. U.S. net operating losses incurred in tax years 2018, 2019, and 2020 can now be fully carried back to the preceding five tax years and may be used to fully offset taxable income (i.e., they are not subject to the 80% net income offset limitation of Section 172 of the U.S. Tax Code). As a result of these CARES Act changes, for the year ended December 31, 2020 we recognized a current tax benefit of $536 thousand, for a claimable tax refund by carrying back the U.S. net operating losses incurred in 2018, 2019, and 2020. We also recognized a one-time deferred tax expense of $46 thousand in 2020 due to the net effect of utilizing all U.S. net operating loss deferred tax assets and releasing the corresponding U.S. valuation allowance as of December 31, 2019. Consolidated Provision for Income Taxes The domestic and foreign components of our income (loss) before income taxes is presented in the following table: Years Ended December 31, 2022 2021 2020 (in thousands) Domestic $ (62,321) $ 19,749 $ (20,882) Foreign 2,328 4,013 1,909 Income (loss) before income taxes $ (59,993) $ 23,762 $ (18,973) 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 to our effective income tax rate: Years Ended December 31, 2022 2021 2020 (in thousands) Income tax expense (benefit) at the U.S. federal statutory rate $ (12,599) 21 % $ 4,990 21 % $ (3,984) 21 % Amount attributable to partnership not subject to income tax 13,226 (22) % (3,971) (17) % 4,446 (23) % Foreign income tax rate differential 87 — % (70) — % 288 (2) % Tax incentives — — % — — % (471) 2 % Other 155 — % (50) — % 40 — % Change in valuation allowance 424 (1) % 34 — % 18 — % Provision for income taxes $ 1,293 (2) % $ 933 4 % $ 337 (2) % The annual effective income tax rate as shown above incorporates the applicable income tax rates of the various domestic and foreign tax jurisdictions to which we are subject and is presented in the following table: Years Ended December 31, 2022 2021 2020 (in thousands) Current income tax expense U.S. federal income tax expense (benefit) $ 105 $ 8 $ (536) Canadian federal and provincial income tax expense 1,098 1,003 1,625 Total current income tax expense 1,203 1,011 1,089 Deferred income tax expense (benefit) U.S. federal income tax expense (benefit) (78) 63 39 Canadian federal and provincial income tax expense (benefit) 168 (141) (791) Total change in deferred income tax expense (benefit) 90 (78) (752) Provision for income taxes $ 1,293 $ 933 $ 337 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. Our deferred income tax assets are included in “ Other non-current assets ” and deferred income tax liabilities are included in “ Other non-current liabilities” on our consolidated balance sheets. Major components of deferred income tax assets and liabilities associated with our operations were as follows as of the dates indicated: December 31, 2022 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ — $ 28 $ 28 Property and equipment — 1,309 1,309 Land — 350 350 Deferred income tax liabilities Prepaid expenses (25) — (25) Property and equipment — (879) (879) Valuation allowance — (808) (808) Deferred income tax liability, net $ (25) $ — $ (25) December 31, 2021 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ — $ 22 $ 22 Property and equipment — 1,015 1,015 Capital loss carryforwards — 481 481 Deferred income tax liabilities Prepaid expenses (102) — (102) Property and equipment — (899) (899) Other liabilities — (20) (20) Valuation allowance (1) (427) (428) Deferred income tax asset (liability), net $ (103) $ 172 $ 69 We had no loss carryforwards for U.S. federal tax purposes remaining at December 31, 2022. We had loss carryforwards for Canadian tax purposes of $1.3 million and $5.2 million as of December 31, 2022 and 2021, respectively. The portion of our Canadian losses for capital items amount to $0.3 million and do not expire under currently enacted Canadian tax law, while $1.0 million of the losses relates to Canadian operating losses and will expire between 2034 and 2041. We are subject to examination by the taxing authorities for the years ended December 31, 2021, 2020 and 2019. We did not have any significant unrecognized income tax benefits or any income tax reserves for uncertain tax positions as of December 31, 2022 and 2021. |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The following tables provide the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2022 Total Revenues by Major Customer Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 35,181 32% 100% —% Customer B $ 22,052 20% 100% —% Customer C $ 14,164 13% 100% —% Customer D $ 13,618 12% 100% —% Customer E $ — —% —% —% For the Year Ended December 31, 2021 Total Revenues by Major Customer Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 50,643 25% 100% —% Customer B $ 22,876 11% 100% —% Customer C $ 14,710 7% 100% —% Customer D $ 14,914 7% 100% —% Customer E $ 59,625 29% 100% —% |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTSOur net income, or loss, 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. We use interest rate derivative instruments, specifically swaps, on our variable rate debt and to manage the risks associated with market fluctuations in interest rates 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 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 Under our Credit Agreement, one-month LIBOR is used as the index rate for the interest we are charged on amounts borrowed under our Credit Agreement. In November 2017, we entered into a five-year interest rate collar contract with a $100 million notional value. The collar established a range where we paid the counterparty if the one-month Overnight Index Swap, or OIS, fell below the established floor rate of 1.70%, and the counterparty paid us if the one-month OIS rate exceeded the established ceiling rate of 2.50%. The collar settled monthly through the termination date. No payments or receipts were exchanged on the interest rate collar contracts unless interest rates rose above or fell below the pre-determined ceiling or floor rate. In September 2020, we entered into an interest rate swap that was made effective as of August 2020. The interest rate swap was a five-year contract with a $150 million notional value that fixed our one-month LIBOR to 0.84% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settled monthly through the termination date, as discussed below. As a result of our acquisition of the Hardisty South Terminal and the associated additional borrowings under our Credit Agreement that occurred to finance the acquisition, in April 2022, we terminated our existing interest rate swap discussed above and simultaneously entered into a new interest rate swap. In lieu of settling the asset value of the existing interest rate swap agreement of $9.2 million that existed at the time the agreement was terminated, the value of the asset was rolled into the new fixed interest rate swap to reduce the interest rate. The new interest rate swap was a five-year contract with a $175.0 million notional value that fixed the secured overnight financing rate, or SOFR, to 1.57% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settled monthly through the termination date, as discussed below . On July 27, 2022, we terminated and settled our existing interest rate swap for cash proceeds of $7.7 million. We used the proceeds from this settlement to pay down outstanding debt on the Credit Agreement. We simultaneously entered into a new interest rate swap that was made effective as of August 17, 2022. The new interest rate swap was a five-year contract with a $175.0 million notional value that fixed SOFR to 2.686% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settled monthly through the termination, as discussed below. On October 12, 2022, we terminated and settled our existing interest rate swap for cash proceeds of $9.0 million. We used the proceeds from this settlement to pay down outstanding debt on the Credit Agreement and fund our ongoing working capital needs. We simultaneously entered into a new interest rate swap that was made effective as of October 17, 2022. The new interest rate swap is a five-year contract with a $175.0 million notional value that fixes SOFR to 3.956% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settles monthly through the termination date in October 2027. Derivative Positions We recorded all of our derivative financial instruments at their fair values in the line items specified below within our consolidated balance sheets, the amounts of which were as follows at the dates indicated: December 31, 2022 2021 (in thousands) Other current assets $ 1,448 $ — Other non-current assets — 1,995 Other current liabilities — (583) Other non-current liabilities (3,587) — $ (2,139) $ 1,412 We have not designated our derivative financial instruments as hedges of our interest rates 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 operations. The losses or gains associated with changes in the fair value of our derivative contracts do not affect our cash flows until the underlying contract is settled by making or receiving a payment to or from the counterparty. In connection with our derivative activities, we recognized the following amounts during the periods presented: Years Ended December 31, 2022 2021 2020 (in thousands) Loss (gain) associated with derivative instruments $ (12,327) $ (4,129) $ 3,896 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: December 31, 2022 December 31, 2021 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Swap Agreements Swap terminated in April 2022 $ 150,000,000 0.84 % $ — $ 1,412 Swap maturing October 2027 $ 175,000,000 3.956 % $ 2,139 $ — For more information on our accounting policies regarding derivatives, refer to the derivative financial instruments discussion in Note 2. Summary of Significant Accounting Policies . |
PARTNERS' CAPITAL
PARTNERS' CAPITAL | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
PARTNERS' CAPITAL | PARTNERS ’ CAPITAL Our common units represent and subordinated units represented limited partner interests in us. The holders of common units are and subordinated units were entitled to participate in partnership distributions and to exercise the rights and privileges available to limited partners under our partnership agreement. All of our subordinated units converted into common units on a one-for-one basis in separate sequential tranches over a five-year period subject to certain criteria. Each tranche was comprised of 20.0% of the subordinated units issued in conjunction with our initial organization. In February 2020, pursuant to the terms set forth in our partnership agreement, we converted the fifth and final 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 First Amendment to the USD Partners LP Amended and Restated 2014 Long-Term Incentive Plan, which we refer to as the Amended LTIP Plan, 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 548,294 vested during 2022, of which 361,173 were converted into our common units after 187,121 Phantom Units were withheld from participants for the payment of applicable employment-related withholding taxes. The conversion of these Phantom Units did not have any economic impact on Partners’ Capital, since the economic impact is recognized over the vesting period. Additional information and discussion regarding our unit based compensation plans is included below in Note 20. Unit Based Compensation . The board of directors of our general partner has adopted a cash distribution policy pursuant to which we intend to distribute at least the minimum quarterly distribution of $0.2875 per unit ($1.15 per unit on an annualized basis) on all of our units to the extent we have sufficient available cash after the establishment of cash reserves and the payment of our expenses, including payments to our general partner and its affiliates. The board of directors of our general partner may change our distribution policy at any time and from time to time. Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis. The amount of distributions we pay under our cash distribution policy and the decision to make any distributions are determined by our general partner. For the |
UNIT BASED COMPENSATION
UNIT BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
UNIT BASED COMPENSATION | UNIT BASED COMPENSATION Long-term Incentive Plan On December 14, 2022, our Board of Directors approved the Amended LTIP Plan. The amendment increases the number of Phantom Units authorized for issuance under the Amended LTIP Plan to 7,154,167. In 2022, 2021 and 2020, the board of directors of our general partner, acting in its capacity as the general partner, approved the grant of 625,732, 669,043 and 694,140 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under our Amended LTIP Plan. At December 31, 2022, we had 3,689,558 Phantom Units remaining available for issuance. The Phantom Units are subject to all of the terms and conditions of the Amended LTIP Plan and the Phantom Unit award agreements, which are collectively referred to as the Award Agreements. Award amounts for each of the grants are generally determined by reference to a specified dollar amount based on an allocation formula which included a percentage multiplier of the grantee’s base salary, among other factors, converted to a number of units based on the closing price of one of our common units preceding the grant date, as 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 The following table presents the award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom unit awards at December 31, 2019 37,139 1,252,544 $ 11.34 Granted 40,065 594,912 $ 10.15 Vested (37,139) (482,711) $ 10.84 Forfeited — (39,908) $ 11.06 Phantom unit awards at December 31, 2020 40,065 1,324,837 $ 10.98 Granted 40,065 574,704 $ 4.82 Vested (53,858) (548,492) $ 11.05 Forfeited — (33,556) $ 7.82 Phantom unit awards at December 31, 2021 26,272 1,317,493 $ 8.21 Granted 39,408 536,729 $ 5.85 Vested (26,272) (522,022) $ 9.00 Forfeited — (3,236) $ 6.21 Phantom unit awards at December 31, 2022 39,408 1,328,964 $ 6.91 The following table presents the award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2019 12,177 44,620 $ 11.53 Granted 13,136 46,027 $ 10.15 Vested (1)(2) (12,177) (31,363) $ 11.23 Phantom unit awards at December 31, 2020 13,136 59,284 $ 10.58 Granted 13,136 41,138 $ 4.82 Vested (1)(2) (13,136) (36,692) $ 9.43 Phantom unit awards at December 31, 2021 13,136 63,730 $ 7.26 Granted 13,136 36,459 $ 5.85 Vested (1)(2) (13,136) (39,718) $ 7.37 Forfeited — (3,624) $ 5.35 Phantom unit awards at December 31, 2022 13,136 56,847 $ 6.27 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2022, 2021 and 2020 at the closing price for our common units as quoted on the NYSE. We paid $126 thousand, $194 thousand and $107 thousand, respectively, for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2022, 2021 and 2020. (2) Phantom Unit grants to Directors and independent consultants domiciled in Canada vested on February 16, 2021, 2020, and 2019 at the closing price for our common units as quoted on the NYSE, resulting in our payment of $77 thousand, $63 thousand and $124 thousand, respectively, for the vested Phantom Units. The total fair value of all Phantom Units that vested in 2022, 2021 and 2020 was $3.4 million, $3.2 million, and $5.4 million, respectively, which included cash payments of $202 thousand, $257 thousand, and $231 thousand respectively, for Liability-classified Phantom Units. 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 operations 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 operations, with an offset to common units within the Partners’ Capital section of our consolidated balance sheet. We recognized $4.8 million, $5.7 million and $6.6 million of compensation expense associated with outstanding Phantom Units for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $5.7 million, which we expect to recognize over a weighted average period of 2.20 years. We have elected to account for actual forfeitures as they occur rather than using an estimated forfeiture rate to determine the number of awards we expect to vest. We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Years Ended December 31, 2022 2021 2020 (in thousands) Equity-classified Phantom Units (1) $ 669 $ 641 $ 933 Liability-classified Phantom Units 51 47 57 Total $ 720 $ 688 $ 990 (1) We reclassified $2 thousand, $32 thousand and $58 thousand for the years ended December 31, 2022, 2021 and 2020, respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental cash flow information for the periods indicated: For the Years Ended December 31, 2022 2021 2020 (in thousands) Cash paid for income taxes, net (1) $ 1,064 $ 906 $ 303 Cash paid for interest $ 8,374 $ 5,912 $ 9,508 Cash paid for operating leases $ 5,382 $ 5,551 $ 6,477 (1) Includes the net effect of tax refunds of $84 thousand received in the second quarter of 2022 and $480 thousand received in the third quarter of 2020 associated with carrying back U.S. net operating losses incurred during 2020 and prior periods allowed for by the provisions of the CARES Act. Also includes the net effect of tax refunds of $31 thousand received in the third quarter of 2022 and $21 thousand received in the fourth quarter of 2020 associated with prior period Canadian taxes. Non-cash investing activities At December 31, 2022 and 2021, we had non-cash investing activities for capital expenditures for property and equipment that were financed through “ Accounts payable and accrued expenses” and “ Accounts payable and accrued expenses — related party ” and an accrued reimbursement associated with our collaborative arrangement included in “ Accounts receivable, net ” as presented in the table below for the periods indicated: For the Year Ended December 31, 2022 2021 (in thousands) Property and equipment financed through Accounts payable and accrued expenses $ 583 $ (787) Accrued reimbursement of property and equipment $ (137) $ — We recorded $0.7 million and $1.6 million of right-of-use lease assets and the associated liabilities on our consolidated balance sheet as of December 31, 2022 and 2021, respectively, representing non-cash activities resulting from either new, extended, cancelled or declassified lease agreements. See Note 2. Summary of Significant Accounting Policies and Note 9. Leases for further discussion. Non-cash contribution to Hardisty South Entities Prior to our acquisition, the Hardisty South entities had non-cash activities associated with related party accounts payable and equity balances. The Hardisty South entities received a non-cash contribution of $18.2 million from USD North America LP, a wholly-owned subsidiary of our Sponsor, in exchange for its assumption of an aggregate amount of related party debt. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Distribution to Partners On January 26, 2023, the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a quarterly cash distribution payable of $0.1235 per unit for the fourth quarter of 2022, or $0.494 per unit on an annualized basis, for the three months ended December 31, 2022. USDG waived its distribution on all of its 17,308,226 common units with respect to the fourth quarter 2022 distribution, reducing the fourth quarter distribution by approximately $2.1 million. We paid the distribution on February 17, 2023, to unitholders of record at the close of business on February 8, 2023. We paid $2.0 million to our public common unitholders. Long-term Incentive Plan In February 2023, awards of 579,992 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) (in thousands ) U.S. domiciled directors and independent consultants 39,408 39,408 $ — U.S. domiciled employee 527,448 338,012 — Canadian domiciled directors and independent consultants 13,136 — 47 579,992 377,420 $ 47 (1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of Phantom Units that vest. (2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $3.54. Additionally, in February 2023, the board of directors of USD Partners GP LLC, acting in its capacity as our general partner approved the grant of 714,725 Phantom Units to directors and employees of our general partner and its affiliates under the Amended LTIP Plan. The Phantom Units are subject to all of the terms and conditions of the Award Agreements. Following the February 2023 Phantom Unit award activity, we have 3,177,405 Phantom Units available for grant pursuant to the Amended LTIP Plan. Phantom unit awards generally represent rights to receive our common units or, with respect to awards granted to individuals domiciled in Canada, cash equal to the fair value of our common units upon vesting. The Award Agreements granted to employees of our general partner generally vest in four equal annual installments. Awards to independent directors of the board of our general partner vest over a one year period following the grant date. Credit Agreement Amendment In January 2023, we executed an amendment to our Credit Agreement. Among other things, the Amendment provides us with relief from compliance with our Credit Agreement’s maximum Consolidated Net Leverage Ratio and minimum Consolidated Interest Coverage Ratio. As amended, the maximum Consolidated Leverage Ratio will be increased from 4.5x to 5.5x for the first and second quarters of 2023 and 5.25x for the third quarter of 2023, and the minimum Consolidated Interest Coverage Ratio will be reduced from 2.5x to 2.25x for the second quarter of 2023 and 2.0x for the third quarter of 2023. Beginning January 31, 2023 and continuing through maturity, our ability to make distributions, other restricted payments and investments will be more limited than prior to closing the Amendment if our Consolidated Net Leverage Ratio, pro forma for such distribution, other restricted payment or investment, exceeds 4.5x, or our pro forma liquidity is less than $20 million. The Amendment also increases the borrowing spreads under our Credit Agreement to be more consistent with current market rates, and replaces LIBOR-based borrowing options with Term SOFR-based borrowing options. Assets Held For Sale – Casper Terminal In January 2023, we obtained board approval for the sale of our Casper Terminal. As such, as of the date of this report, the Casper Terminal is classified as assets held for sale. We currently expect that a sale of the Casper Terminal could occur sometime in the first half of 2023. |
QUARTERLY FINANCIAL DATA
QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA | QUARTERLY FINANCIAL DATA First Second Third Fourth (in thousands, except per unit amounts) 2022 Quarters Operating revenue $ 35,786 $ 33,741 $ 21,479 $ 20,649 Operating expense $ 30,791 $ 28,533 $ 93,940 $ 18,076 Operating income (loss) $ 4,995 $ 5,208 $ (72,461) $ 2,573 Net income (loss) $ 7,473 $ 3,805 $ (69,353) $ (3,211) Net income (loss) attributable to limited partner ownership interest in USD Partners LP $ 8,842 $ 3,805 $ (69,353) $ (3,211) Net income (loss) per limited partner unit, basic and diluted $ 0.32 $ 0.11 $ (2.08) $ (0.10) First Second Third Fourth (in thousands, except per unit amounts) 2021 Quarters Operating revenue $ 43,627 $ 91,513 $ 35,448 $ 33,897 Operating expense $ 37,289 $ 82,363 $ 29,829 $ 29,119 Operating income $ 6,338 $ 9,150 $ 5,619 $ 4,778 Net income $ 7,524 $ 6,886 $ 4,133 $ 4,286 Net income attributable to limited partner ownership interest in USD Partners LP $ 7,204 $ 6,605 $ 3,744 $ 3,546 Net income per limited partner unit, basic and diluted $ 0.27 $ 0.24 $ 0.13 $ 0.13 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern We evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Our evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. The maturity date of our Credit Agreement (as defined below) is November 2, 2023. As a result of the maturity date being within 12 months after the date that these financial statements were issued, the amounts due under our Credit Agreement have been included in our going concern assessment. Our ability to continue as a going concern is dependent on the refinancing or the extension of the maturity date of our Credit Agreement. If we are unable to refinance or extend the maturity date of our Credit Agreement, we likely would not have sufficient cash on hand or available liquidity to repay the maturing Credit Agreement debt as it becomes due. The conditions described above raise substantial doubt about our ability to continue as a going concern for the next 12 months. In addition to the above, there was previous uncertainty in our ability to remain in compliance with the covenants contained in our Credit Agreement for a period of 12 months after we issued our third quarter 2022 financial statements. As discussed further in N ote 22 . Subsequent Events , in January 2023 we entered into an amendment to our Credit Agreement that, among other items, increases the total leverage ratio covenant allowed for by the Credit Agreement through September 2023. The Credit Agreement Amendment alleviates the previous uncertainty in our ability to remain in compliance with the covenants contained in our Credit Agreement through the current maturity date of the Credit Agreement. We are currently in negotiations with our lenders and pursuing plans to refinance our Credit Agreement or extend and amend the current obligations under the Credit Agreement, however we cannot make assurances that we will be successful in these efforts, or that any refinancing or extension would be on terms favorable to us. Moreover, our ability to refinance our outstanding indebtedness or extend the maturity date of our Credit Agreement may be negatively impacted to the extent we are unable to renew, extend or replace our customer agreements at the Hardisty and Stroud Terminals or experience prolonged delays in doing so. Due to the substantial doubt about our ability to continue as a going concern discussed above, as of December 31, 2022, we have recorded a valuation allowance against our deferred tax asset that is associated with our Canadian entities. These consolidated financial statements do not include any other adjustments that might result from the outcome of this uncertainty, nor do they include adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate these estimates utilizing historical experience, consultation with experts and other methods we consider reasonable in the circumstances. Nevertheless, actual results may differ from these estimates. We record the effect of any revisions to these estimates in our consolidated financial statements in the period in which the facts that give rise to the revision become known. Significant estimates we make include, but are not limited to, the estimated lives of depreciable property and equipment, recoverability of long-lived assets, the collectability of accounts receivable, the amounts of deferred revenue and related prepaid pipeline fees. Our consolidated financial statements and related notes have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal acquisition because the acquisition represented a business combination between entities under common control. We recorded the assets and liabilities acquired in the acquisition at their historical carrying amounts. |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include our accounts and those of our wholly-owned subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation. We consolidate the accounts of entities over which we have a controlling financial interest through our ownership of the general partner or the majority voting interests of the entity. |
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 accounts in our statement of operations accounts are translated into our reporting currency based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount. |
Revenue Recognition | Revenue Recognition We recognize revenue from contracts with customers under the core principle to depict the transfer of control to our customers of goods or services in an amount reflecting the consideration for which we expect to be entitled. In order to achieve the core principle, we apply the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when a performance obligation is satisfied. We define a performance obligation as a promise in a contract to transfer a distinct good or service to the customer. We allocate the transaction price in a contract to each distinct performance obligation, which we recognize as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, we allocate the transaction price in the contract to each performance obligation using our best estimate of the standalone selling price for each distinct good or service in the contract, utilizing market-based and cost-plus margin inputs. We have elected to account for sales taxes received from customers on a net basis. We applied the right-to-invoice practical expedient to contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Terminalling Services Revenues We derive a majority of our revenues from contracts to provide terminalling services, which include pipeline transportation, storage, loading and unloading of crude oil and related products from and into railcars and trucks, as well as the transloading of biofuels from railcars into trucks. Our Terminal Services Agreements for crude oil, biofuels and related products are generally established under multi-year, take-or-pay arrangements that require monthly payments from our customers for their minimum monthly volume commitments in exchange for our performance of the terminalling services enumerated above. Variable consideration, such as volume-based pricing, included in our agreements is typically resolved within the applicable accounting period. We recognize revenue for the terminalling services we provide based upon the contractual rates set forth in our agreements related to throughput volumes. We recognize revenue over time as we render services based on the throughput volumes handled at our terminals as this best represents the value of the services we provide to customers. All of the contracted capacity at our Hardisty Terminal and West Colton Terminal is contracted under agreements that contain “take-or-pay” provisions where we are entitled to the payment of minimum monthly commitment fees from our customers, regardless of whether the specified throughput volume to which the customer committed is achieved. Our Terminal Services Agreements at our Hardisty Terminal and West Colton Terminal generally grant our customers make-up rights that allow them to load volumes in excess of their minimum monthly commitment in future periods, without additional charge, to the extent capacity is available for the excess volume. The make-up rights typically expire, if unused, in subsequent periods up to 12 months following the period for which the volumes were originally committed. We currently recognize substantially all of the amounts we receive for minimum commitment fees as revenue when collected, since breakage associated with these make-up rights options has varied between 97% and 100% based on our experience and expectations around usage of these options. Breakage rates are regularly evaluated and modified as necessary to reflect our current experience and expectations. If we do not expect to be entitled to a breakage amount, we defer the recognition of revenue associated with volumes that are below the minimum monthly commitment until we determine that the likelihood that the customer will be able to make up the minimum volume is remote. If we expect to be entitled to a breakage amount, we estimate the expected breakage and recognize the expected breakage amount as revenue in proportion to the trend of rights exercised by the customer. Fleet Services Revenues Our fleet services contract provides for the sourcing of railcar fleets and related logistics and maintenance services. We allocate revenue between the lease and service components based on relative standalone values and account for each component under the applicable accounting guidance. We record revenues for the fleet lease on a gross basis, since we are deemed the primary obligor for the services. We recognize revenue for our fleet lease and related party administrative services ratably over the lease contract period as services are consistently provided throughout the period. Revenue for reimbursable costs is recognized on a gross basis on our consolidated statements of operations as “ Freight and other reimbursables ,” as the costs are incurred. We have deferred revenues for amounts collected in advance from our customer in our Fleet services segment, which will be recognized as revenue as the underlying services are performed pursuant to the terms of our lease contract. |
Income Taxes | Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for a majority of the states that impose an income tax. Taxes on our net income or loss are generally borne by our unitholders through the allocation of taxable income, except for USD Rail LP, which, has elected to be classified as an entity taxable as a corporation. Our provision for income taxes is predominantly attributable to Canadian federal and provincial income taxes imposed on our operations based in Canada. We are also subject to franchise tax in the State of Texas, that is, computed on our modified gross margin, which we have determined to be an income tax under the applicable accounting guidance. Our current and historical provision for income taxes also reflects income taxes associated with USD Rail LP. We recognize deferred income tax assets and liabilities for temporary differences between the relevant basis of our assets and liabilities for financial reporting and tax purposes. We record the impact of changes in tax legislation on deferred income tax assets and liabilities in the period the legislation is enacted. Pursuant to the authoritative accounting guidance regarding uncertain tax positions, we recognize the tax effects of any uncertain tax position as the largest amount that will more likely than not be realized upon ultimate settlement with the taxing authority having full knowledge of the position and all relevant facts. Under this criterion, we evaluate the most likely resolution of an uncertain tax position based on its technical merits and on the outcome that we expect would likely be sustained under examination. Our policy is to recognize any interest or penalties related to the underpayment of income taxes as a component of income tax expense or benefit. We have not historically incurred any significant interest or penalties for the underpayment of income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. We periodically assess the financial condition of the financial institutions where these funds are held and believe that our credit risk is minimal. |
Inventory | Inventory Our expectation is that any inventory we may acquire is comprised of crude oil and held on a temporary basis in connection with buy-sell agreements, in which we take title to commodities solely while in our terminals. We record our inventory at cost, representing the amount we pay to purchase the crude oil, and account for it on a first-in, first-out, or FIFO, basis. The purchase price we pay for the crude oil is set forth in our buy-sell agreements and is determined from an indexed market price less an agreed-upon rate differential. The market prices at which we ultimately sell the crude oil is determined based on the same indexed market price as the crude oil purchase, less an agreed-upon rate differential that is smaller than the rate differential used to determine the cost. The difference between the purchase price and the selling price establishes a fixed amount we receive, on a per barrel basis, when the inventory is sold pursuant to the terms of our buy-sell arrangements, eliminating any commodity price exposure to us. Based on the terms of our buy-sell arrangements, the selling price will always be greater than the cost of our inventory. The resulting income we receive represents a fee for the terminalling services we provide our customers, which we record net in “ Terminalling services ” revenues on our consolidated statement of income. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of billed and unbilled amounts due from our customers, which include crude oil producing and petroleum refining companies, as well as marketers of petroleum, petroleum products and biofuels, for services we have provided. We perform ongoing credit evaluations of our customers. When appropriate, we use the specific identification method to estimate allowances for doubtful accounts based on our customers’ financial condition and collection history, as well as other pertinent factors. Accounts are written-off against the allowance for doubtful accounts when significantly past due and we have deemed the amounts uncollectible. |
Capitalization Policies and Depreciation Methods | Capitalization Policies and Depreciation Methods We record property and equipment at its original cost or fair value if acquired as part of a business acquisition, which we depreciate on a straight-line basis over the estimated useful lives of the assets, which range from three |
Asset Retirement Obligations | Asset Retirement Obligations We record a liability for the fair value of asset retirement obligations and conditional asset retirement obligations that we can reasonably estimate. We collectively refer to asset retirement obligations and conditional asset retirement obligations as ARO. Typically, we record an ARO at the time an asset is constructed or acquired, if a reasonable estimate of fair value can be made. In connection with establishing an ARO, we capitalize the expected costs as part of the carrying amount of the related assets. We recognize any ongoing expense for the accretion component of the liability resulting from changes in value of the ARO due to the passage of time as part of accretion expense. We depreciate the initial capitalized cost over the useful lives of the related assets. We extinguish the liabilities for an ARO when assets are taken out of service or otherwise abandoned. Legal obligations exist for our West Colton Terminal facilities due to terms within our lease agreements with the lessor that require us to remove our facilities at final abandonment. We generally own the land on which our Casper, Stroud and Hardisty terminals and related facilities reside and as a result, similar legal obligations generally do not exist that would require us to remove our Casper, Stroud and Hardisty facilities at final abandonment. However, a portion of the Casper Terminal and pipeline, and the Stroud pipeline, are on land that is owned by third parties for which we have been granted a lease, license or right-of-way, where the land owner has the option to either purchase the facilities from us at salvage value, or to require us to remove our facilities at the termination of the lease, license or right-of-way and restore the land to its original condition. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that indicate potential impairment include: a significant decrease in the market value of the asset, operating income or cash flows associated with the use of the asset and a significant change in the asset’s physical condition or use. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable based on the estimated future undiscounted cash flows or when other methods of assessing fair value determine that fair value is less than the carrying amount of the asset, an impairment loss is recognized to the extent the carrying amount exceeds the estimated fair value of the long-lived asset. Refer to Note 8. Property and Equipment and Note 10. Goodwill and Intangible Assets for further discussion. |
Intangible Assets | Intangible Assets Our intangible assets consist of customer relationships at the Casper Terminal. We amortize these assets on a straight-line basis over the estimated useful lives of the underlying assets, representing the period over which the assets are expected to contribute directly or indirectly to our future cash flows. Refer to Note 10. Goodwill and Intangible Assets for additional discussion regarding impairment of our intangible assets. |
Leases | Leases We classify 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. 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. However, on occasion we enter into lease agreements that have renewal options. For these leases, we include the renewal options to extend the lease in our operating lease right-of-use assets and liabilities when it is reasonably certain that we will exercise the renewal option. 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 a railcar manufacturer 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 operations 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 noncancelable 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 statement of operations 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 operations. 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 operations. |
Lessor Accounting | 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. Additionally, the related party Terminal Services Agreement associated with renewable diesel at our West Colton Terminal is accounted for as a lease income to us. 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 agreement 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 storage tank leases or railcar master fleet services agreement have options to purchase the underlying assets. As discussed above under Lessee Accounting, we effectively sublease all of our leased railcars to a customer under terms similar to the terms of our lease agreement with the railcar manufacturer 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. The general terms of the related party Terminal Services Agreement associated with renewable diesel at our West Colton Terminal requires monthly payments for a minimum volume commitment and also includes variable payments attributable to throughput that is delivered over the monthly minimum commitment and variable payments attributable to indexed-based rate escalations. We recognize revenue from our lessor operating lease contracts that contain escalation clauses for fixed amounts during the lease term, on a straight-line basis over the term of the lease in our consolidated statements of operations. The difference between fleet lease revenue and the amounts received under the lease contract are included in “ Other current assets — related party, ” “ Other non-current assets — related party, ” “ Other current liabilities — related party ” and “ Other non-current liabilities — related party ” in our Consolidated Balance Sheets. 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. |
Fair Value Measurements | Fair Value Measurements We apply the authoritative accounting provisions for measuring fair value to our financial instruments and related disclosures, which include cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative instruments. We define fair value as an exit price representing the expected amount we would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We employ a hierarchy which prioritizes the inputs we use for recurring fair value measurements into three distinct categories based upon whether such inputs are observable in active markets or unobservable. We classify assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our methodology for categorizing assets and liabilities that are measured at fair value pursuant to this hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest level to unobservable inputs, summarized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities). • Level 3 — Significant unobservable inputs (including our own assumptions in determining fair value). We use the cost, income or market valuation approaches to estimate the fair value of our assets and liabilities when insufficient market-observable data is available to support our valuation assumptions. |
Derivative Financial Instruments | Derivative Financial Instruments Our net income or loss and cash flows are subject to volatility stemming from changes in interest rates on our variable rate debt obligations and fluctuations in foreign currency exchange rates. In order to manage our exposure to fluctuations in interest rates and foreign currency exchange rates and the related risks to our unitholders, we use derivative financial instruments to offset a portion of these risks. We have a program that utilizes futures, forwards, swaps, options and other financial instruments with similar characteristics, to reduce the risks associated with volatility in our interest rates on our variable rate debt and the effects of foreign currency exposures related to our Canadian subsidiaries, which have cash flows denominated in Canadian dollars. Under this program, our strategy is for the changes in value of the derivative contracts to mitigate adverse changes in our cash flows associated with the changes in interest rates and foreign currency exchange rates to the extent practical. Economically, the derivative contracts help us to limit our exposure such that the interest rates on our variable rate debt and foreign currency exchange rates will effectively lie between the floor and the ceiling of the rates set forth in the derivative contacts or otherwise fix the rates at a specified date and amount. All of our derivative financial instruments are employed in connection with an underlying asset, liability and/or forecast transaction and are not entered into for speculative purposes. In accordance with the authoritative accounting guidance, we record all derivative financial instruments in our consolidated balance sheets at fair market value as current or non-current assets or liabilities on a net basis by counterparty. We do not designate, nor have we historically designated, any of our derivative financial instruments as hedges of an underlying asset, liability and/or forecast transaction. To qualify for hedge accounting treatment as set forth in the authoritative accounting guidance, very specific requirements must be met in terms of hedge structure, hedge objective and hedge documentation. As a result, changes in the fair value of our derivative financial instruments and the related cash settlement of matured contracts are recognized in “ Loss (gain) associated with derivative instruments ” on our consolidated statements of operations and statement of cash flows. Refer to Note 18. Derivative Financial Instruments . |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted Liabilities — Supplier Finance Programs (ASU 2022-04) In September 2022, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2022-04, or ASU 2022-04, which amends Accounting Standards Codification Topic 405 to require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs. In each annual reporting period, the buyer should disclose the key terms of the program, including a description of the payment terms and assets pledged as security or other forms of guarantees provided for the committed payment to the finance provider or intermediary. For the obligations that the buyer has confirmed as valid to the finance provider or intermediary the amount outstanding that remains unpaid by the buyer as of the end of the annual period, a description of where those obligations are presented in the balance sheet and a rollforward of those obligations during the annual period, including the amount of obligations confirmed and the amount of obligations subsequently paid should be disclosed. In each interim reporting period, the buyer should disclose the amount of obligations outstanding that the buyer has confirmed as valid to the finance provider or intermediary as of the end of the interim period. The pronouncement is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We do not expect to early adopt the provisions of this standard, nor do we anticipate that our adoption of this standard will have a material impact on our financial statements. |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Capital Accounts | The composition of our capital accounts was as follows at the specified dates: December 31, 2022 2021 Common units held by the Public 48.1 % 56.6 % Common units held by USDG 51.9 % 41.7 % General partner interest held by USD Partners GP LLC — % 1.7 % 100.0 % 100.0 % |
HARDISTY SOUTH TERMINAL ACQUI_2
HARDISTY SOUTH TERMINAL ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following tables show the adjustments and resulting balance for each affected line item in our consolidated statements of operations for the periods indicated: Year Ended December 31, 2021 USD Partners LP (1) Hardisty South Acquisition Eliminations (2) Consolidated Results (in thousands) Revenues Terminalling services $ 113,810 $ 82,370 $ — $ 196,180 Terminalling services — related party 2,753 8,125 (8,125) 2,753 Fleet leases — related party 3,935 — — 3,935 Fleet services 24 — — 24 Fleet services — related party 910 — — 910 Freight and other reimbursables 666 17 — 683 Total revenues 122,098 90,512 (8,125) 204,485 Operating costs Subcontracted rail services 13,838 3,990 — 17,828 Pipeline fees 24,324 29,924 — 54,248 Freight and other reimbursables 666 17 — 683 Operating and maintenance 10,822 916 — 11,738 Operating and maintenance — related party 8,369 — (8,125) 244 Selling, general and administrative 10,376 873 — 11,249 Selling, general and administrative — related party 6,826 52,617 — 59,443 Goodwill impairment loss — — — — Depreciation and amortization 22,075 1,092 — 23,167 Total operating costs 97,296 89,429 (8,125) 178,600 Operating income 24,802 1,083 — 25,885 Interest expense 6,491 499 — 6,990 Gain associated with derivative instruments (4,129) — — (4,129) Foreign currency transaction loss (gain) 313 (1,020) — (707) Other income, net (31) — — (31) Income before income taxes 22,158 1,604 — 23,762 Provision for income taxes 700 233 — 933 Net income $ 21,458 $ 1,371 $ — $ 22,829 (1) As previously reported in our Annual Report on Form 10-K for the annual period ended December 31, 2021. (2) Represents business transactions between USDP and Hardisty South, whereby Hardisty South provided terminalling services for a third-party customer of USDP for contracted capacity that exceeded the transloading capacity that was available. Year Ended December 31, 2020 USD Partners LP (1) Hardisty South Acquisition Eliminations (2) Consolidated Results (in thousands) Revenues Terminalling services $ 104,053 $ 49,988 $ — $ 154,041 Terminalling services — related party 10,031 8,287 (8,287) 10,031 Fleet leases — related party 3,935 — — 3,935 Fleet services 203 — — 203 Fleet services — related party 910 — — 910 Freight and other reimbursables 845 51 — 896 Freight and other reimbursables — related party 66 — — 66 Total revenues 120,043 58,326 (8,287) 170,082 Operating costs Subcontracted rail services 10,845 3,694 — 14,539 Pipeline fees 23,862 19,007 — 42,869 Freight and other reimbursables 911 51 — 962 Operating and maintenance 10,459 2,426 — 12,885 Operating and maintenance — related party 8,287 — (8,287) — Selling, general and administrative 10,883 588 — 11,471 Selling, general and administrative — related party 7,374 29,525 36,899 Goodwill impairment loss 33,589 — — 33,589 Depreciation and amortization 21,496 984 — 22,480 Total operating costs 127,706 56,275 (8,287) 175,694 Operating income (loss) (7,663) 2,051 — (5,612) Interest expense 8,932 1,156 — 10,088 Loss associated with derivative instruments 3,896 — — 3,896 Foreign currency transaction loss (gain) 267 (97) — 170 Other expense (income), net (903) 110 — (793) Income (loss) before income taxes (19,855) 882 — (18,973) Provision for (benefit from) income taxes (41) 378 — 337 Net income (loss) $ (19,814) $ 504 $ — $ (19,310) (1) As previously reported in our Annual Report on Form 10-K for the annual period ended December 31, 2020. (2) Represents business transactions between USDP and Hardisty South, whereby Hardisty South provided terminalling services for a third-party customer of USDP for contracted capacity that exceeded the transloading capacity that was available. |
NET INCOME (LOSS) PER LIMITED_2
NET INCOME (LOSS) PER LIMITED PARTNER AND GENERAL PARTNER INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | We determined basic and diluted net income per limited partner unit as set forth in the following tables: For the Year Ended December 31, 2022 Common Subordinated Units (7) General Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests in USD Partners LP (1) $ (59,917) $ — $ (1,369) $ (61,286) Less: Distributable earnings (2) 14,371 — 3 14,374 Distributions in excess of earnings $ (74,288) $ — $ (1,372) $ (75,660) Weighted average units outstanding (3) 31,915 — 114 Distributable earnings per unit (4) $ 0.45 $ — Overdistributed earnings per unit (5) (2.33) — Net loss per limited partner unit (basic and diluted) (6) $ (1.88) $ — (1) Represents net loss allocated to each class of units based on the actual ownership of the Partnership during the period. (2) Represents the per unit distribution paid of $0.1235 per unit for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022, and the per unit distributable of $0.1235 per unit for the three months ended December 31, 2022, representing the full year distribution amount of $0.494 per unit. For the quarter ended December 31, 2022, USDG waived its fourth quarter distribution on all of its 17,308,226 common units. Amounts presented for each class of units include a proportionate amount of the $506 thousand distributed and $169 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 year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distribution in excess of earnings divided by the weighted average number of units outstanding. (6) Our computation of net loss per limited partner unit excludes the effects of 1,368,372 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. (7) In February 2020, the final tranche of 2,092,709 subordinated units were converted into common units and therefore there were no subordinated units outstanding during 2022. Refer to Note 19. Partners’ Capital for more information. For the Year Ended December 31, 2021 Common Subordinated Units (7) General Total (in thousands, except per unit amounts) Net income attributable to general and limited partner interests in USD Partners LP (1) $ 21,099 $ — $ 1,730 $ 22,829 Less: Distributable earnings (2) 13,415 — 227 13,642 Excess net income $ 7,684 $ — $ 1,503 $ 9,187 Weighted average units outstanding (3) 27,182 — 461 Distributable earnings per unit (4) $ 0.49 $ — Underdistributed earnings per unit (5) 0.28 — Net loss per limited partner unit (basic and diluted) (6) $ 0.77 $ — (1) Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. (2) Represents the per unit distributions paid of $0.1135 per unit for the three months ended March 31, 2021, the per unit distribution paid of $0.116 for the three months ended June 30, 2021, the per unit distribution paid of $0.1185 for the three months ended September 30, 2021, and the per unit distribution of $0.121 per unit for the three months ended December 31, 2021, representing the full year distribution of $0.469 per unit. Amounts presented for each class of units include a proportionate amount of the $652 thousand distributed for the year to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the additional amount per unit necessary to distribute the excess net income for the period among our limited partners and our general partner according to the distribution formula for available cash as set forth in our partnership agreement.. (6) Our computation of net income per limited partner unit excludes the effects of 1,343,765 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. (7) In February 2020, the final vesting tranche of 2,092,709 subordinated units were converted into common units and therefore there were no subordinated units outstanding during 2021. Refer to Note 19. Partners’ Capital for more information. For the Year Ended December 31, 2020 Common Subordinated Units (7) General Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests in USD Partners LP (1) $ (19,464) $ (15) $ 169 $ (19,310) Less: Distributable earnings (2) 12,515 — 215 12,730 Distributions in excess of earnings $ (31,979) $ (15) $ (46) $ (32,040) Weighted average units outstanding (3) 26,514 286 461 Distributable earnings per unit (4) $ 0.47 $ — Overdistributed earnings per unit (5) (1.21) (0.05) Net loss per limited partner unit (basic and diluted) (6) $ (0.74) $ (0.05) (1) Represents net loss allocated to each class of units based on the actual ownership of the Partnership during the year. (2) Represents the per unit distribution paid of $0.111 per unit for the three months ended March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020, representing the full year distribution of $0.444 per unit. Amounts presented for each class of units include a proportionate amount of the $608 thousand distributed for the year to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan. (3) Represents the weighted average units outstanding for the year. (4) Represents the total distributable earnings divided by the weighted average number of units outstanding for the year. (5) Represents the distributions in excess of earnings divided by the weighted average number of units outstanding for the year. (6) Our computation of net loss per limited partner unit excludes the effects of 1,364,902 equity-classified phantom unit awards outstanding, as they were anti-dilutive for the period presented. (7) In February 2020, the final vesting tranche of 2,092,709 subordinated units were converted into common units. Refer to Note 19. Partners’ Capital for more information. |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Remaining Performance Obligations | The transaction price allocated to the remaining performance obligations associated with our Terminal and Fleet services agreements as of December 31, 2022 are as follows for the periods indicated: 2023 2024 2025 2026 2027 Thereafter Total (in thousands) Terminalling Services (1)(2) $ 56,082 $ 25,340 $ 24,149 $ 24,149 $ 20,240 $ 72,526 $ 222,486 Fleet Services 180 — — — — — 180 Total $ 56,262 $ 25,340 $ 24,149 $ 24,149 $ 20,240 $ 72,526 $ 222,666 (1) A significant portion of our Terminal Services Agreements are denominated in Canadian dollars. We have converted the remaining performance obligations associated with these Canadian dollar-denominated contracts using the year-to-date average exchange rate of 0.7689 U.S. dollars for each Canadian dollar at December 31, 2022. |
Schedule of Contract Assets and Liabilities | The following table presents the amounts outstanding on our consolidated balance sheets and changes associated with the balance of our deferred revenue for the year ended December 31, 2022: December 31, 2021 Cash Additions for Customer Prepayments Balance Sheet Reclassification Revenue Recognized December 31, 2022 (in thousands) Deferred revenue (1) $ 7,575 $ 3,562 $ — $ (7,575) $ 3,562 Other current liabilities $ 6,755 $ — $ 5,766 $ (6,840) $ 5,681 Other non-current liabilities (2) $ 9,482 $ 227 $ (5,766) $ — $ 3,943 (1) Includes deferred revenue of $0.4 million and $1.4 million at December 31, 2022 and 2021, respectively, for estimated breakage associated with the make-up right options we granted our customers as discussed above. (2) Includes cumulative revenue that has been deferred due to tiered billing provisions included in certain of our Canadian dollar-denominated contracts, as discussed above. As such, the change in “Other current liabilities” has been decreased by $0.4 million and “ Other non-current liabilities ” presented has been decreased by $0.6 million due to the impact of the change in the end of period exchange rate between December 31, 2022 and 2021. |
RESTRICTED CASH (Tables)
RESTRICTED CASH (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of 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 amount shown in our consolidated statements of cash flows for the specified periods: December 31, 2022 2021 2020 (in thousands) Cash and cash equivalents $ 2,530 $ 5,541 $ 12,545 Restricted cash 3,250 7,176 7,954 Total cash, cash equivalents and restricted cash $ 5,780 $ 12,717 $ 20,499 |
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 amount shown in our consolidated statements of cash flows for the specified periods: December 31, 2022 2021 2020 (in thousands) Cash and cash equivalents $ 2,530 $ 5,541 $ 12,545 Restricted cash 3,250 7,176 7,954 Total cash, cash equivalents and restricted cash $ 5,780 $ 12,717 $ 20,499 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Our property and equipment is composed of the following asset classifications as of the dates indicated: December 31, Estimated 2022 2021 (in thousands) Land $ 10,110 $ 10,298 N/A Trackage and facilities 108,325 147,810 10-30 Pipeline 12,759 32,735 20-30 Equipment 22,553 27,014 3-20 Furniture 84 89 5-10 Total property and equipment 153,831 217,946 Accumulated depreciation (47,360) (60,953) Construction in progress (1) 423 861 Property and equipment, net $ 106,894 $ 157,854 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost | We have noncancelable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. Refer to Note 2. Summary of Significant Accounting Policies for additional discussion of our lease policies. For the Year Ended December 31, 2022 Weighted-average discount rate 4.1 % Weighted average remaining lease term in years 5.07 years Our total lease cost consisted of the following items for the dates indicated: For the Year Ended December 31, 2022 2021 2020 (in thousands) Operating lease cost $ 4,997 $ 6,018 $ 5,940 Short term lease cost 412 138 180 Variable lease cost 47 54 16 Sublease income (4,528) (5,395) (5,372) Total $ 928 $ 815 $ 764 |
Schedule of 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 noncancelable operating leases as of December 31, 2022 (in thousands): 2023 $ 746 2024 114 2025 114 2026 117 2027 121 Thereafter 384 Total lease payments $ 1,596 Less: imputed interest (208) Present value of lease liabilities $ 1,388 |
Schedule of Lease Income | For the Year Ended December 31, 2022 2021 2020 (in thousands, except lease term) Lease income (1) $ 9,306 $ 8,560 $ 9,295 Weighted average remaining lease term in years 3.49 years (1) Lease income presented above includes lease income from related parties. Refer to Note 13. Transactions with Related Parties for additional discussion of lease income from a related party. In addition, lease income as discussed above totaling $6.3 million, $4.6 million and $5.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, is included in “ Terminalling services ” and “ Terminalling services — related party” r |
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 noncancelable operating leases as of December 31, 2022 (in thousands): 2023 $ 4,496 2024 2,785 2025 2,777 2026 2,542 Total $ 12,600 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, 2022 December 31, 2021 (in thousands) Carrying amount: Customer service agreements $ 3,832 $ 125,960 Other — 106 Total carrying amount 3,832 126,066 Accumulated amortization: Customer service agreements (306) (77,115) Other — (65) Total accumulated amortization (306) (77,180) Total intangible assets, net $ 3,526 $ 48,886 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Our long-term debt balances included the following components as of the specified dates: December 31, 2022 2021 (in thousands) Construction loan agreement - Bank of Oklahoma $ — $ 5,701 Credit Agreement $ 215,000 $ 168,000 Less: Deferred financing costs, net (908) (2,080) Less: Long-term debt, current portion $ (214,092) $ (4,251) Total long-term debt, net $ — $ 167,370 |
Schedule of Capacity on Credit Facility | We determined the capacity available to us under the terms of our Credit Agreement, was as follows, as of the specified dates: December 31, 2022 2021 (in millions) Aggregate borrowing capacity under the Credit Agreement $ 275.0 $ 275.0 Less: Amounts outstanding under the Credit Agreement 215.0 168.0 Available under Credit Agreement based on capacity $ 60.0 $ 107.0 Available under the Credit Agreement based on covenants (1) $ 53.0 $ 80.0 |
Schedule of Interest Expense From Continuing Operations | Interest expense associated with our outstanding indebtedness was as follows for the specified periods: For the Years Ended December 31, 2022 2021 2020 (in thousands) Interest expense on Credit Agreement $ 9,500 $ 5,758 $ 8,979 Amortization of deferred financing costs 1,170 1,232 1,109 Total interest expense $ 10,670 $ 6,990 $ 10,088 |
TRANSACTIONS WITH RELATED PAR_2
TRANSACTIONS WITH RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Deferred Revenue, Current Portion - Related Party | Our related party revenue from USD and affiliates are presented below in the following table for the indicated periods: For the Years Ended December 31, 2022 2021 2020 (in thousands) Terminalling services — related party $ 2,666 $ 2,753 $ 10,031 Fleet leases — related party 3,037 3,935 3,935 Fleet services — related party 986 910 910 Freight and other reimbursables — related party 33 — 66 $ 6,722 $ 7,598 $ 14,942 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: December 31, 2022 2021 (in thousands) Accounts receivable — related party $ 409 $ 2,051 Accounts payable and accrued expenses — related party (1) $ — $ 12,707 Other current liabilities — related party (2) $ 11 $ 64 Deferred revenue — related party (3) $ 128 $ — (1) Does not include amounts payable to related parties associated with the Omnibus Agreement, as discussed above. In addition the recasted balance at December 31, 2021, includes $12.6 million of payables to related parties attributable to the Hardisty South entities prior to our acquisition. (2) Represents a contract liability associated with a lease agreement with USDM and cumulative revenue that has been deferred due to tiered billing provisions. (3) Represents deferred revenues associated with our fleet services agreement with USD and affiliates for amounts we have collected from them for their prepaid leases. |
Distributions Made to General and Limited Party, by Distribution | We paid the following aggregate cash distributions to USDG as a holder of our common units and with respect to the February 2020 payment date, the sole owner of our subordinated units and to USD Partners GP LLC as sole holder of our general partner interest. For the Year Ended December 31, 2022 Distribution Declaration Date Record Date Distribution Amount Paid to Amount Paid to (in thousands) January 26, 2022 February 9, 2022 February 18, 2022 $ 1,398 $ 56 April 21, 2022 May 4, 2022 May 13, 2022 1,484 — July 20, 2022 August 3, 2022 August 12, 2022 2,138 — October 20, 2022 November 2, 2022 November 14, 2022 2,138 — $ 7,158 $ 56 For the Year Ended December 31, 2021 Distribution Declaration Date Record Date Distribution Amount Paid to Amount Paid to (in thousands) January 28, 2021 February 10, 2021 February 19, 2021 $ 1,283 $ 51 April 22, 2021 May 5, 2021 May 14, 2021 1,312 52 July 21, 2021 August 4, 2021 August 13, 2021 1,341 53 October 21, 2021 November 3, 2021 November 12, 2021 1,370 55 $ 5,306 $ 211 For the Year Ended December 31, 2020 Distribution Declaration Date Record Date Distribution Amount Paid to Amount Paid to (in thousands) January 30, 2020 February 10, 2020 February 19, 2020 $ 4,276 $ 372 April 23, 2020 May 5, 2020 May 15, 2020 1,283 51 July 23, 2020 August 4, 2020 August 14, 2020 1,283 51 October 22, 2020 November 3, 2020 November 13, 2020 1,283 51 $ 8,125 $ 525 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Rail Services Agreements | The future minimum payments for these rail services agreements are as follows (in thousands): Year ending December 31, 2023 $ 11,676 2024 11,356 2025 4,791 Total $ 27,823 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Predecessor's Reportable Segment Data for Continuing Operations | For the Year Ended December 31, 2022 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 104,409 $ — $ — $ 104,409 Terminalling services — related party 2,666 — — 2,666 Fleet leases — related party — 3,037 — 3,037 Fleet services — — — — Fleet services — related party — 986 — 986 Freight and other reimbursables 524 — — 524 Freight and other reimbursables — related party 33 — — 33 Total revenues 107,632 4,023 — 111,655 Operating costs Subcontracted rail services 13,583 — — 13,583 Pipeline fees 28,084 — — 28,084 Freight and other reimbursables 557 — — 557 Operating and maintenance 8,830 3,246 — 12,076 Selling, general and administrative 9,559 115 16,111 25,785 Impairment of intangible and long-lived assets 71,612 — — 71,612 Goodwill impairment loss — — — — Depreciation and amortization 19,643 — — 19,643 Total operating costs 151,868 3,361 16,111 171,340 Operating income (loss) (44,236) 662 (16,111) (59,685) Interest expense 124 — 10,546 10,670 Gain associated with derivative instruments — — (12,327) (12,327) Foreign currency transaction loss (gain) 1,916 (14) 153 2,055 Other income, net (78) (3) (9) (90) Provision for income taxes 1,265 28 — 1,293 Net income (loss) $ (47,463) $ 651 $ (14,474) $ (61,286) Total assets $ 122,491 $ 1,111 $ 3,174 $ 126,776 Capital expenditures $ 75,468 $ — $ — $ 75,468 For the Year Ended December 31, 2021 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 196,180 $ — $ — $ 196,180 Terminalling services — related party 2,753 — — 2,753 Fleet leases— related party — 3,935 — 3,935 Fleet services — 24 — 24 Fleet services — related party — 910 — 910 Freight and other reimbursables 542 141 — 683 Freight and other reimbursables — related party — — — — Total revenues 199,475 5,010 — 204,485 Operating costs Subcontracted rail services 17,828 — — 17,828 Pipeline fees 54,248 — — 54,248 Freight and other reimbursables 542 141 — 683 Operating and maintenance 8,006 3,976 — 11,982 Selling, general and administrative 57,838 296 12,558 70,692 Impairment of intangible and long-lived assets — — — — Goodwill impairment loss — — — — Depreciation and amortization 23,167 — — 23,167 Total operating costs 161,629 4,413 12,558 178,600 Operating income (loss) 37,846 597 (12,558) 25,885 Interest expense 499 — 6,491 6,990 Loss associated with derivative instruments — — (4,129) (4,129) Foreign currency transaction loss (gain) (730) (2) 25 (707) Other income, net (29) — (2) (31) Provision for income taxes 862 71 — 933 Net income (loss) $ 37,244 $ 528 $ (14,943) $ 22,829 Total assets $ 238,675 $ 4,958 $ 3,383 $ 247,016 Capital expenditures $ 5,187 $ — $ — $ 5,187 For the Year Ended December 31, 2020 Terminalling Fleet Corporate Total (in thousands) Revenues Terminalling services $ 154,041 $ — $ — $ 154,041 Terminalling services — related party 10,031 — — 10,031 Fleet leases — related party — 3,935 — 3,935 Fleet services — 203 — 203 Fleet services — related party — 910 — 910 Freight and other reimbursables 795 101 — 896 Freight and other reimbursables — related party — 66 — 66 Total revenues 164,867 5,215 — 170,082 Operating costs Subcontracted rail services 14,539 — — 14,539 Pipeline fees 42,869 — — 42,869 Freight and other reimbursables 795 167 — 962 Operating and maintenance 8,789 4,096 — 12,885 Selling, general and administrative 35,880 879 11,611 48,370 Impairment of intangible and long-lived assets — — — — Goodwill impairment loss 33,589 — — 33,589 Depreciation and amortization 22,480 — — 22,480 Total operating costs 158,941 5,142 11,611 175,694 Operating income (loss) 5,926 73 (11,611) (5,612) Interest expense 1,156 — 8,932 10,088 Loss associated with derivative instruments — — 3,896 3,896 Foreign currency transaction loss 91 1 78 170 Other income, net (781) (7) (5) (793) Provision for (benefit from) income taxes 831 (494) — 337 Net Income (loss) $ 4,629 $ 573 $ (24,512) $ (19,310) Total assets $ 266,345 $ 8,668 $ 666 $ 275,679 Capital expenditures $ 3,194 $ — $ — $ 3,194 |
Reconciliation of Adjusted EBITDA to Profit or Loss from Continuing Operations | The following tables present the computation of Segment Adjusted EBITDA, which is a measure determined in accordance with GAAP, for each of our segments for the periods indicated: For the Years Ended December 31, Terminalling Services Segment 2022 2021 2020 (in thousands) Net income (loss) $ (47,463) $ 37,244 $ 4,629 Interest income, net (1) 70 497 1,129 Depreciation and amortization 19,643 23,167 22,480 Provision for income taxes 1,265 862 831 Foreign currency transaction loss (gain) (2) 1,916 (730) 91 Loss associated with disposal of assets 3 11 — Impairment of intangible and long-lived assets 71,612 — — Goodwill impairment loss — — 33,589 Non-cash deferred amounts (3) (4,878) 2,960 3,954 Segment Adjusted EBITDA attributable to Hardisty South entities prior to acquisition (4) $ (258) $ (1,529) $ (5,240) Segment Adjusted EBITDA $ 41,910 $ 62,482 $ 61,463 (1) Represents interest expense associated with the Construction loan agreement that existed prior to our acquisition of the Hardisty South Terminal entities and interest income associated with our Terminalling Services segment that is included in “ Other income, net ” in our consolidated statements of operations. (2) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. (3) 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 our 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. (4) Segment adjusted EBITDA attributable to the Hardisty South entities for the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020, was excluded from the Terminalling Services Segment Adjusted EBITDA, as these amounts were generated by the Hardisty South entities prior to the Partnership’s acquisition. For the Years Ended December 31, Fleet Services Segment 2022 2021 2020 (in thousands) Net income $ 651 $ 528 $ 573 Provision for (benefit from) income taxes 28 71 (494) Interest income (1) (3) — (7) Foreign currency transaction loss (gain) (2) (14) (2) 1 Segment Adjusted EBITDA $ 662 $ 597 $ 73 (1) Represents interest income associated with our Fleet Services segment that is included in “ Other income, net ” in our consolidated statements of operations. (2) Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries. |
Summary of Predecessor's Total Assets by Segment From Continuing Operations | The following tables summarize the geographic data for our continuing operations. Revenues are attributed to countries based on the local currency of our reporting subsidiaries for which the obligation is performed. For the Year Ended December 31, 2022 U.S. Canada Total (in thousands) Revenues Third party $ 18,433 $ 86,500 $ 104,933 Related party $ 6,722 $ — $ 6,722 Long-lived assets (1) $ 46,236 $ 60,658 $ 106,894 For the Year Ended December 31, 2021 U.S. Canada Total (in thousands) Revenues Third party $ 31,597 $ 165,290 $ 196,887 Related party $ 7,598 $ — $ 7,598 Long-lived assets (1) $ 86,709 $ 71,145 $ 157,854 For the Year Ended December 31, 2020 U.S. Canada Total (in thousands) Revenues Third party $ 30,838 $ 124,302 $ 155,140 Related party $ 9,051 $ 5,891 $ 14,942 (1) Includes property and equipment less accumulated depreciation and excludes intangible assets, operating lease right-of-use assets, long-term derivative assets and long-term deferred tax assets. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | The domestic and foreign components of our income (loss) before income taxes is presented in the following table: Years Ended December 31, 2022 2021 2020 (in thousands) Domestic $ (62,321) $ 19,749 $ (20,882) Foreign 2,328 4,013 1,909 Income (loss) before income taxes $ (59,993) $ 23,762 $ (18,973) 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 to our effective income tax rate: Years Ended December 31, 2022 2021 2020 (in thousands) Income tax expense (benefit) at the U.S. federal statutory rate $ (12,599) 21 % $ 4,990 21 % $ (3,984) 21 % Amount attributable to partnership not subject to income tax 13,226 (22) % (3,971) (17) % 4,446 (23) % Foreign income tax rate differential 87 — % (70) — % 288 (2) % Tax incentives — — % — — % (471) 2 % Other 155 — % (50) — % 40 — % Change in valuation allowance 424 (1) % 34 — % 18 — % Provision for income taxes $ 1,293 (2) % $ 933 4 % $ 337 (2) % |
Schedule of Components of Income Tax Expense | Years Ended December 31, 2022 2021 2020 (in thousands) Current income tax expense U.S. federal income tax expense (benefit) $ 105 $ 8 $ (536) Canadian federal and provincial income tax expense 1,098 1,003 1,625 Total current income tax expense 1,203 1,011 1,089 Deferred income tax expense (benefit) U.S. federal income tax expense (benefit) (78) 63 39 Canadian federal and provincial income tax expense (benefit) 168 (141) (791) Total change in deferred income tax expense (benefit) 90 (78) (752) Provision for income taxes $ 1,293 $ 933 $ 337 |
Schedule of Deferred Tax Assets and Liabilities | Major components of deferred income tax assets and liabilities associated with our operations were as follows as of the dates indicated: December 31, 2022 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ — $ 28 $ 28 Property and equipment — 1,309 1,309 Land — 350 350 Deferred income tax liabilities Prepaid expenses (25) — (25) Property and equipment — (879) (879) Valuation allowance — (808) (808) Deferred income tax liability, net $ (25) $ — $ (25) December 31, 2021 U.S. Foreign Total (in thousands) Deferred income tax assets Other assets $ — $ 22 $ 22 Property and equipment — 1,015 1,015 Capital loss carryforwards — 481 481 Deferred income tax liabilities Prepaid expenses (102) — (102) Property and equipment — (899) (899) Other liabilities — (20) (20) Valuation allowance (1) (427) (428) Deferred income tax asset (liability), net $ (103) $ 172 $ 69 |
MAJOR CUSTOMERS AND CONCENTRA_2
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue Attributable to Major Customers | The following tables provide the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2022 Total Revenues by Major Customer Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 35,181 32% 100% —% Customer B $ 22,052 20% 100% —% Customer C $ 14,164 13% 100% —% Customer D $ 13,618 12% 100% —% Customer E $ — —% —% —% For the Year Ended December 31, 2021 Total Revenues by Major Customer Percentage of Total Company Revenues Percentage of Customer Revenues in Terminalling Services Segment Percentage of Customer Revenues in Fleet Services Segment Customer A $ 50,643 25% 100% —% Customer B $ 22,876 11% 100% —% Customer C $ 14,710 7% 100% —% Customer D $ 14,914 7% 100% —% Customer E $ 59,625 29% 100% —% |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Positions Included in the Consolidated Balance Sheets at Fair Value | We recorded all of our derivative financial instruments at their fair values in the line items specified below within our consolidated balance sheets, the amounts of which were as follows at the dates indicated: December 31, 2022 2021 (in thousands) Other current assets $ 1,448 $ — Other non-current assets — 1,995 Other current liabilities — (583) Other non-current liabilities (3,587) — $ (2,139) $ 1,412 |
Schedule of Gain (Loss) on Derivative Instruments | In connection with our derivative activities, we recognized the following amounts during the periods presented: Years Ended December 31, 2022 2021 2020 (in thousands) Loss (gain) associated with derivative instruments $ (12,327) $ (4,129) $ 3,896 |
Schedule of Derivative Instruments | The following table presents summarized information about the fair values of our outstanding interest rate contracts for the periods indicated: December 31, 2022 December 31, 2021 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Swap Agreements Swap terminated in April 2022 $ 150,000,000 0.84 % $ — $ 1,412 Swap maturing October 2027 $ 175,000,000 3.956 % $ 2,139 $ — |
UNIT BASED COMPENSATION (Tables
UNIT BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation, Activity | The following table presents the award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom unit awards at December 31, 2019 37,139 1,252,544 $ 11.34 Granted 40,065 594,912 $ 10.15 Vested (37,139) (482,711) $ 10.84 Forfeited — (39,908) $ 11.06 Phantom unit awards at December 31, 2020 40,065 1,324,837 $ 10.98 Granted 40,065 574,704 $ 4.82 Vested (53,858) (548,492) $ 11.05 Forfeited — (33,556) $ 7.82 Phantom unit awards at December 31, 2021 26,272 1,317,493 $ 8.21 Granted 39,408 536,729 $ 5.85 Vested (26,272) (522,022) $ 9.00 Forfeited — (3,236) $ 6.21 Phantom unit awards at December 31, 2022 39,408 1,328,964 $ 6.91 The following table presents the award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2019 12,177 44,620 $ 11.53 Granted 13,136 46,027 $ 10.15 Vested (1)(2) (12,177) (31,363) $ 11.23 Phantom unit awards at December 31, 2020 13,136 59,284 $ 10.58 Granted 13,136 41,138 $ 4.82 Vested (1)(2) (13,136) (36,692) $ 9.43 Phantom unit awards at December 31, 2021 13,136 63,730 $ 7.26 Granted 13,136 36,459 $ 5.85 Vested (1)(2) (13,136) (39,718) $ 7.37 Forfeited — (3,624) $ 5.35 Phantom unit awards at December 31, 2022 13,136 56,847 $ 6.27 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2022, 2021 and 2020 at the closing price for our common units as quoted on the NYSE. We paid $126 thousand, $194 thousand and $107 thousand, respectively, for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2022, 2021 and 2020. In February 2023, awards of 579,992 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) (in thousands ) U.S. domiciled directors and independent consultants 39,408 39,408 $ — U.S. domiciled employee 527,448 338,012 — Canadian domiciled directors and independent consultants 13,136 — 47 579,992 377,420 $ 47 (1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of Phantom Units that vest. (2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $3.54. |
Schedule of Phantom Units Granted | We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Years Ended December 31, 2022 2021 2020 (in thousands) Equity-classified Phantom Units (1) $ 669 $ 641 $ 933 Liability-classified Phantom Units 51 47 57 Total $ 720 $ 688 $ 990 (1) We reclassified $2 thousand, $32 thousand and $58 thousand for the years ended December 31, 2022, 2021 and 2020, respectively, to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information for the periods indicated: For the Years Ended December 31, 2022 2021 2020 (in thousands) Cash paid for income taxes, net (1) $ 1,064 $ 906 $ 303 Cash paid for interest $ 8,374 $ 5,912 $ 9,508 Cash paid for operating leases $ 5,382 $ 5,551 $ 6,477 (1) Includes the net effect of tax refunds of $84 thousand received in the second quarter of 2022 and $480 thousand received in the third quarter of 2020 associated with carrying back U.S. net operating losses incurred during 2020 and prior periods allowed for by the provisions of the CARES Act. Also includes the net effect of tax refunds of $31 thousand received in the third quarter of 2022 and $21 thousand received in the fourth quarter of 2020 associated with prior period Canadian taxes. At December 31, 2022 and 2021, we had non-cash investing activities for capital expenditures for property and equipment that were financed through “ Accounts payable and accrued expenses” and “ Accounts payable and accrued expenses — related party ” and an accrued reimbursement associated with our collaborative arrangement included in “ Accounts receivable, net ” as presented in the table below for the periods indicated: For the Year Ended December 31, 2022 2021 (in thousands) Property and equipment financed through Accounts payable and accrued expenses $ 583 $ (787) Accrued reimbursement of property and equipment $ (137) $ — |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Schedule of Share-Based Compensation, Activity | The following table presents the award activity for our Equity-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom unit awards at December 31, 2019 37,139 1,252,544 $ 11.34 Granted 40,065 594,912 $ 10.15 Vested (37,139) (482,711) $ 10.84 Forfeited — (39,908) $ 11.06 Phantom unit awards at December 31, 2020 40,065 1,324,837 $ 10.98 Granted 40,065 574,704 $ 4.82 Vested (53,858) (548,492) $ 11.05 Forfeited — (33,556) $ 7.82 Phantom unit awards at December 31, 2021 26,272 1,317,493 $ 8.21 Granted 39,408 536,729 $ 5.85 Vested (26,272) (522,022) $ 9.00 Forfeited — (3,236) $ 6.21 Phantom unit awards at December 31, 2022 39,408 1,328,964 $ 6.91 The following table presents the award activity for our Liability-classified Phantom Units: Independent Director and Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2019 12,177 44,620 $ 11.53 Granted 13,136 46,027 $ 10.15 Vested (1)(2) (12,177) (31,363) $ 11.23 Phantom unit awards at December 31, 2020 13,136 59,284 $ 10.58 Granted 13,136 41,138 $ 4.82 Vested (1)(2) (13,136) (36,692) $ 9.43 Phantom unit awards at December 31, 2021 13,136 63,730 $ 7.26 Granted 13,136 36,459 $ 5.85 Vested (1)(2) (13,136) (39,718) $ 7.37 Forfeited — (3,624) $ 5.35 Phantom unit awards at December 31, 2022 13,136 56,847 $ 6.27 (1) Phantom Units granted to employees domiciled in Canada vested on December 31, 2022, 2021 and 2020 at the closing price for our common units as quoted on the NYSE. We paid $126 thousand, $194 thousand and $107 thousand, respectively, for Phantom Units granted to employees domiciled in Canada that vested on December 31, 2022, 2021 and 2020. In February 2023, awards of 579,992 Phantom Units vested. The following table provides details of these vested awards: Phantom Units Vested Common Units Issued (1) Cash Paid (2) (in thousands ) U.S. domiciled directors and independent consultants 39,408 39,408 $ — U.S. domiciled employee 527,448 338,012 — Canadian domiciled directors and independent consultants 13,136 — 47 579,992 377,420 $ 47 (1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of Phantom Units that vest. (2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $3.54. |
QUARTERLY FINANCIAL DATA (Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data (Unaudited) | First Second Third Fourth (in thousands, except per unit amounts) 2022 Quarters Operating revenue $ 35,786 $ 33,741 $ 21,479 $ 20,649 Operating expense $ 30,791 $ 28,533 $ 93,940 $ 18,076 Operating income (loss) $ 4,995 $ 5,208 $ (72,461) $ 2,573 Net income (loss) $ 7,473 $ 3,805 $ (69,353) $ (3,211) Net income (loss) attributable to limited partner ownership interest in USD Partners LP $ 8,842 $ 3,805 $ (69,353) $ (3,211) Net income (loss) per limited partner unit, basic and diluted $ 0.32 $ 0.11 $ (2.08) $ (0.10) First Second Third Fourth (in thousands, except per unit amounts) 2021 Quarters Operating revenue $ 43,627 $ 91,513 $ 35,448 $ 33,897 Operating expense $ 37,289 $ 82,363 $ 29,829 $ 29,119 Operating income $ 6,338 $ 9,150 $ 5,619 $ 4,778 Net income $ 7,524 $ 6,886 $ 4,133 $ 4,286 Net income attributable to limited partner ownership interest in USD Partners LP $ 7,204 $ 6,605 $ 3,744 $ 3,546 Net income per limited partner unit, basic and diluted $ 0.27 $ 0.24 $ 0.13 $ 0.13 |
ORGANIZATION AND DESCRIPTION _3
ORGANIZATION AND DESCRIPTION OF BUSINESS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Apr. 06, 2022 | Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Hardisty South Terminal | ||||
Limited Partners' Capital Account [Line Items] | ||||
Percentage of business acquired | 100% | |||
Cash consideration | $ 75 | |||
Number of common units acquired (in shares) | 5,751,136 | |||
USD PARTNERS LP | Common units | USD Partners GP LLC | ||||
Limited Partners' Capital Account [Line Items] | ||||
General partner interest | 0% | 1.70% |
ORGANIZATION AND DESCRIPTION _4
ORGANIZATION AND DESCRIPTION OF BUSINESS - Capital Accounts (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest | 100% | 100% |
Common units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest | 48.10% | 56.60% |
USDG | Common units | ||
Limited Partners' Capital Account [Line Items] | ||
Limited partner interest | 51.90% | 41.70% |
USD Partners GP LLC | Common units | USD PARTNERS LP | ||
Limited Partners' Capital Account [Line Items] | ||
General partner interest | 0% | 1.70% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |
Contract with customer, make up rights expiration term | 12 months |
Breakage rate percentage | 99% |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Breakage rate percentage | 97% |
Estimated Useful Lives (Years) | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Breakage rate percentage | 100% |
Estimated Useful Lives (Years) | 30 years |
HARDISTY SOUTH TERMINAL ACQUI_3
HARDISTY SOUTH TERMINAL ACQUISITION - Narrative (Details) $ in Thousands | 12 Months Ended | |||||||
Apr. 06, 2022 USD ($) bbl / d railcar | Apr. 05, 2022 USD ($) | Apr. 01, 2022 shares | Jan. 01, 2020 USD ($) | Dec. 31, 2022 USD ($) | [1] | Dec. 31, 2020 USD ($) | [1] | |
General Partner Units | ||||||||
Asset Acquisition [Line Items] | ||||||||
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition | $ 18,200 | $ 18,207 | $ 0 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Revision of prior period, Acquisition and Eliminations | General Partner Units | ||||||||
Asset Acquisition [Line Items] | ||||||||
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition | $ 1,800 | |||||||
Hardisty South Terminal | ||||||||
Asset Acquisition [Line Items] | ||||||||
Percentage of business acquired | 100% | |||||||
Cash consideration | $ 75,000 | |||||||
Number of common units acquired (in shares) | shares | 5,751,136 | |||||||
Amount of transloading capacity per day per unit train | railcar | 120,000 | |||||||
Number of barrels of takeaway capacity per day | bbl / d | 112,500,000 | |||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
HARDISTY SOUTH TERMINAL ACQUI_4
HARDISTY SOUTH TERMINAL ACQUISITION - Schedule of Affected Line Item In Our Consolidated Statements Of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Revenues | |||||||||||||||
Total revenues | $ 20,649 | $ 21,479 | $ 33,741 | $ 35,786 | $ 33,897 | $ 35,448 | $ 91,513 | $ 43,627 | $ 111,655 | [1] | $ 204,485 | [1] | $ 170,082 | [1] | |
Operating costs | |||||||||||||||
Operating and maintenance | [1] | 11,818 | 11,738 | 12,885 | |||||||||||
Selling, general and administrative | [1] | 13,328 | 11,249 | 11,471 | |||||||||||
Goodwill impairment loss | [1],[2] | 0 | 0 | 33,589 | |||||||||||
Depreciation and amortization | [1],[2] | 19,643 | 23,167 | 22,480 | |||||||||||
Total operating costs | 18,076 | 93,940 | 28,533 | 30,791 | 29,119 | 29,829 | 82,363 | 37,289 | 171,340 | [1] | 178,600 | [1] | 175,694 | [1] | |
Operating income (loss) | 2,573 | (72,461) | 5,208 | 4,995 | 4,778 | 5,619 | 9,150 | 6,338 | (59,685) | [1] | 25,885 | [1] | (5,612) | [1] | |
Interest expense | [1] | 10,670 | 6,990 | 10,088 | |||||||||||
Gain associated with derivative instruments | [1] | (12,327) | (4,129) | 3,896 | |||||||||||
Foreign currency transaction loss (gain) | [1] | 2,055 | (707) | 170 | |||||||||||
Other expense (income), net | [1] | (90) | (31) | (793) | |||||||||||
Income (loss) before income taxes | [1] | (59,993) | 23,762 | (18,973) | |||||||||||
Provision for (benefit from) income taxes | [1] | 1,293 | 933 | 337 | |||||||||||
Net income (loss) | $ (3,211) | $ (69,353) | $ 3,805 | $ 7,473 | $ 4,286 | $ 4,133 | $ 6,886 | $ 7,524 | (61,286) | [1],[2],[3] | 22,829 | [1],[2],[3] | (19,310) | [1],[2],[3] | |
Related party | |||||||||||||||
Operating costs | |||||||||||||||
Operating and maintenance — related party | [1] | 258 | 244 | 0 | |||||||||||
Selling, general and administrative — related party | [1] | 12,457 | 59,443 | 36,899 | |||||||||||
Previously reported | |||||||||||||||
Revenues | |||||||||||||||
Total revenues | 122,098 | 120,043 | |||||||||||||
Operating costs | |||||||||||||||
Operating and maintenance | 10,822 | 10,459 | |||||||||||||
Selling, general and administrative | 10,376 | 10,883 | |||||||||||||
Goodwill impairment loss | 0 | 33,589 | |||||||||||||
Depreciation and amortization | 22,075 | 21,496 | |||||||||||||
Total operating costs | 97,296 | 127,706 | |||||||||||||
Operating income (loss) | 24,802 | (7,663) | |||||||||||||
Interest expense | 6,491 | 8,932 | |||||||||||||
Gain associated with derivative instruments | (4,129) | 3,896 | |||||||||||||
Foreign currency transaction loss (gain) | 313 | 267 | |||||||||||||
Other expense (income), net | (31) | (903) | |||||||||||||
Income (loss) before income taxes | 22,158 | (19,855) | |||||||||||||
Provision for (benefit from) income taxes | 700 | (41) | |||||||||||||
Net income (loss) | 21,458 | (19,814) | |||||||||||||
Previously reported | Related party | |||||||||||||||
Operating costs | |||||||||||||||
Operating and maintenance — related party | 8,369 | 8,287 | |||||||||||||
Selling, general and administrative — related party | 6,826 | 7,374 | |||||||||||||
Revision of prior period, Acquisition and Eliminations | |||||||||||||||
Revenues | |||||||||||||||
Total revenues | (8,125) | (8,287) | |||||||||||||
Operating costs | |||||||||||||||
Operating and maintenance | 0 | 0 | |||||||||||||
Selling, general and administrative | 0 | 0 | |||||||||||||
Goodwill impairment loss | 0 | 0 | |||||||||||||
Depreciation and amortization | 0 | 0 | |||||||||||||
Total operating costs | (8,125) | (8,287) | |||||||||||||
Operating income (loss) | 0 | 0 | |||||||||||||
Interest expense | 0 | 0 | |||||||||||||
Gain associated with derivative instruments | 0 | 0 | |||||||||||||
Foreign currency transaction loss (gain) | 0 | 0 | |||||||||||||
Other expense (income), net | 0 | 0 | |||||||||||||
Income (loss) before income taxes | 0 | 0 | |||||||||||||
Provision for (benefit from) income taxes | 0 | 0 | |||||||||||||
Net income (loss) | 0 | 0 | |||||||||||||
Revision of prior period, Acquisition and Eliminations | Related party | |||||||||||||||
Operating costs | |||||||||||||||
Operating and maintenance — related party | (8,125) | (8,287) | |||||||||||||
Selling, general and administrative — related party | 0 | ||||||||||||||
Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | |||||||||||||||
Revenues | |||||||||||||||
Total revenues | 90,512 | 58,326 | |||||||||||||
Operating costs | |||||||||||||||
Operating and maintenance | 916 | 2,426 | |||||||||||||
Selling, general and administrative | 873 | 588 | |||||||||||||
Goodwill impairment loss | 0 | 0 | |||||||||||||
Depreciation and amortization | 1,092 | 984 | |||||||||||||
Total operating costs | 89,429 | 56,275 | |||||||||||||
Operating income (loss) | 1,083 | 2,051 | |||||||||||||
Interest expense | 499 | 1,156 | |||||||||||||
Gain associated with derivative instruments | 0 | 0 | |||||||||||||
Foreign currency transaction loss (gain) | (1,020) | (97) | |||||||||||||
Other expense (income), net | 0 | 110 | |||||||||||||
Income (loss) before income taxes | 1,604 | 882 | |||||||||||||
Provision for (benefit from) income taxes | 233 | 378 | |||||||||||||
Net income (loss) | 1,371 | 504 | |||||||||||||
Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | Related party | |||||||||||||||
Operating costs | |||||||||||||||
Operating and maintenance — related party | 0 | 0 | |||||||||||||
Selling, general and administrative — related party | 52,617 | 29,525 | |||||||||||||
Terminalling services | |||||||||||||||
Revenues | |||||||||||||||
Revenues | [1] | 104,409 | 196,180 | 154,041 | |||||||||||
Terminalling services | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | [1] | 2,666 | 2,753 | 10,031 | |||||||||||
Terminalling services | Previously reported | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 113,810 | 104,053 | |||||||||||||
Terminalling services | Previously reported | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 2,753 | 10,031 | |||||||||||||
Terminalling services | Revision of prior period, Acquisition and Eliminations | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Terminalling services | Revision of prior period, Acquisition and Eliminations | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | (8,125) | (8,287) | |||||||||||||
Terminalling services | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 82,370 | 49,988 | |||||||||||||
Terminalling services | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 8,125 | 8,287 | |||||||||||||
Fleet leases — related party | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | [1] | 3,037 | 3,935 | 3,935 | |||||||||||
Fleet leases — related party | Previously reported | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 3,935 | 3,935 | |||||||||||||
Fleet leases — related party | Revision of prior period, Acquisition and Eliminations | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Fleet leases — related party | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Fleet Services | |||||||||||||||
Revenues | |||||||||||||||
Revenues | [1] | 0 | 24 | 203 | |||||||||||
Fleet Services | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | [1] | 986 | 910 | 910 | |||||||||||
Fleet Services | Previously reported | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 24 | 203 | |||||||||||||
Fleet Services | Previously reported | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 910 | 910 | |||||||||||||
Fleet Services | Revision of prior period, Acquisition and Eliminations | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Fleet Services | Revision of prior period, Acquisition and Eliminations | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Fleet Services | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Fleet Services | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Freight and other reimbursables | |||||||||||||||
Revenues | |||||||||||||||
Revenues | [1] | 524 | 683 | 896 | |||||||||||
Operating costs | |||||||||||||||
Operating costs | [1] | 557 | 683 | 962 | |||||||||||
Freight and other reimbursables | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | [1] | 33 | 0 | 66 | |||||||||||
Freight and other reimbursables | Previously reported | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 666 | 845 | |||||||||||||
Operating costs | |||||||||||||||
Operating costs | 666 | 911 | |||||||||||||
Freight and other reimbursables | Previously reported | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 66 | ||||||||||||||
Freight and other reimbursables | Revision of prior period, Acquisition and Eliminations | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | 0 | |||||||||||||
Operating costs | |||||||||||||||
Operating costs | 0 | 0 | |||||||||||||
Freight and other reimbursables | Revision of prior period, Acquisition and Eliminations | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | ||||||||||||||
Freight and other reimbursables | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 17 | 51 | |||||||||||||
Operating costs | |||||||||||||||
Operating costs | 17 | 51 | |||||||||||||
Freight and other reimbursables | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | Related party | |||||||||||||||
Revenues | |||||||||||||||
Revenues | 0 | ||||||||||||||
Subcontracted rail services | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | [1] | 13,583 | 17,828 | 14,539 | |||||||||||
Subcontracted rail services | Previously reported | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | 13,838 | 10,845 | |||||||||||||
Subcontracted rail services | Revision of prior period, Acquisition and Eliminations | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | 0 | 0 | |||||||||||||
Subcontracted rail services | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | 3,990 | 3,694 | |||||||||||||
Pipeline fees | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | [1] | $ 28,084 | 54,248 | 42,869 | |||||||||||
Pipeline fees | Previously reported | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | 24,324 | 23,862 | |||||||||||||
Pipeline fees | Revision of prior period, Acquisition and Eliminations | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | 0 | 0 | |||||||||||||
Pipeline fees | Revision of prior period, Acquisition and Eliminations | Hardisty South Terminal | |||||||||||||||
Operating costs | |||||||||||||||
Operating costs | $ 29,924 | $ 19,007 | |||||||||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control[2]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
NET INCOME (LOSS) PER LIMITED_3
NET INCOME (LOSS) PER LIMITED PARTNER AND GENERAL PARTNER INTEREST - Schedule of Earnings per Units by Class (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Feb. 29, 2020 | Feb. 28, 2020 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | $ (3,211) | $ (69,353) | $ 3,805 | $ 7,473 | $ 4,286 | $ 4,133 | $ 6,886 | $ 7,524 | $ (61,286) | [1],[2],[3] | $ 22,829 | [1],[2],[3] | $ (19,310) | [1],[2],[3] | ||||||||
Less: Distributable earnings | 14,374 | 13,642 | 12,730 | |||||||||||||||||||
Distributions in excess of earnings | $ (75,660) | $ 9,187 | $ (32,040) | |||||||||||||||||||
Distributions for the period (in dollars per share) | $ 0.1235 | $ 0.1235 | $ 0.1235 | $ 0.1235 | $ 0.121 | $ 0.1185 | $ 0.116 | $ 0.1135 | $ 0.111 | $ 0.111 | $ 0.111 | $ 0.111 | ||||||||||
Distributions, annual period (in dollars per share) | $ 0.494 | $ 0.469 | $ 0.444 | |||||||||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,368,372 | 1,343,765 | 1,364,902 | |||||||||||||||||||
Common Units | ||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Weighted average units outstanding, basic (in shares) | [3] | 31,915,000 | 27,182,000 | 26,514,000 | ||||||||||||||||||
Weighted average common units outstanding, diluted (in shares) | [3] | 31,915,000 | 27,182,000 | 26,514,000 | ||||||||||||||||||
Subordinated Units (7) | ||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Weighted average units outstanding, basic (in shares) | [3] | 0 | 0 | 286,000 | ||||||||||||||||||
Weighted average common units outstanding, diluted (in shares) | [3] | 0 | 0 | 286,000 | ||||||||||||||||||
Limited Partner | Common Units | ||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | [4] | $ (59,917) | $ 21,099 | $ (19,464) | ||||||||||||||||||
Less: Distributable earnings | 14,371 | 13,415 | 12,515 | |||||||||||||||||||
Distributions in excess of earnings | $ (74,288) | $ 7,684 | $ (31,979) | |||||||||||||||||||
Weighted average units outstanding, basic (in shares) | 31,915,000 | 27,182,000 | 26,514,000 | |||||||||||||||||||
Distributable earnings per unit (in dollars per share) | $ 0.45 | $ 0.49 | $ 0.47 | |||||||||||||||||||
Underdistribution (overdistribution) earnings per unit (in dollars per share) | (2.33) | 0.28 | (1.21) | |||||||||||||||||||
Net loss per limited partner unit - basic (in dollars per share) | (1.88) | 0.77 | (0.74) | |||||||||||||||||||
Net loss per limited partner unit - diluted (in dollars per share) | $ (1.88) | $ 0.77 | $ (0.74) | |||||||||||||||||||
Partners' capital account (in shares) | [4] | 33,381,187 | 27,268,878 | 26,844,715 | 33,381,187 | 27,268,878 | 26,844,715 | 24,411,892 | ||||||||||||||
Amount distributed | [4] | $ 15,679 | $ 13,084 | $ 18,851 | ||||||||||||||||||
Allocation of partnership interests (in shares) | [4] | 0 | 2,092,709 | |||||||||||||||||||
Limited Partner | Subordinated Units (7) | ||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | [4] | 0 | $ 0 | $ (15) | ||||||||||||||||||
Less: Distributable earnings | 0 | 0 | 0 | |||||||||||||||||||
Distributions in excess of earnings | $ 0 | $ 0 | $ (15) | |||||||||||||||||||
Distributable earnings per unit (in dollars per share) | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Underdistribution (overdistribution) earnings per unit (in dollars per share) | 0 | 0 | (0.05) | |||||||||||||||||||
Net loss per limited partner unit - basic (in dollars per share) | 0 | 0 | (0.05) | |||||||||||||||||||
Net loss per limited partner unit - diluted (in dollars per share) | $ 0 | $ 0 | $ (0.05) | |||||||||||||||||||
Partners' capital account (in shares) | [4] | 0 | 0 | 0 | 0 | 0 | 0 | 2,092,709 | ||||||||||||||
Amount distributed | [4] | $ 0 | $ 0 | $ 811 | ||||||||||||||||||
Allocation of partnership interests (in shares) | [4] | 0 | 0 | (2,092,709) | ||||||||||||||||||
Limited Partner | Subordinated Units (7) | First vesting tranche | ||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Partners' capital account (in shares) | 0 | 0 | ||||||||||||||||||||
Allocation of partnership interests (in shares) | 2,092,709 | 2,092,709 | ||||||||||||||||||||
General Partner Units | ||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Net income attributable to general and limited partner interests in USD Partners LP | [4] | $ (1,369) | $ 1,730 | $ 169 | ||||||||||||||||||
Less: Distributable earnings | 3 | 227 | 215 | |||||||||||||||||||
Distributions in excess of earnings | $ (1,372) | $ 1,503 | $ (46) | |||||||||||||||||||
Weighted average units outstanding, basic (in shares) | 114,000 | 461,000 | 461,000 | |||||||||||||||||||
Partners' capital account (in shares) | [4] | 0 | 461,136 | 461,136 | 0 | 461,136 | 461,136 | 461,136 | ||||||||||||||
Amount distributed | [4] | $ 59 | $ 223 | $ 541 | ||||||||||||||||||
Phantom Share Units (PSUs) | ||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||||||
Amount distributed | 506 | $ 652 | $ 608 | |||||||||||||||||||
Amount distributable | $ 169 | $ 169 | ||||||||||||||||||||
[1]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | ||
Disaggregation of Revenue [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Revenue, performance obligation, description of timing | one year or less | ||
Breakage rate percentage | 99% | ||
Deferred revenue | [1] | $ 3,562,000 | $ 7,575,000 |
Estimated Breakage Associated with the Make-upright options | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 400,000 | 1,400,000 | |
Related party | Fleet leases — related party | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 100,000 | $ 0 | |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2022 USD ($) $ / $ |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 222,666 |
Exchange rate (USD per CAD) | $ / $ | 0.7689 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 56,262 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 25,340 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 24,149 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 24,149 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 20,240 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 72,526 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Terminalling services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 222,486 |
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] | |
Revenue, Remaining Performance Obligation, Amount | $ 56,082 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 25,340 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 24,149 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 24,149 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 20,240 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 72,526 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Fleet Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 180 |
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] | |
Revenue, Remaining Performance Obligation, Amount | $ 180 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Fleet Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Fleet Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Fleet Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Fleet Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Fleet Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
REVENUES - Schedule of Change i
REVENUES - Schedule of Change in Customer Liability (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Change In Contract With Customer Liability [Roll Forward] | |||
Deferred revenue, beginning of the period | [1] | $ 7,575,000 | |
Cash Additions for Customer Prepayments | 3,562,000 | ||
Balance Sheet Reclassification | 0 | ||
Revenue Recognized | (7,575,000) | ||
Deferred revenue, end of the period | [1] | 3,562,000 | $ 7,575,000 |
Estimated Breakage Associated with the Make-upright options | |||
Change In Contract With Customer Liability [Roll Forward] | |||
Deferred revenue, beginning of the period | 1,400,000 | ||
Deferred revenue, end of the period | 400,000 | 1,400,000 | |
Other current liabilities | |||
Change In Contract With Customer Liability [Roll Forward] | |||
Contract with customer, liability beginning of the period | 6,755,000 | ||
Cash Additions for Customer Prepayments | 0 | ||
Balance Sheet Reclassification | 5,766,000 | ||
Revenue recognized | (6,840,000) | ||
Contract with customer, liability end of the period | 5,681,000 | 6,755,000 | |
Other non-current liabilities | |||
Change In Contract With Customer Liability [Roll Forward] | |||
Contract with customer, liability beginning of the period | 9,482,000 | ||
Cash Additions for Customer Prepayments | 227,000 | ||
Balance Sheet Reclassification | (5,766,000) | ||
Revenue Recognized | 0 | ||
Contract with customer, liability end of the period | 3,943,000 | 9,482,000 | |
Third-Party Customer | |||
Change In Contract With Customer Liability [Roll Forward] | |||
Effect of exchange rate on contract with customer liability, current | 400,000 | 400,000 | |
Effect of exchange rate on contract with customer liability | $ 600,000 | $ 600,000 | |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
RESTRICTED CASH (Details)
RESTRICTED CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Cash and Cash Equivalents [Abstract] | |||||||
Cash and cash equivalents | $ 2,530 | [1] | $ 5,541 | [1] | $ 12,545 | ||
Restricted cash | 3,250 | [1] | 7,176 | [1] | 7,954 | ||
Total cash, cash equivalents and restricted cash | [2] | $ 5,780 | $ 12,717 | $ 20,499 | $ 19,773 | ||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables [Abstract] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Bad debt expense | $ 0 | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 153,831 | $ 217,946 | |
Accumulated depreciation | (47,360) | (60,953) | |
Construction in progress | 423 | 861 | |
Property and equipment, net | [1] | $ 106,894 | 157,854 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 30 years | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 10,110 | 10,298 | |
Trackage and facilities | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 108,325 | 147,810 | |
Trackage and facilities | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 10 years | ||
Trackage and facilities | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 30 years | ||
Pipeline | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 12,759 | 32,735 | |
Pipeline | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 20 years | ||
Pipeline | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 30 years | ||
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 22,553 | 27,014 | |
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 3 years | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 20 years | ||
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 84 | $ 89 | |
Furniture | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 5 years | ||
Furniture | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 10 years | ||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 9,900,000 | $ 10,600,000 | $ 9,900,000 |
Capitalized interest | 0 | $ 0 | $ 0 |
Casper Terminal | |||
Property, Plant and Equipment [Line Items] | |||
Non-cash impairment loss | $ 36,000,000 | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 3 years | ||
Minimum | Casper Terminal | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 5 years | ||
Property plant and equipment, hold factor (as a percent) | 3% | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 30 years | ||
Maximum | Casper Terminal | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 45 years | ||
Property plant and equipment, hold factor (as a percent) | 20% |
LEASES - Cost (Details)
LEASES - Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Weighted-average discount rate | 4.10% | ||
Weighted average remaining lease term in years | 5 years 25 days | ||
Operating lease cost | $ 4,997 | $ 6,018 | $ 5,940 |
Short term lease cost | 412 | 138 | 180 |
Variable lease cost | 47 | 54 | 16 |
Sublease income | (4,528) | (5,395) | (5,372) |
Total | $ 928 | $ 815 | $ 764 |
LEASES - Future Payments (Detai
LEASES - Future Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 746 |
2024 | 114 |
2025 | 114 |
2026 | 117 |
2027 | 121 |
Thereafter | 384 |
Total lease payments | 1,596 |
Less: imputed interest | (208) |
Present value of lease liabilities | $ 1,388 |
LEASES - Lease Income Informati
LEASES - Lease Income Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lease income | $ 9,306 | $ 8,560 | $ 9,295 |
Weighted average remaining lease term in years | 3 years 5 months 26 days | 3 years 5 months 26 days | 3 years 5 months 26 days |
Terminalling services | |||
Lessee, Lease, Description [Line Items] | |||
Lease income | $ 6,300 | $ 4,600 | $ 5,300 |
LEASES - Future Lease Income (D
LEASES - Future Lease Income (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 4,496 |
2024 | 2,785 |
2025 | 2,777 |
2026 | 2,542 |
Total | $ 12,600 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) bbl / d in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) bbl / d | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
Goodwill, Assumptions used to determine impairment | ||||
Weighted average cost of capital percentage | 12% | |||
Debt capital structure percentage | 65% | |||
Equity capital structure percentage | 35% | |||
Income analysis weight percentage | 0.50 | |||
Market analysis weight percentage | 25% | |||
Transaction analysis weight percentage | 25% | |||
Goodwill impairment loss | [1],[2] | $ 0 | $ 0 | $ 33,589,000 |
Goodwill | $ 0 | $ 0 | ||
Expected amortization of intangible assets | ||||
Estimated useful life | 10 years | 10 years | ||
Impairment of intangible and long-lived assets | [1],[2] | $ 71,612,000 | $ 0 | 0 |
Intangible assets, net | [3] | 3,526,000 | 48,886,000 | |
Amortization of intangible assets | 9,800,000 | $ 12,600,000 | $ 12,600,000 | |
Amortization expense 2022 | 1,200,000 | |||
Amortization expense 2023 | 1,200,000 | |||
Amortization expense 2024 | 1,100,000 | |||
Terminalling services | ||||
Expected amortization of intangible assets | ||||
Impairment of intangible and long-lived assets | $ 35,600,000 | |||
Minimum | ||||
Goodwill, Assumptions used to determine impairment | ||||
EBITDA for public companies | 0.0725 | |||
EBITDA for sales and purchases | 0.08 | |||
Incremental volumes expected for terminalling and storage services | bbl / d | 4 | |||
Maximum | ||||
Goodwill, Assumptions used to determine impairment | ||||
EBITDA for public companies | 0.0825 | |||
EBITDA for sales and purchases | 0.09 | |||
Incremental volumes expected for terminalling and storage services | bbl / d | 25 | |||
[1]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Carrying amount: | |||
Total carrying amount | $ 3,832 | $ 126,066 | |
Accumulated amortization: | |||
Total accumulated amortization | (306) | (77,180) | |
Total intangible assets, net | [1] | 3,526 | 48,886 |
Customer service agreements | |||
Carrying amount: | |||
Total carrying amount | 3,832 | 125,960 | |
Accumulated amortization: | |||
Total accumulated amortization | (306) | (77,115) | |
Other | |||
Carrying amount: | |||
Total carrying amount | 0 | 106 | |
Accumulated amortization: | |||
Total accumulated amortization | $ 0 | $ (65) | |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 12 Months Ended | |||||
Oct. 29, 2021 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | Oct. 17, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2020 USD ($) | |
Interest swap | ||||||
Line of Credit Facility [Line Items] | ||||||
Notional | $ 175,000,000 | $ 175,000,000 | $ 150,000,000 | |||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.375% | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.50% | |||||
Credit Facility | Secured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Period of extension of maturity date | 1 year | |||||
Maximum borrowing capacity | $ 275,000,000 | |||||
Minimum interest coverage ratio | 2.50 | |||||
Maximum leverage ratio | 4.50 | |||||
Maximum alternative leverage ratio | 5 | |||||
Temporary adjustment of leverage ratio | 5 | |||||
Temporary alternative adjustment of leverage ratio | 5.50 | |||||
Credit Facility | Secured Debt | Before or After Material Acquisition | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum consolidated senior secured leverage ratio | 3.50 | |||||
Credit Facility | Secured Debt | Period of material acquisition | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum consolidated senior secured leverage ratio | 4 | |||||
Credit Facility | Secured Debt | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity with accordion feature | $ 390,000,000 | |||||
Maximum borrowing capacity | $ 275,000,000 | $ 275,000,000 | ||||
Commitment fee percentage | 0.50% | |||||
Interest rate during period | 6.92% | 2.39% | ||||
Credit Facility | Secured Debt | Revolving Credit Facility | Minimum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1% | |||||
Credit Facility | Secured Debt | Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2% | |||||
Credit Facility | Secured Debt | Revolving Credit Facility | Maximum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2% | |||||
Credit Facility | Secured Debt | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3% | |||||
Credit Facility | Secured Debt | Standby Letters of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 20,000,000 | |||||
Credit Facility | Secured Debt | Swingline Sub-facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 20,000,000 | |||||
Credit Facility | Unsecured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Credit Facility | Notes Payable to Banks | Construction Loans | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 16,100,000 | |||||
Debt instrument, interest rate (in percentage) | 3.25% |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Less: Long-term debt, current portion | [1] | $ (214,092) | $ (4,251) |
Total long-term debt, net | 0 | 167,370 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Less: Long-term debt, current portion | (214,092) | (4,251) | |
Secured Debt | Credit Facility | |||
Debt Instrument [Line Items] | |||
Less: Deferred financing costs, net | (908) | (2,080) | |
Construction Loans | Notes Payable to Banks | Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit Agreement | 0 | 5,701 | |
Revolving Credit Facility | Secured Debt | Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit Agreement | $ 215,000 | $ 168,000 | |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
DEBT - Capacity on Credit Facil
DEBT - Capacity on Credit Facility (Details) - Secured Debt - Credit Facility | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Aggregate borrowing capacity under the Credit Agreement | $ 275,000,000 | $ 275,000,000 | ||
Borrowing capacity limit multiple of EBITDA | 5 | 5 | 4.5 | |
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate borrowing capacity under the Credit Agreement | $ 275,000,000 | $ 275,000,000 | $ 275,000,000 | |
Less: Amounts outstanding under the Credit Agreement | 215,000,000 | 215,000,000 | 168,000,000 | |
Available under Credit Agreement based on capacity | 60,000,000 | 60,000,000 | 107,000,000 | |
Available under the Credit Agreement based on covenants | 53,000,000 | 53,000,000 | 80,000,000 | |
Covenants | ||||
Line of Credit Facility [Line Items] | ||||
Available under the Credit Agreement based on covenants | $ 53,000,000 | $ 53,000,000 | $ 80,000,000 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Debt Disclosure [Abstract] | ||||
Interest expense on Credit Agreement | $ 9,500 | $ 5,758 | $ 8,979 | |
Amortization of deferred financing costs | 1,170 | 1,232 | 1,109 | |
Total interest expense | [1] | $ 10,670 | $ 6,990 | $ 10,088 |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control |
COLLABORATIVE ARRANGEMENT (Deta
COLLABORATIVE ARRANGEMENT (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Pipeline fees | $ 28,100,000 | $ 54,200,000 | $ 42,900,000 | |
Other current liabilities | [1] | 7,907,000 | 9,012,000 | |
Facilities agreement with Gibson | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Prepaid expenses | 2,000,000 | 2,400,000 | ||
Other noncurrent assets | $ 1,400,000 | $ 3,200,000 | ||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
TRANSACTIONS WITH RELATED PAR_3
TRANSACTIONS WITH RELATED PARTIES - Nature of Relationship (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Common Units | Limited Partner | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | [1] | 33,381,187 | 27,268,878 | 26,844,715 | 24,411,892 |
Common Units | Limited Partner | USDG | |||||
Related Party Transaction [Line Items] | |||||
Units pledged as collateral (in shares) | 10,000,000 | ||||
USDG | Limited Partner | |||||
Related Party Transaction [Line Items] | |||||
Limited partner interest | 51.90% | ||||
USDG | Common Units | |||||
Related Party Transaction [Line Items] | |||||
Partners' capital account (in shares) | 17,308,226 | ||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
TRANSACTIONS WITH RELATED PAR_4
TRANSACTIONS WITH RELATED PARTIES - Omnibus Agreement and Right of First Offer (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Oct. 31, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Selling, general & administrative - related party | $ 25,785 | $ 70,692 | $ 48,370 | ||
Limited Partner | |||||
Related Party Transaction [Line Items] | |||||
Related party, fixed annual fee | 3,700 | 3,300 | 3,300 | ||
Limited Partner | USD Group LLC | Omnibus Agreement | |||||
Related Party Transaction [Line Items] | |||||
Selling, general & administrative - related party | $ 9,100 | 6,800 | $ 7,400 | ||
Right of first offer, term | 7 years | ||||
Right of first offer, extension term | 5 years | ||||
Notification period for sale of assets | 60 days | ||||
Good faith negotiation period | 60 days | ||||
Period for transfer of assets to third party buyer, after good faith negotiation | 180 days | ||||
Limited Partner | USDG | Omnibus Agreement | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable - related party | $ 800 | $ 1,400 |
TRANSACTIONS WITH RELATED PAR_5
TRANSACTIONS WITH RELATED PARTIES - USD Services Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Hardisty South Entities | USD Services Agreement | Related party | |||
Related Party Transaction [Line Items] | |||
Operating and maintenance | $ 52.2 | $ 3.2 | $ 28.8 |
TRANSACTIONS WITH RELATED PAR_6
TRANSACTIONS WITH RELATED PARTIES - Indemnification (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Related Party Transactions [Abstract] | |
Aggregate deductible | $ 500,000 |
TRANSACTIONS WITH RELATED PAR_7
TRANSACTIONS WITH RELATED PARTIES - Marketing Services Agreement - West Colton Terminal (Details) | 1 Months Ended |
Jun. 30, 2021 | |
USDCF | Marketing Services Agreement | Subsidiaries | |
Related Party Transaction [Line Items] | |
Related party transaction, agreement term | 5 years |
TRANSACTIONS WITH RELATED PAR_8
TRANSACTIONS WITH RELATED PARTIES - Contribution Agreement (Details) - Hardisty South Terminal - USD ($) $ in Millions | Apr. 06, 2022 | Apr. 01, 2022 |
Related Party Transaction [Line Items] | ||
Percentage of business acquired | 100% | |
Cash consideration | $ 75 | |
Number of common units acquired (in shares) | 5,751,136 |
TRANSACTIONS WITH RELATED PAR_9
TRANSACTIONS WITH RELATED PARTIES - Related Party Revenue and Deferred Revenue (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 railcar | Jun. 30, 2020 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||
Percentage of control of terminal capacity | 25% | ||||
Subsidiaries | USDM | Marketing Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Number of railcars leased | railcar | 200 | ||||
Related party | USD Marketing | |||||
Related Party Transaction [Line Items] | |||||
Related party sales | $ 6,722 | $ 7,598 | $ 14,942 | ||
Related party | USD Marketing | Terminalling services | |||||
Related Party Transaction [Line Items] | |||||
Related party sales | 2,666 | 2,753 | 10,031 | ||
Related party | USD Marketing | Fleet leases — related party | |||||
Related Party Transaction [Line Items] | |||||
Related party sales | 3,037 | 3,935 | 3,935 | ||
Related party | USD Marketing | Fleet services — related party | |||||
Related Party Transaction [Line Items] | |||||
Related party sales | 986 | 910 | 910 | ||
Related party | USD Marketing | Freight and other reimbursables | |||||
Related Party Transaction [Line Items] | |||||
Related party sales | $ 33 | $ 0 | $ 66 |
TRANSACTIONS WITH RELATED PA_10
TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Other current liabilities — related party | [1] | $ 11 | $ 64 |
Terminalling and Fleets Services Agreement | |||
Related Party Transaction [Line Items] | |||
Other current liabilities — related party | 11 | 64 | |
Customer prepayments, current portion | Terminalling and Fleets Services Agreement | |||
Related Party Transaction [Line Items] | |||
Deferred revenue — related party | 128 | 0 | |
USD Marketing | Lease revenues | Terminalling and Fleets Services Agreement | |||
Related Party Transaction [Line Items] | |||
Accounts receivable — related party | 409 | 2,051 | |
Accounts payable and accrued expenses — related party | $ 0 | 12,707 | |
USD Marketing | Lease revenues | Terminalling and Fleets Services Agreement | Hardisty South Entities | |||
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses — related party | $ 12,600 | ||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
TRANSACTIONS WITH RELATED PA_11
TRANSACTIONS WITH RELATED PARTIES - Cash Distributions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||||||||
Nov. 14, 2022 | Aug. 12, 2022 | May 13, 2022 | Feb. 18, 2022 | Nov. 12, 2021 | Aug. 13, 2021 | May 14, 2021 | Feb. 19, 2021 | Nov. 13, 2020 | Aug. 14, 2020 | May 15, 2020 | Feb. 19, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
USDG | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Amount Paid to USDG | $ 2,138 | $ 2,138 | $ 1,484 | $ 1,398 | $ 1,370 | $ 1,341 | $ 1,312 | $ 1,283 | $ 1,283 | $ 1,283 | $ 1,283 | $ 4,276 | $ 7,158 | $ 5,306 | $ 8,125 |
USD Partners GP LLC | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Amount Paid to USD Partners GP LLC | $ 0 | $ 0 | $ 0 | $ 56 | $ 55 | $ 53 | $ 52 | $ 51 | $ 51 | $ 51 | $ 51 | $ 372 | $ 56 | $ 211 | $ 525 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Additional default term in effect, after the Initial term of the agreement | 1 year | ||
Subcontracted rail services | $ 13.6 | $ 17.8 | $ 14.5 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Rail Service Agreements (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 11,676 |
2024 | 11,356 |
2025 | 4,791 |
Total | $ 27,823 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT REPORTING - Reportable
SEGMENT REPORTING - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||||
Revenues | |||||||||||||||||
Fleet leases — related party | $ 9,306 | $ 8,560 | $ 9,295 | ||||||||||||||
Total revenues | $ 20,649 | $ 21,479 | $ 33,741 | $ 35,786 | $ 33,897 | $ 35,448 | $ 91,513 | $ 43,627 | 111,655 | [1] | 204,485 | [1] | 170,082 | [1] | |||
Operating costs | |||||||||||||||||
Operating and maintenance | 12,076 | 11,982 | 12,885 | ||||||||||||||
Selling, general and administrative | 25,785 | 70,692 | 48,370 | ||||||||||||||
Impairment of intangible and long-lived assets | [1],[2] | 71,612 | 0 | 0 | |||||||||||||
Goodwill impairment loss | [1],[2] | 0 | 0 | 33,589 | |||||||||||||
Depreciation and amortization | [1],[2] | 19,643 | 23,167 | 22,480 | |||||||||||||
Total operating costs | 18,076 | 93,940 | 28,533 | 30,791 | 29,119 | 29,829 | 82,363 | 37,289 | 171,340 | [1] | 178,600 | [1] | 175,694 | [1] | |||
Operating income (loss) | 2,573 | (72,461) | 5,208 | 4,995 | 4,778 | 5,619 | 9,150 | 6,338 | (59,685) | [1] | 25,885 | [1] | (5,612) | [1] | |||
Interest expense | [1] | 10,670 | 6,990 | 10,088 | |||||||||||||
Gain associated with derivative instruments | [1] | (12,327) | (4,129) | 3,896 | |||||||||||||
Foreign currency transaction loss (gain) | [1] | 2,055 | (707) | 170 | |||||||||||||
Other income, net | [1] | (90) | (31) | (793) | |||||||||||||
Provision for (benefit from) income taxes | [1] | 1,293 | 933 | 337 | |||||||||||||
Net income (loss) | (3,211) | $ (69,353) | $ 3,805 | $ 7,473 | 4,286 | $ 4,133 | $ 6,886 | $ 7,524 | (61,286) | [1],[2],[3] | 22,829 | [1],[2],[3] | (19,310) | [1],[2],[3] | |||
Total assets | 126,776 | [4] | 247,016 | [4] | 126,776 | [4] | 247,016 | [4] | 275,679 | ||||||||
Capital expenditures | 75,468 | 5,187 | 3,194 | ||||||||||||||
Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Fleet leases — related party | 3,037 | 3,935 | 3,935 | ||||||||||||||
Terminalling services | |||||||||||||||||
Operating costs | |||||||||||||||||
Impairment of intangible and long-lived assets | 35,600 | ||||||||||||||||
Operating Segments | Terminalling services | |||||||||||||||||
Revenues | |||||||||||||||||
Total revenues | 107,632 | 199,475 | 164,867 | ||||||||||||||
Operating costs | |||||||||||||||||
Operating and maintenance | 8,830 | 8,006 | 8,789 | ||||||||||||||
Selling, general and administrative | 9,559 | 57,838 | 35,880 | ||||||||||||||
Impairment of intangible and long-lived assets | 71,612 | 0 | 0 | ||||||||||||||
Goodwill impairment loss | 0 | 0 | 33,589 | ||||||||||||||
Depreciation and amortization | 19,643 | 23,167 | 22,480 | ||||||||||||||
Total operating costs | 151,868 | 161,629 | 158,941 | ||||||||||||||
Operating income (loss) | (44,236) | 37,846 | 5,926 | ||||||||||||||
Interest expense | 124 | 499 | 1,156 | ||||||||||||||
Gain associated with derivative instruments | 0 | 0 | 0 | ||||||||||||||
Foreign currency transaction loss (gain) | 1,916 | (730) | 91 | ||||||||||||||
Other income, net | (78) | (29) | (781) | ||||||||||||||
Provision for (benefit from) income taxes | 1,265 | 862 | 831 | ||||||||||||||
Net income (loss) | (47,463) | 37,244 | 4,629 | ||||||||||||||
Total assets | 122,491 | 238,675 | 122,491 | 238,675 | 266,345 | ||||||||||||
Capital expenditures | 75,468 | 5,187 | 3,194 | ||||||||||||||
Operating Segments | Terminalling services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Fleet leases — related party | 0 | 0 | 0 | ||||||||||||||
Operating Segments | Fleet services | |||||||||||||||||
Revenues | |||||||||||||||||
Total revenues | 4,023 | 5,010 | 5,215 | ||||||||||||||
Operating costs | |||||||||||||||||
Operating and maintenance | 3,246 | 3,976 | 4,096 | ||||||||||||||
Selling, general and administrative | 115 | 296 | 879 | ||||||||||||||
Impairment of intangible and long-lived assets | 0 | 0 | 0 | ||||||||||||||
Goodwill impairment loss | 0 | 0 | 0 | ||||||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||||||||
Total operating costs | 3,361 | 4,413 | 5,142 | ||||||||||||||
Operating income (loss) | 662 | 597 | 73 | ||||||||||||||
Interest expense | 0 | 0 | 0 | ||||||||||||||
Gain associated with derivative instruments | 0 | 0 | 0 | ||||||||||||||
Foreign currency transaction loss (gain) | (14) | (2) | 1 | ||||||||||||||
Other income, net | (3) | 0 | (7) | ||||||||||||||
Provision for (benefit from) income taxes | 28 | 71 | (494) | ||||||||||||||
Net income (loss) | 651 | 528 | 573 | ||||||||||||||
Total assets | 1,111 | 4,958 | 1,111 | 4,958 | 8,668 | ||||||||||||
Capital expenditures | 0 | 0 | 0 | ||||||||||||||
Operating Segments | Fleet services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Fleet leases — related party | 3,037 | 3,935 | 3,935 | ||||||||||||||
Corporate | |||||||||||||||||
Revenues | |||||||||||||||||
Total revenues | 0 | 0 | 0 | ||||||||||||||
Operating costs | |||||||||||||||||
Operating and maintenance | 0 | 0 | 0 | ||||||||||||||
Selling, general and administrative | 16,111 | 12,558 | 11,611 | ||||||||||||||
Impairment of intangible and long-lived assets | 0 | 0 | 0 | ||||||||||||||
Goodwill impairment loss | 0 | 0 | 0 | ||||||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||||||||
Total operating costs | 16,111 | 12,558 | 11,611 | ||||||||||||||
Operating income (loss) | (16,111) | (12,558) | (11,611) | ||||||||||||||
Interest expense | 10,546 | 6,491 | 8,932 | ||||||||||||||
Gain associated with derivative instruments | (12,327) | (4,129) | 3,896 | ||||||||||||||
Foreign currency transaction loss (gain) | 153 | 25 | 78 | ||||||||||||||
Other income, net | (9) | (2) | (5) | ||||||||||||||
Provision for (benefit from) income taxes | 0 | 0 | 0 | ||||||||||||||
Net income (loss) | (14,474) | (14,943) | (24,512) | ||||||||||||||
Total assets | $ 3,174 | $ 3,383 | 3,174 | 3,383 | 666 | ||||||||||||
Capital expenditures | 0 | 0 | 0 | ||||||||||||||
Corporate | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Fleet leases — related party | 0 | 0 | 0 | ||||||||||||||
Terminalling services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | [1] | 104,409 | 196,180 | 154,041 | |||||||||||||
Fleet leases — related party | 6,300 | 4,600 | 5,300 | ||||||||||||||
Terminalling services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | [1] | 2,666 | 2,753 | 10,031 | |||||||||||||
Terminalling services | Operating Segments | Terminalling services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 104,409 | 196,180 | 154,041 | ||||||||||||||
Terminalling services | Operating Segments | Terminalling services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 2,666 | 2,753 | 10,031 | ||||||||||||||
Terminalling services | Operating Segments | Fleet services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Terminalling services | Operating Segments | Fleet services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Terminalling services | Corporate | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Terminalling services | Corporate | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Fleet Services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | [1] | 0 | 24 | 203 | |||||||||||||
Fleet Services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | [1] | 986 | 910 | 910 | |||||||||||||
Fleet Services | Operating Segments | Terminalling services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Fleet Services | Operating Segments | Terminalling services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Fleet Services | Operating Segments | Fleet services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 24 | 203 | ||||||||||||||
Fleet Services | Operating Segments | Fleet services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 986 | 910 | 910 | ||||||||||||||
Fleet Services | Corporate | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Fleet Services | Corporate | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Freight and other reimbursables | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | [1] | 524 | 683 | 896 | |||||||||||||
Operating costs | |||||||||||||||||
Operating costs | [1] | 557 | 683 | 962 | |||||||||||||
Freight and other reimbursables | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | [1] | 33 | 0 | 66 | |||||||||||||
Freight and other reimbursables | Operating Segments | Terminalling services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 524 | 542 | 795 | ||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 557 | 542 | 795 | ||||||||||||||
Freight and other reimbursables | Operating Segments | Terminalling services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 33 | 0 | 0 | ||||||||||||||
Freight and other reimbursables | Operating Segments | Fleet services | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 141 | 101 | ||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 0 | 141 | 167 | ||||||||||||||
Freight and other reimbursables | Operating Segments | Fleet services | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 66 | ||||||||||||||
Freight and other reimbursables | Corporate | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 0 | 0 | 0 | ||||||||||||||
Freight and other reimbursables | Corporate | Related party | |||||||||||||||||
Revenues | |||||||||||||||||
Revenues | 0 | 0 | 0 | ||||||||||||||
Subcontracted rail services | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | [1] | 13,583 | 17,828 | 14,539 | |||||||||||||
Subcontracted rail services | Operating Segments | Terminalling services | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 13,583 | 17,828 | 14,539 | ||||||||||||||
Subcontracted rail services | Operating Segments | Fleet services | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 0 | 0 | 0 | ||||||||||||||
Subcontracted rail services | Corporate | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 0 | 0 | 0 | ||||||||||||||
Pipeline fees | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | [1] | 28,084 | 54,248 | 42,869 | |||||||||||||
Pipeline fees | Operating Segments | Terminalling services | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 28,084 | 54,248 | 42,869 | ||||||||||||||
Pipeline fees | Operating Segments | Fleet services | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | 0 | 0 | 0 | ||||||||||||||
Pipeline fees | Corporate | |||||||||||||||||
Operating costs | |||||||||||||||||
Operating costs | $ 0 | $ 0 | $ 0 | ||||||||||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control[2]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net income (loss) | $ (3,211) | $ (69,353) | $ 3,805 | $ 7,473 | $ 4,286 | $ 4,133 | $ 6,886 | $ 7,524 | $ (61,286) | [1],[2],[3] | $ 22,829 | [1],[2],[3] | $ (19,310) | [1],[2],[3] | |
Depreciation and amortization | [1],[3] | 19,643 | 23,167 | 22,480 | |||||||||||
Provision for income taxes | [3] | 1,293 | 933 | 337 | |||||||||||
Foreign currency transaction loss (gain) | [3] | 2,055 | (707) | 170 | |||||||||||
Loss associated with disposal of assets | [1] | 3 | 11 | 0 | |||||||||||
Goodwill impairment loss | [1],[3] | 0 | 0 | 33,589 | |||||||||||
Terminalling services | Operating Segments | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net income (loss) | (47,463) | 37,244 | 4,629 | ||||||||||||
Interest income, net | 70 | 497 | 1,129 | ||||||||||||
Depreciation and amortization | 19,643 | 23,167 | 22,480 | ||||||||||||
Provision for income taxes | 1,265 | 862 | 831 | ||||||||||||
Foreign currency transaction loss (gain) | 1,916 | (730) | 91 | ||||||||||||
Loss associated with disposal of assets | 3 | 11 | 0 | ||||||||||||
Impairment of intangible and long-lived assets | 71,612 | 0 | 0 | ||||||||||||
Goodwill impairment loss | 0 | 0 | 33,589 | ||||||||||||
Non-cash deferred amounts | (4,878) | 2,960 | 3,954 | ||||||||||||
Segment Adjusted EBITDA attributable to Hardisty South entities prior to acquisition | (258) | (1,529) | (5,240) | ||||||||||||
Segment Adjusted EBITDA | 41,910 | 62,482 | 61,463 | ||||||||||||
Fleet services | Operating Segments | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Net income (loss) | 651 | 528 | 573 | ||||||||||||
Interest income, net | (3) | 0 | (7) | ||||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||||||
Provision for income taxes | 28 | 71 | (494) | ||||||||||||
Foreign currency transaction loss (gain) | (14) | (2) | 1 | ||||||||||||
Goodwill impairment loss | 0 | 0 | 0 | ||||||||||||
Segment Adjusted EBITDA | $ 662 | $ 597 | $ 73 | ||||||||||||
[1]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
SEGMENT REPORTING - Revenue and
SEGMENT REPORTING - Revenue and Assets by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 20,649 | $ 21,479 | $ 33,741 | $ 35,786 | $ 33,897 | $ 35,448 | $ 91,513 | $ 43,627 | $ 111,655 | [1] | $ 204,485 | [1] | $ 170,082 | [1] | |
Long-lived assets | [2] | 106,894 | 157,854 | 106,894 | 157,854 | ||||||||||
Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Long-lived assets | 106,894 | 157,854 | 106,894 | 157,854 | |||||||||||
Third party | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 104,933 | 196,887 | 155,140 | ||||||||||||
Related party | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 6,722 | 7,598 | 14,942 | ||||||||||||
U.S. | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Long-lived assets | 46,236 | 86,709 | 46,236 | 86,709 | |||||||||||
U.S. | Third party | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 18,433 | 31,597 | 30,838 | ||||||||||||
U.S. | Related party | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 6,722 | 7,598 | 9,051 | ||||||||||||
Canada | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Long-lived assets | $ 60,658 | $ 71,145 | 60,658 | 71,145 | |||||||||||
Canada | Third party | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | 86,500 | 165,290 | 124,302 | ||||||||||||
Canada | Related party | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues | $ 0 | $ 0 | $ 5,891 | ||||||||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control[2]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating Loss Carryforwards [Line Items] | ||||
Income (loss) before income taxes | [1] | $ (59,993,000) | $ 23,762,000 | $ (18,973,000) |
Current income tax benefit | 536,000 | |||
Deferred tax expense | $ 46,000 | |||
Benefit from income taxes percentage | (2.00%) | 4% | (2.00%) | |
Unrecognized tax benefits | $ 0 | $ 0 | ||
U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 0 | |||
Canada | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 1,300,000 | 5,200,000 | ||
Operating loss carryforwards, not subject to expiration | 300,000 | |||
Operating loss carryforwards, subject to expiration | 1,000,000 | |||
Canada Revenue Agency | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal and provincial income tax rate percentage | 24% | |||
Subsidiaries | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income (loss) before income taxes | $ 500,000 | $ 200,000 | $ (200,000) | |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income (Loss) before Income Taxes and Reconciliation Between Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | ||||
Domestic | $ (62,321) | $ 19,749 | $ (20,882) | |
Foreign | 2,328 | 4,013 | 1,909 | |
Income before income taxes | [1] | (59,993) | 23,762 | (18,973) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income tax expense (benefit) at the U.S. federal statutory rate | (12,599) | 4,990 | (3,984) | |
Amount attributable to partnership not subject to income tax | 13,226 | (3,971) | 4,446 | |
Foreign income tax rate differential | 87 | (70) | 288 | |
Tax incentives | 0 | 0 | (471) | |
Other | 155 | (50) | 40 | |
Change in valuation allowance | 424 | 34 | 18 | |
Provision for income taxes | [1] | $ 1,293 | $ 933 | $ 337 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Income tax expense (benefit) at the U.S. federal statutory rate | 21% | 21% | 21% | |
Amount attributable to partnership not subject to income tax | (22.00%) | (17.00%) | (23.00%) | |
Foreign income tax rate differential | 0% | 0% | (2.00%) | |
Tax incentives | 0% | 0% | 2% | |
Other | 0% | 0% | 0% | |
Change in valuation allowance | (1.00%) | 0% | 0% | |
Provision for income taxes | (2.00%) | 4% | (2.00%) | |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax and Effective Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Current income tax expense | ||||
U.S. federal income tax expense (benefit) | $ 105 | $ 8 | $ (536) | |
Canadian federal and provincial income tax expense | 1,098 | 1,003 | 1,625 | |
Total current income tax expense | 1,203 | 1,011 | 1,089 | |
Deferred income tax expense (benefit) | ||||
U.S. federal income tax expense (benefit) | (78) | 63 | 39 | |
Canadian federal and provincial income tax expense (benefit) | 168 | (141) | (791) | |
Total change in deferred income tax expense (benefit) | [1] | 90 | (78) | (752) |
Provision for income taxes | [2] | $ 1,293 | $ 933 | $ 337 |
[1]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets | ||
Other assets | $ 28 | $ 22 |
Property and equipment | 1,309 | 1,015 |
Land | 350 | |
Capital loss carryforwards | 481 | |
Deferred income tax liabilities | ||
Prepaid expenses | (25) | (102) |
Property and equipment | (879) | (899) |
Other liabilities | (20) | |
Valuation allowance | (808) | (428) |
Deferred income tax liability | (25) | |
Deferred income tax asset | 69 | |
U.S. | ||
Deferred income tax assets | ||
Other assets | 0 | 0 |
Property and equipment | 0 | 0 |
Land | 0 | |
Capital loss carryforwards | 0 | |
Deferred income tax liabilities | ||
Prepaid expenses | (25) | (102) |
Property and equipment | 0 | 0 |
Other liabilities | 0 | |
Valuation allowance | 0 | (1) |
Deferred income tax liability | (25) | (103) |
Foreign | ||
Deferred income tax assets | ||
Other assets | 28 | 22 |
Property and equipment | 1,309 | 1,015 |
Land | 350 | |
Capital loss carryforwards | 481 | |
Deferred income tax liabilities | ||
Prepaid expenses | 0 | 0 |
Property and equipment | (879) | (899) |
Other liabilities | (20) | |
Valuation allowance | (808) | (427) |
Deferred income tax liability | $ 0 | |
Deferred income tax asset | $ 172 |
MAJOR CUSTOMERS AND CONCENTRA_3
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | [1] | |||
Concentration Risk [Line Items] | ||||||||||||||
Revenues | $ 20,649 | $ 21,479 | $ 33,741 | $ 35,786 | $ 33,897 | $ 35,448 | $ 91,513 | $ 43,627 | $ 111,655 | [1] | $ 204,485 | [1] | $ 170,082 | |
Customer Concentration Risk | Customer Revenues | Customer A | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Revenues | $ 35,181 | $ 50,643 | ||||||||||||
Concentration risk percentage | 32% | 25% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer A | Percentage of Customer Revenues in Terminalling Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 100% | 100% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer A | Percentage of Customer Revenues in Fleet Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 0% | 0% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer B | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Revenues | $ 22,052 | $ 22,876 | ||||||||||||
Concentration risk percentage | 20% | 11% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer B | Percentage of Customer Revenues in Terminalling Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 100% | 100% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer B | Percentage of Customer Revenues in Fleet Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 0% | 0% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer C | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Revenues | $ 14,164 | $ 14,710 | ||||||||||||
Concentration risk percentage | 13% | 7% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer C | Percentage of Customer Revenues in Terminalling Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 100% | 100% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer C | Percentage of Customer Revenues in Fleet Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 0% | 0% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer D | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Revenues | $ 13,618 | $ 14,914 | ||||||||||||
Concentration risk percentage | 12% | 7% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer D | Percentage of Customer Revenues in Terminalling Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 100% | 100% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer D | Percentage of Customer Revenues in Fleet Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 0% | 0% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer E | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Revenues | $ 0 | $ 59,625 | ||||||||||||
Concentration risk percentage | 0% | 29% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer E | Percentage of Customer Revenues in Terminalling Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 0% | 100% | ||||||||||||
Customer Concentration Risk | Customer Revenues | Customer E | Percentage of Customer Revenues in Fleet Services Segment | ||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||
Concentration risk percentage | 0% | 0% | ||||||||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 1 Months Ended | |||||||
Oct. 17, 2022 | Oct. 12, 2022 | Aug. 17, 2022 | Jul. 27, 2022 | Apr. 30, 2022 | Sep. 30, 2020 | Nov. 30, 2017 | Oct. 31, 2022 | |
Interest rate collar | ||||||||
Derivative [Line Items] | ||||||||
Derivative, term of contract | 5 years | |||||||
Notional | $ 100,000,000 | |||||||
Derivative, floor interest rate | 1.70% | |||||||
Derivative, cap interest rate | 2.50% | |||||||
Interest swap | ||||||||
Derivative [Line Items] | ||||||||
Derivative, term of contract | 5 years | 5 years | ||||||
Notional | $ 175,000,000 | $ 150,000,000 | $ 175,000,000 | |||||
Derivative interest rate | 3.956% | 2.686% | 0.0084% | |||||
Derivative asset notional amount | $ 9,200,000 | |||||||
Proceeds from terminated and settled interest rate swap | $ 9,000,000 | $ 7,700,000 | ||||||
Term of senior secured credit agreement (in years) | 5 years | |||||||
Interest Rate Swap Maturing July 2027 | ||||||||
Derivative [Line Items] | ||||||||
Derivative, term of contract | 5 years | |||||||
Notional | $ 175,000,000 | |||||||
Derivative interest rate | 0.0157% |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Fair Value | $ (2,139) | $ 1,412 |
Other current assets | ||
Derivative [Line Items] | ||
Fair Value | 1,448 | 0 |
Other non-current assets | ||
Derivative [Line Items] | ||
Fair Value | 0 | 1,995 |
Other current liabilities | ||
Derivative [Line Items] | ||
Fair Value | 0 | (583) |
Other non-current liabilities | ||
Derivative [Line Items] | ||
Fair Value | $ (3,587) | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Loss (Gain) on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Loss (gain) associated with derivative instruments | [1] | $ (12,327) | $ (4,129) | $ 3,896 |
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Interest Rate Contract (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Fair Value | $ (2,139,000) | $ 1,412,000 |
Swap terminated in April 2022 | ||
Derivative [Line Items] | ||
Notional | $ 150,000,000 | |
Interest Rate Parameters | 0.84% | |
Fair Value | $ 0 | 1,412,000 |
Swap maturing October 2027 | ||
Derivative [Line Items] | ||
Notional | $ 175,000,000 | |
Interest Rate Parameters | 3.956% | |
Fair Value | $ 2,139,000 | $ 0 |
PARTNERS' CAPITAL (Details)
PARTNERS' CAPITAL (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
Feb. 29, 2020 shares | Feb. 28, 2020 shares | Dec. 31, 2022 $ / shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Sep. 30, 2021 $ / shares | Jun. 30, 2021 $ / shares | Mar. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | Sep. 30, 2020 $ / shares | Jun. 30, 2020 $ / shares | Mar. 31, 2020 $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | ||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ / shares | $ 1.15 | |||||||||||||||||
Targeted quarterly distribution (in dollars per share) | $ / shares | $ 0.2875 | |||||||||||||||||
Distributions for the period (in dollars per share) | $ / shares | $ 0.1235 | $ 0.1235 | $ 0.1235 | $ 0.1235 | $ 0.121 | $ 0.1185 | $ 0.116 | $ 0.1135 | $ 0.111 | $ 0.111 | $ 0.111 | $ 0.111 | ||||||
Phantom Share Units (PSUs) | Long-Term Incentive Plan | ||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||
Limited Partner | First vesting tranche | Phantom Share Units (PSUs) | Long-Term Incentive Plan | ||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||
Vested in period (in shares) | 548,294 | |||||||||||||||||
Shares paid for tax withholding for share based compensation (in shares) | (187,121) | |||||||||||||||||
Subordinated Units | Limited Partner | ||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||
Conversion of units (in shares) | [1] | 0 | 0 | (2,092,709) | ||||||||||||||
Subordinated Units | Limited Partner | First vesting tranche | ||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||
Tranche percentage of units | 20% | |||||||||||||||||
Conversion of units (in shares) | 2,092,709 | 2,092,709 | ||||||||||||||||
Common Units | Limited Partner | ||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||
Conversion of units (in shares) | [1] | 0 | 2,092,709 | |||||||||||||||
Common Units | Limited Partner | First vesting tranche | Long-Term Incentive Plan | ||||||||||||||||||
Limited Partners' Capital Account [Line Items] | ||||||||||||||||||
Conversion of units (in shares) | 361,173 | |||||||||||||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
UNIT BASED COMPENSATION - Long-
UNIT BASED COMPENSATION - Long-term Incentive Plan (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Feb. 16, 2021 USD ($) | Feb. 16, 2020 USD ($) | Feb. 16, 2019 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 14, 2022 shares | |
Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Total | $ | $ 720 | $ 688 | $ 990 | ||||
Long-Term Incentive Plan | Common units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common share equivalents upon Phantom Units vesting (in shares) | 1 | ||||||
Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Phantom Share Units (PSUs) | Long-Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common units authorized for issuance (in shares) | 7,154,167 | ||||||
Number of additional shares authorized (in shares) | 625,732 | 669,043 | 694,140 | ||||
Common units which remain available for issuance (in shares) | 3,689,558 | ||||||
Conversion ratio | 1 | ||||||
Equity Classified | Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Beginning of period (in dollars per shares) | $ / shares | $ 8.21 | $ 10.98 | $ 11.34 | ||||
Granted (in dollars per shares) | $ / shares | 5.85 | 4.82 | 10.15 | ||||
Vested (in dollars per shares) | $ / shares | 9 | 11.05 | 10.84 | ||||
Forfeited (in dollars per shares) | $ / shares | 6.21 | 7.82 | 11.06 | ||||
End of period (in dollars per shares) | $ / shares | $ 6.91 | $ 8.21 | $ 10.98 | ||||
Cash used to settle awards | $ | $ 669 | $ 641 | $ 933 | ||||
Equity-classified Phantom Units | $ | $ 669 | $ 641 | $ 933 | ||||
Liability Classified | Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Beginning of period (in dollars per shares) | $ / shares | $ 7.26 | $ 10.58 | $ 11.53 | ||||
Granted (in dollars per shares) | $ / shares | 5.85 | 4.82 | 10.15 | ||||
Vested (in dollars per shares) | $ / shares | 7.37 | 9.43 | 11.23 | ||||
Forfeited (in dollars per shares) | $ / shares | 5.35 | ||||||
End of period (in dollars per shares) | $ / shares | $ 6.27 | $ 7.26 | $ 10.58 | ||||
Vested in period, fair value | $ | $ 3,400 | $ 3,200 | $ 5,400 | ||||
Share-based payment arrangement, expense | $ | 4,800 | 5,700 | 6,600 | ||||
Unrecognized compensation expense | $ | $ 5,700 | ||||||
Weighted average recognition period | 2 years 2 months 12 days | ||||||
Liability-classified Phantom Units | $ | $ 51 | 47 | 57 | ||||
Reclassified unit based compensation expense forfeited | $ | 2 | 32 | 58 | ||||
Canadian Phantom Share Units (PSU) Liability Classified | Long-Term Incentive Plan | |||||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Vested in period, fair value | $ | $ 202 | $ 257 | $ 231 | ||||
Director | Phantom Share Units (PSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 1 year | ||||||
Director and Independent Consultants | Equity Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in shares) | 26,272 | 40,065 | 37,139 | ||||
Granted (in shares) | 39,408 | 40,065 | 40,065 | ||||
Vested (in shares) | (26,272) | (53,858) | (37,139) | ||||
Forfeited (in shares) | 0 | 0 | 0 | ||||
End of period (in shares) | 39,408 | 26,272 | 40,065 | ||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Cash used to settle awards | $ | $ 77 | $ 63 | $ 124 | ||||
Equity-classified Phantom Units | $ | $ 77 | $ 63 | $ 124 | ||||
Director and Independent Consultants | Liability Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in shares) | 13,136 | 13,136 | 12,177 | ||||
Granted (in shares) | 13,136 | 13,136 | 13,136 | ||||
Vested (in shares) | (13,136) | (13,136) | (12,177) | ||||
Forfeited (in shares) | 0 | ||||||
End of period (in shares) | 13,136 | 13,136 | 13,136 | ||||
Employee | Equity Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in shares) | 1,317,493 | 1,324,837 | 1,252,544 | ||||
Granted (in shares) | 536,729 | 574,704 | 594,912 | ||||
Vested (in shares) | (522,022) | (548,492) | (482,711) | ||||
Forfeited (in shares) | (3,236) | (33,556) | (39,908) | ||||
End of period (in shares) | 1,328,964 | 1,317,493 | 1,324,837 | ||||
Weighted-Average Grant Date Fair Value Per Phantom Unit | |||||||
Cash used to settle awards | $ | $ 126 | $ 194 | $ 107 | ||||
Equity-classified Phantom Units | $ | $ 126 | $ 194 | $ 107 | ||||
Employee | Liability Classified | Long-Term Incentive Plan | |||||||
Number of Units roll forward | |||||||
Beginning of period (in shares) | 63,730 | 59,284 | 44,620 | ||||
Granted (in shares) | 36,459 | 41,138 | 46,027 | ||||
Vested (in shares) | (39,718) | (36,692) | (31,363) | ||||
Forfeited (in shares) | (3,624) | ||||||
End of period (in shares) | 56,847 | 63,730 | 59,284 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 05, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Related Party Transaction [Line Items] | |||||||||||
Cash paid for income taxes, net | $ 1,064 | $ 906 | $ 303 | ||||||||
Cash paid for interest | 8,374 | 5,912 | 9,508 | ||||||||
Cash paid for operating leases | 5,382 | 5,551 | 6,477 | ||||||||
CARES act, net effect of tax refunds | $ 31 | $ 84 | $ 21 | $ 480 | |||||||
Accrued reimbursement of property and equipment | (137) | 0 | |||||||||
Operating lease right-of-use assets | [1] | 1,508 | 5,658 | ||||||||
General Partner Units | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition | $ 18,200 | 18,207 | [2] | $ 0 | [2] | ||||||
Accounting Standards Update 2016-02 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Operating lease right-of-use assets | 700 | 1,600 | |||||||||
Accounts payable and accrued expenses | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Property and equipment financed through Accounts payable and accrued expenses | $ 583 | $ (787) | |||||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |
SUBSEQUENT EVENTS - Distributio
SUBSEQUENT EVENTS - Distribution to Partners (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Feb. 17, 2023 | Jan. 26, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Distributions for the period (in dollars per share) | $ 0.1235 | $ 0.1235 | $ 0.1235 | $ 0.1235 | $ 0.121 | $ 0.1185 | $ 0.116 | $ 0.1135 | $ 0.111 | $ 0.111 | $ 0.111 | $ 0.111 | |||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 1.15 | ||||||||||||||
USDG | Common units | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Partners' capital account (in shares) | 17,308,226 | 17,308,226 | |||||||||||||
Increase (decrease) in distributions | $ (2.1) | ||||||||||||||
Subsequent Event | Common units | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Distributions for the period (in dollars per share) | $ 0.1235 | ||||||||||||||
Targeted annual distribution amount Net income (loss) per common unit (basic and diluted) (in dollars per share) | $ 0.494 | ||||||||||||||
Distribution paid | $ 2 |
SUBSEQUENT EVENTS - Long-term I
SUBSEQUENT EVENTS - Long-term Incentive Plan (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2023 USD ($) installment $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 14, 2022 shares | |
Phantom Units Vested | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Director | Phantom Units Vested | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Long-Term Incentive Plan | Phantom Units Vested | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion ratio | 1 | ||||
Common units authorized for issuance (in shares) | 7,154,167 | ||||
Maximum number of common units available for issuance (in shares) | 3,689,558 | ||||
Long-Term Incentive Plan | Phantom Units Vested | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 579,992 | ||||
Common units authorized for issuance (in shares) | 714,725 | ||||
Maximum number of common units available for issuance (in shares) | 3,177,405 | ||||
Number of vesting periods | installment | 4 | ||||
Long-Term Incentive Plan | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued in period (in shares) | 377,420 | ||||
Cash Paid | $ | $ 47 | ||||
Long-Term Incentive Plan | Liability Classified | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cash Paid | $ | $ 51 | $ 47 | $ 57 | ||
Long-Term Incentive Plan | Liability Classified | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares price (in dollars per share) | $ / shares | $ 3.54 | ||||
Long-Term Incentive Plan | Director and independent consultants | Liability Classified | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 13,136 | 13,136 | 12,177 | ||
Issued in period (in shares) | 13,136 | 13,136 | 13,136 | ||
Long-Term Incentive Plan | Employee | Liability Classified | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 39,718 | 36,692 | 31,363 | ||
Issued in period (in shares) | 36,459 | 41,138 | 46,027 | ||
Long-Term Incentive Plan | Director | Phantom Units Vested | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
U.S. | Long-Term Incentive Plan | Director and independent consultants | Phantom Units Vested | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 39,408 | ||||
Conversion ratio | 1 | ||||
U.S. | Long-Term Incentive Plan | Director and independent consultants | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued in period (in shares) | 39,408 | ||||
Cash Paid | $ | $ 0 | ||||
U.S. | Long-Term Incentive Plan | Employee | Phantom Units Vested | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 527,448 | ||||
U.S. | Long-Term Incentive Plan | Employee | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued in period (in shares) | 338,012 | ||||
Cash Paid | $ | $ 0 | ||||
Canada | Long-Term Incentive Plan | Director and independent consultants | Phantom Units Vested | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 13,136 | ||||
Canada | Long-Term Incentive Plan | Director and independent consultants | Common units | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued in period (in shares) | 0 | ||||
Cash Paid | $ | $ 47 |
SUBSEQUENT EVENTS - Credit Agre
SUBSEQUENT EVENTS - Credit Agreement Amendment (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Maximum consolidated leverage ratio | 4.5 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Consolidated leverage ratio, pro forma | 4.5 | ||||
Minimum liquidity amount, pro forma | $ 20 | ||||
Forecast | |||||
Subsequent Event [Line Items] | |||||
Maximum consolidated leverage ratio | 5.25 | 5.5 | 5.5 | ||
Minimum consolidated interest coverage ratio | 2 | 2.25 | 2.5 |
QUARTERLY FINANCIAL DATA (Detai
QUARTERLY FINANCIAL DATA (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | [1] | Dec. 31, 2021 | [1] | Dec. 31, 2020 | [1] | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Total revenues | $ 20,649 | $ 21,479 | $ 33,741 | $ 35,786 | $ 33,897 | $ 35,448 | $ 91,513 | $ 43,627 | $ 111,655 | $ 204,485 | $ 170,082 | |||
Total operating costs | 18,076 | 93,940 | 28,533 | 30,791 | 29,119 | 29,829 | 82,363 | 37,289 | 171,340 | 178,600 | 175,694 | |||
Operating income (loss) | 2,573 | (72,461) | 5,208 | 4,995 | 4,778 | 5,619 | 9,150 | 6,338 | (59,685) | 25,885 | (5,612) | |||
Net income (loss) | (3,211) | (69,353) | 3,805 | 7,473 | 4,286 | 4,133 | 6,886 | 7,524 | (61,286) | [2],[3] | 22,829 | [2],[3] | (19,310) | [2],[3] |
Net income attributable to limited partner ownership interest in USD Partners LP | $ (3,211) | $ (69,353) | $ 3,805 | $ 8,842 | $ 3,546 | $ 3,744 | $ 6,605 | $ 7,204 | $ (59,917) | $ 21,099 | $ (19,479) | |||
Net income per unit (basic and diluted) (in dollars per share) | $ (0.10) | $ (2.08) | $ 0.11 | $ 0.32 | $ 0.13 | $ 0.13 | $ 0.24 | $ 0.27 | ||||||
[1]As discussed in Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control[2]As discussed in Note .2 Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. Note 2. Summary of Significant Accounting Policies of this Annual Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal, which we acquired effective April 1, 2022, because the transaction was between entities under common control. |