USDP USD Partners LP

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USD Partners LP and its consolidated subsidiaries, collectively referred to herein as we, us, our, the Partnership and USDP, is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC, or USD, through its wholly-owned subsidiary, USD Group LLC, or USDG. We were formed to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. We generate substantially all of our operating cash flows from multi-year, take-or-pay contracts with primarily investment grade and other high credit quality customers, including major integrated oil companies, refiners and marketers. Our network of crude oil terminals facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. Our operations include railcar loading and unloading, storage and blending in onsite tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. We also provide 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.

A substantial amount of the operating cash flows related to the terminal 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 March 31, 2023, we completed our divestiture of all of the equity interests in our Casper Terminal, which included the Casper Crude to Rail, LLC and CCR Pipeline, LLC entities, for approximately $33 million in cash, subject to customary adjustments. Refer to Note 3. Acquisition and Dispositions — Casper Terminal Divestiture for additional details regarding this disposition. The Casper Terminal was included in our Terminalling Services segment.

Basis of Presentation

Our accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements.

In the opinion of our management, our unaudited interim consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, which our management considers necessary to present fairly our financial position as of September 30, 2023, our results of operations for the three and nine months ended September 30, 2023 and 2022, and our cash flows for the nine months ended September 30, 2023 and 2022. We derived our consolidated balance sheet as of December 31, 2022, from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Our results of operations for the three and nine months ended September 30, 2023 and 2022 should not be taken as indicative of the results to be expected for the full year due to fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, changes in the fair market value of our derivative instruments and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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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.

In August 2023, we entered into an amendment to our Credit Agreement, pursuant to which, among other things, the lenders agreed to forbear through and including October 10, 2023, from exercising any rights or remedies arising from certain defaults or events of default asserted by the Administrative Agent, which we disputed, or certain prospective defaults or events of default under the Credit Agreement and other loan documents arising from, among other things, any failures to disclose certain events that give or may give rise to a Material Adverse Effect, as defined in the Credit Agreement. In October 2023, we entered into a letter agreement to extend this forbearance through November 3, 2023. On November 1, 2023, we entered into a letter agreement, which among other things, extended the forbearance period and temporarily waives, through November 17, 2023, events of default arising from the non-payment of amounts due on the maturity date on November 2, 2023. Refer to Note 19. Subsequent Events — Credit Agreement — Letter Agreements for more information. The maturity date of our Credit Agreement (as defined below) was November 2, 2023. The lenders under our Credit Agreement agreed to forbear and waive the event of default related to our failure to repay borrowings under the Credit Agreement through November 17, 2023, pursuant to the letter agreement, dated November 1, 2023, described under Note 19. Subsequent Events.

As a result of the end of such waiver and forbearance period 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 by November 17, 2023, we do not currently have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due, nor do we expect cash flow from our current operations to provide sufficient funds for such repayment.

In addition, there is uncertainty in our ability to remain in compliance with the covenants contained in our amended Credit Agreement for a period of 12 months after the date these financial statements were issued. We are currently not projected to have sufficient cash on hand or available liquidity to repay the Credit Agreement should the lenders not agree to a forbearance or provide a further waiver or amendment and declare all outstanding indebtedness thereunder to be immediately due and payable.

The conditions described above raise substantial doubt about our ability to continue as a going concern for the next 12 months.

We are currently in discussions with our lenders and other potential capital providers and pursuing plans to refinance or replace 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, extension or replacement would be on terms favorable to us. Moreover, our ability to refinance our outstanding indebtedness under, or extend the maturity date of, our Credit Agreement is expected to 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 further prolonged delays in doing so. As a result of our liquidity position, we may be required to sell assets, including the Stroud Terminal, for less than carrying value to satisfy debt obligations.

Due to the substantial doubt about our ability to continue as a going concern discussed above, as of September 30, 2023, 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.

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Continued Listing Standard Notice from New York Stock Exchange

On July 26, 2023, we received a notice from the New York Stock Exchange, or NYSE, that we are not in compliance with the continued listing criteria under Section 802.01C of the NYSE’s Listed Company Manual, or Section 802.01C, because the average closing price of our common units was less than $1.00 over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we have six months from the date of the receipt of the non-compliance notice to cure the deficiency and regain compliance by having a closing price of at least $1.00 per unit on the last trading day of any calendar month during the six-month cure period and an average closing unit price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or by meeting such standards on the last trading day of the cure period. The notification has no immediate effect on the listing of our common units on the NYSE.

Comparative Amounts

We have made certain reclassifications to the amounts reported in the prior year to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position.

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.

US Development Group, LLC

USD and its affiliates are engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USD is the indirect owner of our general partner through its direct ownership of USDG and is currently owned by Energy Capital Partners, Goldman Sachs and certain of USD’s management team.

Assets Held For Sale

We classify long-lived assets intended to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. We assess the fair value of a long-lived asset or disposal group less any

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costs to sell each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. For the three and nine months ended September 30, 2023 and 2022, there were no losses recorded on our held for sale assets.

Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, we discontinue depreciation and amortization and report long-lived assets and liabilities of the disposal group in the line items “Assets held for sale” and “Liabilities held for sale” in our consolidated balance sheets.

Internal-use Software

We capitalize certain internal-use software costs in accordance with Accounting Standard Codification, or ASC, 350-40, which are included in intangible assets. ASC 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. We currently are amortizing these assets over a useful life of five years in the line item “Depreciation and amortization” in our consolidated statement of operations. Maintenance of and minor upgrades to internal-use software are classified as selling, general, and administrative expenses as incurred.

Recently Adopted Accounting Pronouncements

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 was permitted.

We adopted all the provisions of ASU 2022-04 on January 1, 2023. Refer to Note 10. Debt for additional details regarding our adoption of ASU 2022-04.

Hardisty South Terminal Acquisition

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 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

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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.

Casper Terminal Divestiture

On March 31, 2023, we completed our divestiture of 100% of the equity interests in our Casper Terminal, which included the Casper Crude to Rail, LLC and CCR Pipeline, LLC entities, for approximately $33.0 million in cash, subject to customary adjustments.

The Casper Terminal entities had a carrying value of $26.8 million at the time of sale. The Casper Terminal was included in our Terminalling services segment. The Casper crude oil terminal, located in Casper, Wyoming, primarily consists of unit train-capable railcar loading capacity in excess of 100,000 barrels per day, six customer-dedicated storage tanks with 900,000 barrels of total capacity and a six-mile, 24-inch diameter pipeline with a direct connection from the Express Pipeline. We recognized a gain of $6.2 million from the sale of the terminal which we recorded as “Gain on sale of business” in our consolidated statement of operations. The gain on sale of business that resulted from the sale of the Casper Terminal was not subject to income tax as the entity is included within our partnership structure. Therefore, no impact was reflected within the “Provision for income taxes” recognized in the nine months ended September 30, 2023 in our consolidated statements of operations.

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, 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.

We determined basic and diluted net income per limited partner unit as set forth in the following tables:

						For the Three Months Ended September 30, 2023
						Common Units																		General Partner Units						Total
						(in thousands, except per unit amounts)
Net loss attributable to limited partner interests in USD Partners LP						$	(2,805)																	$	—					$	(2,805)
Less: Distributable earnings (1)						—																		—						—
Net loss						$	(2,805)																	$	—					$	(2,805)
Weighted average units outstanding (2)						33,764																		—						33,764
Net loss per limited partner unit (basic and diluted) (3)						$	(0.08)

    

(1)    There were no distributions payable for the three months ended September 30, 2023. Refer to Note 16. Partners’ Capital for further information.

(2)    Represents the weighted average units outstanding for the period.

(3)    Our computation of net loss per limited partner unit excludes the effects of 1,418,607 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented.

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						For the Three Months Ended September 30, 2022
						Common Units																		General Partner Units						Total
						(in thousands, except per unit amounts)
Net loss attributable to limited partner interests in USD Partners LP						$	(69,353)																	$	—					$	(69,353)
Less: Distributable earnings (1)						4,292																		—						4,292
Distributions in excess of earnings						$	(73,645)																	$	—					$	(73,645)
Weighted average units outstanding (2)						33,380																		—						33,380
Distributable earnings per unit (3)						$	0.13
Overdistributed earnings per unit (4)						(2.21)
Net loss per limited partner unit (basic and diluted) (5)						$	(2.08)

    

(1)Represents the distributions paid for the period based upon the quarterly distribution amount of $0.1235 per unit or $0.494 per unit on an annualized basis for the three months ended September 30, 2022. Amounts presented for each class of units include a proportionate amount of the $169 thousand distributed to holders of the Equity classified Phantom Units pursuant to the distribution equivalent rights granted under the Amended LTIP Plan.

(2)Represents the weighted average units outstanding for the period.

(3)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period.

(4)Represents the distributions in excess of earnings divided by the weighted average number of units outstanding.

(5)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.

						For the Nine Months Ended September 30, 2023
						Common Units																		General Partner Units						Total
						(in thousands, except per unit amounts)
Net income attributable to limited partner interests in USD Partners LP						$	3,805																	$	—					$	3,805
Less: Distributable earnings (1)						—																		—						—
Excess net income						$	3,805																	$	—					$	3,805
Weighted average units outstanding (2)						33,697																		—						33,697
Distributable earnings per unit (3)						$	—
Underdistributed earnings per unit (4)						0.11
Net income per limited partner unit (basic and diluted) (5)						$	0.11

    

(1)There were no distributions paid or payable for the nine months ended September 30, 2023. Refer to Note 16. Partners’ Capital for further information.

(2)Represents the weighted average units outstanding for the period.

(3)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period.

(4)Represents the additional amount per unit necessary to distribute the excess net income for the period among our limited partners.

(5)Our computation of net income per limited partner unit excludes the effects of 1,418,607 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented.

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						For the Nine Months Ended September 30, 2022
						Common Units																		General Partner Units						Total
						(in thousands, except per unit amounts)
Net loss attributable to general and limited partner interests in USD Partners LP (1)						$	(56,706)																	$	(1,369)					$	(58,075)
Less: Distributable earnings (2)						12,217																		3						12,220
Distributions in excess of earnings						$	(68,923)																	$	(1,372)					$	(70,295)
Weighted average units outstanding (3)						31,421																		152						31,573
Distributable earnings per unit (4)						$	0.39
Overdistributed earnings per unit (5)						(2.19)
Net loss per limited partner unit (basic and diluted)(6)						$	(1.80)

    

(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, June 30 and September 30, 2022. Amounts presented for each class of units include a proportionate amount of the $506 thousand distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the Amended LTIP Plan.

(3)Represents the weighted average units outstanding for the period.

(4)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period.

(5)Represents distributions in excess of earnings divided by the weighted average number of units outstanding.

(6)Our computation of loss income 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.

Disaggregated Revenues

We manage our business in two reportable segments: Terminalling services and Fleet services. Our segments offer different services and are managed accordingly. Our chief operating decision maker, or CODM, regularly reviews financial information about both segments in order to allocate resources and evaluate performance. As such, we have concluded that disaggregating revenue by reporting segments appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 14. Segment Reporting for our disaggregated revenues by segment. Additionally, the below tables summarize the geographic data for our revenues:

			Three Months Ended September 30, 2023
			U.S.						Canada						Total
			(in thousands)
Third party			$	1,380					$	8,410					$	9,790
Related party			$	1,286					$	1					$	1,287

			Three Months Ended September 30, 2022
			U.S.						Canada						Total
			(in thousands)
Third party			$	2,505					$	17,094					$	19,599
Related party			$	1,880					$	—					$	1,880

			Nine Months Ended September 30, 2023
			U.S.						Canada						Total
			(in thousands)
Third party			$	4,994					$	43,089					$	48,083
Related party			$	3,532					$	59					$	3,591

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			Nine Months Ended September 30, 2022
			U.S.						Canada						Total
			(in thousands)
Third party			$	15,812					$	69,574					$	85,386
Related party			$	5,620					$	—					$	5,620

Remaining Performance Obligations

The transaction price allocated to the remaining performance obligations associated with our Terminal Service Agreements as of September 30, 2023 are as follows for the periods indicated:

			Three months ending December 31, 2023						2024						2025						2026						2027						Thereafter						Total
			(in thousands)
Terminalling Services (1) (2)			$	9,597					$	37,609					$	26,027					$	24,976					$	21,066					$	75,488					$	194,763

    

(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 0.7432 U.S. dollars for each Canadian dollar at September 30, 2023.

(2)Includes fixed monthly minimum commitment fees per contracts 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 $0.1 million and $0.4 million deferred revenue at September 30, 2023 and December 31, 2022, 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.

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The following tables present the amounts outstanding on our consolidated balance sheets and changes associated with the balance of our deferred revenue for the nine months ended September 30, 2023 and 2022:

						December 31, 2022						Cash Additions for Customer Prepayments						Balance Sheet Reclassification						Revenue Recognized						September 30, 2023
						(in thousands)
Deferred revenue (1)						$	3,562					$	1,781					$	—					$	(3,562)					$	1,781
Other current liabilities (2)						$	5,681					$	—					$	508					$	(5,160)					$	1,029
Other non-current liabilities (2)						$	3,943					$	166					$	(508)					$	—					$	3,601

    

(1)    Includes deferred revenue of $0.1 million and $0.4 million at September 30, 2023 and December 31, 2022, for estimated breakage associated with the make-up right options we granted our customers as discussed above. For the three months ended September 30, 2023, we recognized $1.7 million of previously deferred revenue.

(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 $15 thousand and “Other non-current liabilities” presented has been decreased by $10 thousand due to the impact of the change in the end of period exchange rate between September 30, 2023 and December 31, 2022. For the three months ended September 30, 2023, we recognized $0.6 million of revenue related to contract liabilities included in “Other current liabilities.”

						December 31, 2021						Cash Additions for Customer Prepayments						Balance Sheet Reclassification						Revenue Recognized						September 30, 2022
						(in thousands)
Deferred revenue (1)						$	7,575					$	3,482					$	—					$	(7,575)					$	3,482
Other current liabilities (2)						$	6,755					$	—					$	5,168					$	(4,553)					$	7,370
Other non-current liabilities (2)						$	9,482					$	88					$	(5,168)					$	—					$	4,402

    

(1)    Includes deferred revenue of $0.3 million and $1.4 million at September 30, 2022 and December 31, 2021, for estimated breakage associated with the make-up right options we granted our customers as discussed above. For the three months ended September 30, 2022, we recognized $2.7 million of previously deferred revenue.

(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 $512 thousand and “Other non-current liabilities” presented has been decreased by $719 thousand due to the impact of the change in the end of period exchange rate between September 30, 2022 and December 31, 2021. For the three months ended September 30, 2022, we recognized $2.9 million of revenue related to contract liabilities included in “Other current liabilities.”

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 September 30, 2023 and 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. Refer to Note 8. Leases for additional discussion of our lease revenues.

Accounts Receivable

The balances of “Accounts receivable, net” and “Accounts receivable - related party” were $6.8 million and $2.1 million as of December 31, 2021, respectively.

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In addition, we have an indemnity escrow account of $2.0 million included in our restricted cash amounts associated with the divestiture of our Casper Terminal that is required to be held for one year from the March 31, 2023 closing date of the sale of the terminal. Refer to Note 3. Acquisitions and Dispositions for a further discussion of the Casper Terminal divestiture.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amounts shown in our consolidated statements of cash flows for the specified periods:

			September 30,
			2023						2022
			(in thousands)
Cash and cash equivalents			$	8,688					$	4,766
Restricted cash			3,808						4,041
Total cash, cash equivalents and restricted cash			$	12,496					$	8,807

Our property and equipment is comprised of the following asset classifications as of the dates indicated:

			September 30, 2023						December 31, 2022			Estimated Useful Lives (Years)
			(in thousands)
Land			$	2,807					$	10,110		N/A
Trackage and facilities			84,018						108,325			10-30
Pipeline			—						12,759			20-30
Equipment			14,541						22,553			3-20
Furniture			63						84			5-10
Total property and equipment			101,429						153,831
Accumulated depreciation			(41,505)						(47,360)
Construction in progress (1)			175						423
Property and equipment, net			$	60,099					$	106,894

    

(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 expense associated with property and equipment totaled $1.3 million and $2.6 million for the three months ended September 30, 2023 and 2022, respectively, and $4.8 million and $7.9 million, for the nine months ended September 30, 2023 and 2022.

Stroud Terminal

During the second quarter of 2023 our board of directors of our general partner approved the sale of the Stroud Terminal and we classified it as held for sale in our consolidated balance sheets. We currently expect that a sale of the terminal could occur in late 2023 or early 2024. The Stroud Terminal is included in our Terminalling Services Segment.

As a result of classifying our Stroud Terminal as held for sale, we evaluated the terminal’s fair value. We measured the fair value of our Stroud Terminal long-lived assets using an income analysis approach. The significant unobservable inputs used in our analysis include the following:

•no capital expenditures for additional terminalling connectivity;

•incremental volumes expected at our Stroud Terminal of approximately 27,500 bpd on an annual basis for terminalling services;

•a weighted average cost of capital of 22%; and

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•a capital structure consisting of approximately 45% debt and 55% equity.

The key assumptions listed above were based upon economic and other operational conditions existing at or prior to the May 31, 2023 valuation date. Our weighted average cost of capital is subject to variability and is dependent upon such factors as changes in benchmark rates of interest established by the Federal Open Market Committee of the Federal Reserve Board and other central banking regulatory authorities, as well as perceptions of risk and market uncertainty regarding our business, industry and those of our peers and our underlying capital structure. Each of the above assumptions are likely to change due to economic uncertainty surrounding global and North American energy markets that are highly correlated with crude oil, natural gas and other energy-related commodity prices and other market factors.

Assumptions we make under the income approach include our projections of future financial performance of the Stroud Terminal, which include our ability to enter into contracts with new customers. To the extent that our assumptions vary from what we experience in the future, our projections of future financial performance underlying the fair value derived from the income approach for the Stroud Terminal could yield results that are significantly different from those projected.

As indicated above, our estimate of fair value for the Stroud Terminal required us to use significant unobservable inputs representative of Level 3 fair value measurements, including assumptions related to the future performance of our Stroud Terminal. During the second quarter of 2023, we completed the fair value analysis and determined that the fair value of the Stroud Terminal exceeded its carrying value at May 31, 2023.

We re-evaluated the fair value of our Stroud Terminal at September 30, 2023 and determined that the fair value exceeded the carrying value and we continue to have no identified impairment.

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 significant unobservable inputs 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; and

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.

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 recognized a non-cash impairment loss of $36.0 million for the three and nine months ended September 30, 2022, to write down the property, plant and equipment of the terminal to its fair market value, the charge for which we included in “Impairment of intangible and long-lived assets” within our consolidated statements of operations. The Casper Terminal was included in our Terminalling services segment as reported in our segment results included in Note 14. Segment Reporting. Subsequently, on March 31, 2023, we sold our Casper Terminal as discussed in Note 3. Acquisitions and Dispositions and removed the remaining balances recorded in property and equipment associated with the Casper Terminal.

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Lessee

We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land.

			September 30, 2023						December 31, 2022
Weighted-average discount rate			6.3		%				4.1		%
Weighted average remaining lease term in years			5.52 years						5.07 years

Our total lease cost consisted of the following items for the dates indicated:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2023						2022						2023						2022
			(in thousands)
Operating lease cost						$	405					$	1,375					$	1,058					$	4,280
Short term lease cost						121						131						182						292
Variable lease cost						—						4						7						35
Sublease income						(373)						(1,280)						(943)						(3,842)
Total						$	153					$	230					$	304					$	765

The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancellable operating leases as of September 30, 2023 (in thousands):

2023			$	501
2024			115
2025			114
2026			117
2027			121
Thereafter			384
Total lease payments			$	1,352
Less: imputed interest			(178)
Present value of lease liabilities			$	1,174

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 noncancellable terms that are designed to recover our costs associated with leasing the railcars plus a fee for providing this service. In addition to these leases we also have lease income from storage tanks 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 12. Transactions with Related Parties for additional discussion.

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						Three Months Ended September 30,												Nine Months Ended September 30,
						2023						2022						2023						2022
						(in thousands, except weighted average term)
Lease income (1)						$	1,114					$	2,501					$	3,412					$	7,481
Weighted average remaining lease term in years																								3.05

        

(1)Lease income presented above includes lease income from related parties. Refer to Note 12. Transactions with Related Parties for additional discussion of lease income from a related party. In addition, lease income as discussed above totaling $0.7 million and $1.6 million for the three months ended September 30, 2023 and 2022, respectively, and $2.5 million and $4.7 million for the nine months ended September 30, 2023 and 2022, respectively, is included in “Terminalling services” and “Terminalling services — related party” revenues on our consolidated statements 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 noncancellable operating leases as of September 30, 2023 (in thousands): 

2023			$	1,131
2024			2,947
2025			2,936
2026			2,687
Total			$	9,701

The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated:

			September 30, 2023						December 31, 2022
			(in thousands)
Carrying amount:
Customer service agreements			$	—					$	3,832
Other			55						—
Total carrying amount			55						3,832
Accumulated amortization:
Customer service agreements			—						(306)
Other			(4)						—
Total accumulated amortization			(4)						(306)
Total intangible assets, net			$	51					$	3,526

Our current intangible assets at September 30, 2023, originated as internally developed software for internal use. Refer to Note 2. Summary of Significant Accounting Policies — Internal-use Software for further details.

Amortization expense associated with intangible assets totaled $0.1 million for the nine months ended September 30, 2023 and $3.2 million and $9.5 million for the three and nine months ended September 30, 2022, respectively. We had no significant amortization expense for the three months ended September 30, 2023.

Our identifiable intangible assets through December 31, 2022, originated from the acquisition of the Casper Terminal. As previously discussed in Note 7. 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

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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 three and nine months ended September 30, 2022. At December 31, 2022, we had a remaining intangible asset balance of $3.5 million in our consolidated balance sheet. Subsequently, on March 31, 2023, we sold our Casper Terminal as discussed in Note 3. Acquisitions and Dispositions and removed the remaining balances recorded in our intangible assets associated with the Casper Terminal.

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 in October 2021 and January and August of 2023 as discussed 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.

In October 2021, we entered into an amendment to our Credit Agreement, with a syndicate of lenders. This 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.

In addition, in January 2023, we executed another amendment. Among other things, this 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 was 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 was 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 this 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. This amendment also increased 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.

On August 8, 2023 we executed another amendment. Pursuant to this amendment, subject to certain terms and conditions, the lenders agreed to forbear through and including October 10, 2023, from exercising any rights or remedies arising from certain defaults or events of default asserted by the Administrative Agent, which we disputed, or certain prospective defaults or events of default under the Credit Agreement and other loan documents arising from, among other things, any failure to disclose certain events that give or may give rise to a Material Adverse Effect. Pursuant to the amendment, on October 10, 2023, the Borrowers were deemed to have waived any defenses to the defaults or events of default asserted by the Administrative Agent. Among other things, we agreed that we will not make any additional requests for new borrowings or letters of credit, or convert outstanding loans from one type to another, in each case under the Credit Agreement. In addition, among other things, this amendment requires us to provide additional financial and operational reporting to the Administrative Agent and the lenders, and further restricts the ability for us, without the consent of the Administrative Agent and lenders holding at least a majority of outstanding loans under the Credit Agreement, to incur additional indebtedness, to make additional investments or restricted payments, to sell additional assets or to incur growth capital expenditures. In addition, unless otherwise agreed by the Administrative Agent and lenders holding at least a majority of outstanding loans under the Credit

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Agreement, we are required to apply 100% of the net cash proceeds from any asset sales to repay borrowings outstanding under the Credit Agreement. Therefore, as of September 30, 2023, we have no available capacity under our Credit Agreement.

Our deferred financing costs from our Credit Agreement are amortized over the remaining term of the Credit Agreement using the straight line method, which approximates the effective interest rate method.

Our Credit Agreement matured on November 2, 2023 and, as described under Note 19. Subsequent Events, the lenders under our Credit Agreement agreed to waive, through November 17, 2023, events of default arising from the non-payment of amounts due on the maturity date. 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. Our Credit Agreement contains customary representations, warranties, covenants and events of default for facilities of this type.

To the extent we are able to incur borrowings under our Credit Agreement, such borrowings and any issuances of letters of credit are available for working capital, capital expenditures, general partnership purposes and continue the indebtedness outstanding under the Previous Credit Agreement. The Credit Agreement includes an aggregate $20 million sublimit for standby letters of credit and a $20 million sublimit for swingline loans. Obligations under the Credit Agreement are guaranteed by our restricted subsidiaries (as such term is defined therein) and are secured by a first priority lien on our assets and those of our restricted subsidiaries, other than certain excluded assets.

Our long-term debt balances included the following components as of the specified dates:

			September 30, 2023						December 31, 2022
			(in thousands)
Credit Agreement			$	195,900					$	215,000
Less: Deferred financing costs, net			(113)						(908)
Less: Long-term debt, current portion			(195,787)						(214,092)
Total long-term debt, net			$	—					$	—

The weighted average interest rate on our outstanding indebtedness was 9.29% and 6.92% at September 30, 2023 and December 31, 2022, respectively, without consideration to the effect of our derivative contracts. In addition to the interest we incur on our outstanding indebtedness, we paid commitment fees of 0.5% on unused commitments at September 30, 2023, which rate will vary based on our consolidated net leverage ratio, as defined in our Credit Agreement. At September 30, 2023, we were not in compliance with the total leverage ratio and interest coverage covenants set forth in our Credit Agreement. However, we were not considered to be in default with our banks due to the agreed upon forbearance period as discussed in Note 19. Subsequent Events — Credit Agreement — Letter Agreements.

Interest expense associated with our outstanding indebtedness was as follows for the specified periods:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
			(in thousands)
Interest expense on the Credit Agreement			$	4,589					$	2,855					$	12,851					$	5,826
Amortization of deferred financing costs			340						271						998						899
Total interest expense			$	4,929					$	3,126					$	13,849					$	6,725

Subsequent to September 30, 2023, we entered into letter agreements relating to the Credit Agreement. We have incurred $3.1 million for costs associated with the ongoing refinancing process of our Credit Agreement that

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has been included in “Prepaid Expenses” on our consolidated balance sheet as of September 30, 2023. Refer to Note 19. Subsequent Events — Credit Agreement — Letter Agreements for more information.

Supplier Financing Agreement

We have agreements with a third party that allows a provider of some of our received services to finance payment obligations from us with a designated third-party financial institution associated with insurance for certain of our terminals. The extended payment terms that we have with this supplier for these arrangements is nine months from the execution of the insurance contract. We are not required to provide collateral to the financial institution.

Our outstanding payment obligation under these arrangements was $205 thousand and $19 thousand at September 30, 2023 and December 31, 2022, respectively, recorded in “Other current liabilities” on our consolidated balance sheets.

Nature of Relationship with Related Parties

USD is engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and other energy-related infrastructure across North America. USD is also the sole owner of USDG and the ultimate parent of our general partner. USD is owned by Energy Capital Partners, Goldman Sachs and certain members of its management.

USDG is the sole owner of our general partner and at September 30, 2023, owns 17,308,226 of our common units representing a 51.2% limited partner interest in us. As of September 30, 2023, 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 party to an omnibus agreement with USD, USDG and certain of their subsidiaries, or the Omnibus Agreement, including our general partner, pursuant to which we obtain and make payments for specified services

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provided to us and for out-of-pocket costs incurred on our behalf. We pay USDG, in equal monthly installments, the annual amount USDG estimates will be payable by us during the calendar year for providing services for our benefit. The Omnibus Agreement provides that this amount may be adjusted annually to reflect, among other things, changes in the scope of the general and administrative services provided to us due to a contribution, acquisition or disposition of assets by us or our subsidiaries, or for changes in any law, rule or regulation applicable to us, which affects the cost of providing the general and administrative services. We also reimburse USDG for any out-of-pocket costs and expenses incurred on our behalf in providing general and administrative services to us. This reimbursement is in addition to the amounts we pay to reimburse our general partner and its affiliates for certain costs and expenses incurred on our behalf for managing our business and operations, as required by our partnership agreement.

The total amounts charged to us under the Omnibus Agreement for the three months ended September 30, 2023 and 2022 was $1.8 million and $2.3 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $5.8 million and $6.9 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 $0.3 million and $0.8 million with respect to these costs at September 30, 2023 and December 31, 2022, 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 nine months ended September 30, 2022 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 canceled and a similar agreement was established with us. As such, there was no associated expense for the three and nine months ended September 30, 2023 and the three months ended September 30, 2022 related to the agreement included in “Selling, general, and administrative — related party” in our consolidated statements of operations.

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 right of first offer, or ROFO, with respect to midstream projects developed by USDG. There were no payments made under the Stroud Terminal MSA during the periods presented in this Report.

Marketing Services Agreement — West Colton Terminal

In June 2021, we entered into a 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 Terminal Services Agreement has an initial term of five years and commenced on December 1, 2021. We have

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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 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.

Related Party Revenue and Deferred Revenue

As previously discussed, we entered into a Terminal Services Agreement at our West Colton Terminal with USDCF that became effective in December 2021. We include amounts received pursuant to the arrangement as revenue in the table below under “Terminalling services — related party” in our consolidated statements of operations.

We also have agreements to provide fleet services for USDM, which includes reimbursement to us for certain out-of-pocket expenses we incur. 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 revenues from USD and affiliates are presented below in the following table for the indicated periods:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
			(in thousands)
Terminalling services — related party			$	740					$	670					$	2,186					$	1,987
Fleet leases — related party			373						912						943						2,737
Fleet services — related party			—						298						171						896
Freight and other reimbursables — related party			174						—						291						—
			$	1,287					$	1,880					$	3,591					$	5,620

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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 (1) :

			September 30, 2023						December 31, 2022
			(in thousands)
Accounts receivable — related party			$	560					$	409
Accounts payable and accrued expenses — related party (1)			$	182					$	382
Other current and non-current liabilities — related party (2)			$	174					$	11
Deferred revenue — related party (3)			$	125					$	128

        

(1)The table presented above does not include amounts payable to related parties associated with the Omnibus Agreement that are recorded to “Accounts payable and accrued expenses — related party” as discussed above.

(2)Represents contract liabilities associated with lease agreements with USDM and USDCF.

(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.

We manage our business in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges minimum monthly commitment fees under multi-year take-or-pay contracts to load and unload various grades of crude oil into and from railcars, as well as fixed fees per gallon to transload ethanol 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. 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.

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 of segment profitability disclosed 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.

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Segment Adjusted EBITDA

The following tables present the computation of Segment Adjusted EBITDA, which is a measure of segment profitability disclosed in accordance with GAAP, for each of our segments for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
Terminalling Services Segment			2023						2022						2023						2022
			(in thousands)
Net income (loss)			$	1,739					$	(69,955)					$	16,622					$	(52,750)
Interest income, net (1)			(56)						(18)						(139)						97
Depreciation and amortization			1,313						5,758						4,942						17,362
Provision for income taxes			571						473						417						884
Foreign currency transaction loss (2)			114						97						157						1,836
Loss associated with disposal of assets			—						—						—						3
Impairment of intangible and long-lived assets			—						71,612						—						71,612
Non-cash deferred amounts (3)			(180)						(1,475)						(3,482)						(3,361)
Segment Adjusted EBITDA attributable to Hardisty South entities prior to acquisition (4)			—						—						—						(258)
Segment Adjusted EBITDA			$	3,501					$	6,492					$	18,517					$	35,425

    

(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 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.

			Three Months Ended September 30,												Nine Months Ended September 30,
Fleet Services Segment			2023						2022						2023						2022
			(in thousands)
Net income			$	1					$	132					$	125					$	453
Interest income (1)			—						(1)						—						(3)
Foreign currency transaction loss (gain) (2)			(4)						1						—						2
Provision for (benefit from) income taxes			$	(10)					$	73					$	(32)					$	121
Segment Adjusted EBITDA			$	(13)					$	205					$	93					$	573

    

(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.

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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

In October 2022, we terminated and settled our existing interest rate swap and simultaneously entered into a new interest rate swap. 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.

Subsequent to September 30, 2023, we settled the interest rate swap discussed above for cash proceeds. Refer to Note 19. Subsequent Events for more information.

Derivative Positions

We record all of our derivative financial instruments at their fair values in the line items specified below within our consolidated balance sheets, the amounts of which were as follows at the dates indicated:

			September 30, 2023						December 31, 2022
			(in thousands)
Other current assets			$	2,530					$	1,448
Other non-current assets			275						—
Other non-current liabilities			—						(3,587)
			$	2,805					$	(2,139)

We have not designated our derivative financial instruments as hedges of our interest rate exposure. As a result, changes in the fair value of these derivatives are recorded as “Gain associated with derivative instruments” in our consolidated statements of operations. The gains or losses associated with changes in the fair value of our derivative contracts do not affect our cash flows until the underlying contract is settled by making or receiving a payment to or from the counterparty. In connection with our derivative activities, we recognized the following amounts during the periods presented:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
			(in thousands)
Gain associated with derivative instruments			$	(3,187)					$	(6,904)					$	(6,092)					$	(13,800)

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:

---

Our common units represent limited partner interests in us. The holders of common units are entitled to participate in partnership distributions and to exercise the rights and privileges available to limited partners under our partnership agreement.

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 588,422 vested during the first nine months in 2023, of which 393,240 were converted into our common units after 195,182 Phantom Units were withheld from participants for the payment of applicable employment-related withholding taxes. The conversion of these Phantom Units did not have any economic impact on Partners’ Capital, since the economic impact is recognized over the vesting period. Additional information and discussion regarding our unit based compensation plans is included below in Note 17. Unit Based Compensation.

Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis. The amount of distributions we pay under our cash distribution policy and the decision to make any distribution are determined by our general partner. On November 7, 2023, the board of directors of our general partner determined to continue the suspension of our quarterly cash distribution, through the quarter ended September 30, 2023. The board of directors of our general partner will continue to evaluate our distribution policy on a quarterly basis and will take into consideration commercial progress, including our ability to renew, extend or replace our customer agreements, our compliance with the covenants under the Credit Agreement and our liquidity position, as well as broader market conditions and the overall performance of our business. There can be no assurance that the reinstatement of distributions will occur in the near term, if at all.

Long-term Incentive Plan

In 2023 and 2022, the board of directors of our general partner, acting in its capacity as our general partner, approved the grant of 714,725 and 625,732 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under our Amended LTIP Plan. At September 30, 2023, we had 3,205,310 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 equal annual installments based on the grantee’s continued employment through the vesting dates specified in the Award Agreements, subject to acceleration upon the grantee’s death or disability, or involuntary termination in connection with a change in control of the Partnership or our general partner. Awards to independent directors of the board of our general partner and an independent consultant typically vest over a one year period following the grant date.

---

The following tables present the award activity for our Equity-classified Phantom Units:

			Director and Independent Consultant Phantom Units						Employee Phantom Units						Weighted-Average Grant Date Fair Value Per Phantom Unit
Phantom Unit awards at December 31, 2022			39,408						1,328,964						$	6.91
Granted			39,408						616,758						$	3.54
Vested			(39,408)						(549,014)						$	7.74
Forfeited			—						(17,509)						$	5.38
Phantom Unit awards at September 30, 2023			39,408						1,379,199						$	5.02

			Director and Independent Consultant Phantom Units						Employee Phantom Units						Weighted-Average Grant Date Fair Value Per Phantom Unit
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 September 30, 2022			39,408						1,328,964						$	6.91

The following tables present the award activity for our Liability-classified Phantom Units:

			Director and Independent Consultant Phantom Units						Employee Phantom Units						Weighted-Average Grant Date Fair Value Per Phantom Unit
Phantom Unit awards at December 31, 2022			13,136						56,847						$	6.27
Granted			13,136						45,423						$	3.54
Vested			(13,136)						(4,650)						$	5.60
Phantom Unit awards at September 30, 2023			13,136						97,620						$	4.94

			Director and Independent Consultant Phantom Units						Employee Phantom Units						Weighted-Average Grant Date Fair Value Per Phantom Unit
Phantom Unit awards at December 31, 2021			13,136						63,730						$	7.26
Granted			13,136						36,459						$	5.85
Vested			(13,136)						—						$	4.82
Phantom Unit awards at September 30, 2022			13,136						100,189						$	6.92

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 $0.9 million and $1.2 million, respectively, for the three months ended September 30, 2023 and 2022 and for the nine months ended September 30, 2023 and 2022, we recognized $2.8 million and $3.7 million of compensation expense associated with outstanding Phantom Units. As of September 30, 2023, we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $5.1 million, which we expect to recognize over a weighted average period of 2.34 years. We have elected to account for actual forfeitures as they occur rather than using an estimated forfeiture rate to determine the number of awards we expect to vest.

We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2023						2022						2023						2022
			(in thousands)
Equity-classified Phantom Units (1)			$	—					$	170					$	169					$	500
Liability-classified Phantom Units			—						14						9						37
Total			$	—					$	184					$	178					$	537

    

(1)    We reclassified $2 thousand and $10 thousand to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited for the three and nine months ended September 30, 2023, respectively. We reclassified $2 thousand for the three and nine months ended September 30, 2022, respectively, for forfeitures.

The following table provides supplemental cash flow information for the periods indicated:

			Nine Months Ended September 30,
			2023						2022
			(in thousands)
Cash paid for income taxes, net (1)			$	1,477					$	866
Cash paid for interest			$	9,847					$	4,873
Cash paid for operating leases			$	1,090					$	4,892

    

(1)    Includes the net effect of tax refunds of $11 thousand received in the second quarter of 2023 associated with prior period Canadian taxes and $84 thousand received in the second quarter of 2022 associated with carrying back U.S. net operating losses incurred during 2020 and prior periods allowed for by the provisions of the CARES Act.

For the nine months ended September 30, 2023 and 2022, 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.” We also had non-cash financing activities associated with ongoing debt refinancing activities that were financed through “Accounts payable and accrued expenses” as presented in the table below for the periods indicated:

						Nine months ended September 30,
						2023						2022
						(in thousands)
Property and equipment financed through accounts payable and accrued expenses						$	(721)					$	250
Accrued reimbursement of property and equipment						$	133					$	(139)
Debt refinancing activities financed through accounts payable and accrued expenses						$	1,129					$	—

---

We recorded $0.8 million and $0.7 million for the nine months ended September 30, 2023 and 2022, respectively, for new, extended, canceled or declassified right-of-use lease assets and associated liabilities. See Note 8. Leases for further discussion.

Non-cash contribution to Hardisty South Entities

Credit Agreement — Letter Agreements

Letter Agreements

On October 6, 2023, we entered into a letter agreement, or the October Letter Agreement, related to our Credit Agreement with the lenders party thereto and Bank of Montreal, as administrative agent, or the Administrative Agent, to the Credit Agreement.

Pursuant to the October Letter Agreement, the lenders and Administrative Agent agreed to, among other things, extend the expiration date of the original waiver and forbearance from October 10, 2023 to November 3, 2023, and waive the event of default arising from non-payment of the interest due on October 10, 2023 until November 3, 2023. As a condition to the October Letter Agreement, among other things, we agreed to terminate our derivative interest rate swaps and apply all proceeds thereof to repayment of the obligations then outstanding under the Credit Agreement. In addition, the October Letter Agreement reduces the aggregate commitments under the Credit Agreement and the sublimit for letters of credit under the Credit Agreement to $195.9 million.

On November 1, 2023, we entered into a letter agreement, or the November Letter Agreement, related to our Credit Agreement with the lenders party thereto and the Administrative Agent.

Pursuant to the November Letter Agreement, the lenders and Administrative Agent have agreed to, among other things, (i) further extend the expiration date of the most recent waiver and forbearance to November 17, 2023 in respect of certain events of default or prospective events of default, including the event of default arising from non-payment of the interest due on October 10, 2023, and (ii) temporarily waive, until November 17, 2023, events of default arising from the non-payment of amounts due on the maturity date.

Derivative Financial Instrument Settlement

Based on the terms of the October Letter Agreement associated with our Credit Agreement discussed above, on October 10, 2023, we terminated and settled our existing interest rate swap for cash proceeds of $2.6 million. Per the terms of the October Letter Agreement, the proceeds from this settlement were sent directly to Bank of Montreal, the administrative agent of our Credit Agreement and were applied to the outstanding interest balance on our Credit Agreement on October 12, 2023.

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v3.23.3

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-36674
Entity Registrant Name	USD PARTNERS LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	30-0831007
Entity Address, Address Line One	811 Main Street
Entity Address, Address Line Two	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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Shares Outstanding (in shares)		33,774,427
Entity Central Index Key	0001610682
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Amendment Flag	false

v3.23.3

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues
Total revenues	$ 11,077	$ 21,479	$ 51,674	$ 91,006
Operating costs
Operating and maintenance	1,179	2,888	3,955	9,722
Selling, general and administrative	3,793	4,951	14,530	21,092
Impairment of intangible and long-lived assets	0	71,612	0	71,612
Gain on sale of business	(9)	0	(6,211)	0
Depreciation and amortization	1,313	5,758	4,942	17,362
Total operating costs	11,656	93,940	39,818	153,264
Operating income (loss)	(579)	(72,461)	11,856	(62,258)
Interest expense	4,929	3,126	13,849	6,725
Gain associated with derivative instruments	(3,187)	(6,904)	(6,092)	(13,800)
Foreign currency transaction loss	0	152	102	1,942
Other income, net	(77)	(28)	(193)	(55)
Income (loss) before income taxes	(2,244)	(68,807)	4,190	(57,070)
Provision for (benefit from) income taxes	561	546	385	1,005
Net income (loss)	(2,805)	(69,353)	3,805	(58,075)
Supplemental Income Statement Elements:
Net income (loss) income attributable to limited partner interests	$ (2,805)	$ (69,353)	$ 3,805	$ (56,706)
Weighted average common units outstanding - basic (in shares)	33,764	33,380	33,697	31,573
Common units
Supplemental Income Statement Elements:
Net income (loss) per common unit - basic (usd per share)	$ (0.08)	$ (2.08)	$ 0.11	$ (1.80)
Net income (loss) per common unit - diluted (usd per share)	$ (0.08)	$ (2.08)	$ 0.11	$ (1.80)
Weighted average common units outstanding - basic (in shares)	33,764	33,380	33,697	31,421
Weighted average common units outstanding - diluted (in shares)	33,764	33,380	33,697	31,421
Casper Terminal
Operating costs
Gain on sale of business	$ (9)	$ 0	$ (6,211)	$ 0
Provision for (benefit from) income taxes			0
Nonrelated Party
Operating costs
Operating and maintenance	1,179	2,888	3,955	9,464
Selling, general and administrative	2,012	2,633	8,770	10,885
Related party
Revenues
Revenues	1,287	1,880	3,591	5,620
Operating costs
Operating and maintenance	0	0	0	258
Selling, general and administrative	1,781	2,318	5,760	10,207
Terminalling services | Nonrelated Party
Revenues
Revenues	9,785	19,345	47,888	84,872
Terminalling services | Related party
Revenues
Revenues	740	670	2,186	1,987
Fleet leases | Related party
Revenues
Revenues	373	912	943	2,737
Fleet services | Related party
Revenues
Revenues	0	298	171	896
Freight and other reimbursables
Operating costs
Operating costs	179	254	486	514
Freight and other reimbursables | Nonrelated Party
Revenues
Revenues	5	254	195	514
Freight and other reimbursables | Related party
Revenues
Revenues	174	0	291	0
Subcontracted rail services
Operating costs
Operating costs	2,210	2,742	7,818	10,337
Pipeline fees
Operating costs
Operating costs	$ 2,991	$ 5,735	$ 14,298	$ 22,625

v3.23.3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (2,805)	$ (69,353)	$ 3,805	$ (58,075)
Other comprehensive loss — foreign currency translation	(1,513)	(3,511)	(244)	(4,705)
Comprehensive income (loss)	$ (4,318)	$ (72,864)	$ 3,561	$ (62,780)

v3.23.3

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 3,805	$ (58,075)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	4,942	17,362
Gain associated with derivative instruments	(6,092)	(13,800)
Settlement of derivative contracts	1,148	7,029
Unit based compensation expense	2,842	3,703
Gain on sale of business	(6,211)	0
Loss associated with disposal of assets	0	3
Deferred income taxes	(9)	328
Amortization of deferred financing costs	998	899
Impairment of intangible and long-lived assets	0	71,612
Changes in operating assets and liabilities:
Prepaid expenses, inventory and other assets	1,463	5,271
Net cash provided by (used in) operating activities	(1,020)	28,969
Cash flows from investing activities:
Additions of property and equipment	(649)	(405)
Reimbursement of capital expenditures from collaborative arrangement	0	1,774
Internal-use software development costs	(55)	0
Net proceeds from the sale of business	32,658	0
Acquisition of Hardisty South entities from Sponsor	0	(75,000)
Net cash provided by (used in) investing activities	31,954	(73,631)
Cash flows from financing activities:
Distributions	(2,154)	(11,446)
Payments for deferred financing costs	(203)	(13)
Payments for ongoing refinancing activities	(1,996)	0
Vested phantom units used for payment of participant taxes	(674)	(1,096)
Proceeds from long-term debt	0	75,000
Repayments of long-term debt	(19,100)	(22,396)
Net cash provided by (used in) financing activities	(24,127)	40,049
Effect of exchange rates on cash	(91)	703
Net change in cash, cash equivalents and restricted cash	6,716	(3,910)
Cash, cash equivalents and restricted cash — beginning of period	5,780	12,717
Cash, cash equivalents and restricted cash — end of period	12,496	8,807
Nonrelated Party
Changes in operating assets and liabilities:
Accounts receivable	(118)	4,582
Accounts payable and accrued expenses	1,000	(4,399)
Deferred revenue and other liabilities	(4,081)	(6,824)
Related party
Changes in operating assets and liabilities:
Accounts receivable	(152)	1,688
Accounts payable and accrued expenses	(715)	(760)
Deferred revenue and other liabilities	$ 160	$ 350

v3.23.3

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 8,688	$ 2,530
Restricted cash	3,808	3,250
Prepaid expenses	5,153	3,188
Assets held for sale	19,136	0
Other current assets	2,757	1,746
Total current assets	41,806	13,292
Property and equipment, net	60,099	106,894
Intangible assets, net	51	3,526
Operating lease right-of-use assets	1,174	1,508
Other non-current assets	1,503	1,556
Total assets	104,633	126,776
Current liabilities
Long-term debt, current portion	195,787	214,092
Operating lease liabilities, current	462	700
Liabilities held for sale	300	0
Total current liabilities	209,066	230,936
Operating lease liabilities, non-current	712	688
Total liabilities	213,515	239,180
Commitments and contingencies
Partners’ capital
Accumulated other comprehensive loss	(4,385)	(4,141)
Total partners’ capital	(108,882)	(112,404)
Total liabilities and partners’ capital	104,633	126,776
Common units
Partners’ capital
Common units (33,774,427 and 33,381,187 outstanding at September 30, 2023 and December 31, 2022, respectively)	(104,497)	(108,263)
Nonrelated Party
Current assets
Accounts receivable, net	1,704	2,169
Current liabilities
Accounts payable and accrued expenses	4,626	3,389
Deferred revenue	1,781	3,562
Other current liabilities	5,494	7,907
Other non-current liabilities	3,618	7,556
Related party
Current assets
Accounts receivable, net	560	409
Current liabilities
Accounts payable and accrued expenses	436	1,147
Deferred revenue	125	128
Other current liabilities	55	11
Other non-current liabilities	$ 119	$ 0

v3.23.3

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Nonrelated Party
Accounts receivable, net	$ 1,704	$ 2,169	$ 6,800
Related party
Accounts receivable, net	$ 560	$ 409	$ 2,100
Common units
Limited partners' units outstanding (in shares)	33,774,427	33,381,187

v3.23.3

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands	Total	Accumulated other comprehensive loss	Limited Partner	General Partner units	Common units Limited Partner
Beginning balance (in shares) at Dec. 31, 2021				461,136,000	27,268,878,000
Beginning balance at Dec. 31, 2021		$ (178)		$ 5,678	$ 16,355
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued for vested phantom units (in shares)					361,173,000
Common units issued for vested phantom units					$ (1,096)
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition			$ 18,207
Net income (loss)	$ (58,075)			(1,369)	(56,706)
Unit based compensation expense					3,497
Distributions				$ (59)	$ (11,387)
Acquisition of Hardisty South entities from Sponsor and conversion of General Partner units (in shares)				(461,136,000)	(5,751,136,000)
Acquisition of Hardisty South entities from Sponsor and conversion of General Partner units				$ (22,457)	$ (52,543)
Cumulative translation adjustment		(4,705)
Ending balance (in shares) at Sep. 30, 2022				0	33,381,187,000
Ending balance at Sep. 30, 2022	(106,763)	(4,883)		$ 0	$ (101,880)
Beginning balance (in shares) at Jun. 30, 2022					33,379,431,000
Beginning balance at Jun. 30, 2022		(1,372)			$ (29,373)
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued for vested phantom units (in shares)					1,756,000
Common units issued for vested phantom units					$ (5)
Net income (loss)	(69,353)			$ 0	(69,353)
Unit based compensation expense					1,143
Distributions					$ (4,292)
Cumulative translation adjustment		(3,511)
Ending balance (in shares) at Sep. 30, 2022				0	33,381,187,000
Ending balance at Sep. 30, 2022	(106,763)	(4,883)		$ 0	$ (101,880)
Beginning balance (in shares) at Dec. 31, 2022				0	33,381,187,000
Beginning balance at Dec. 31, 2022	(112,404)	(4,141)		$ 0	$ (108,263)
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued for vested phantom units (in shares)					393,240,000
Common units issued for vested phantom units					$ (674)
Net income (loss)	3,805			0	3,805
Unit based compensation expense					2,789
Distributions				$ 0	$ (2,154)
Cumulative translation adjustment		(244)
Ending balance (in shares) at Sep. 30, 2023				0	33,774,427,000
Ending balance at Sep. 30, 2023	(108,882)	(4,385)		$ 0	$ (104,497)
Beginning balance (in shares) at Jun. 30, 2023					33,758,607,000
Beginning balance at Jun. 30, 2023		(2,872)			$ (102,630)
Increase (Decrease) in Partners' Capital [Roll Forward]
Common units issued for vested phantom units (in shares)					15,820,000
Common units issued for vested phantom units					$ (3)
Net income (loss)	(2,805)			$ 0	(2,805)
Unit based compensation expense					941
Distributions					$ 0
Cumulative translation adjustment		(1,513)
Ending balance (in shares) at Sep. 30, 2023				0	33,774,427,000
Ending balance at Sep. 30, 2023	$ (108,882)	$ (4,385)		$ 0	$ (104,497)

v3.23.3

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	ORGANIZATION AND BASIS OF PRESENTATION USD Partners LP and its consolidated subsidiaries, collectively referred to herein as we, us, our, the Partnership and USDP, is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC, or USD, through its wholly-owned subsidiary, USD Group LLC, or USDG. We were formed to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. We generate substantially all of our operating cash flows from multi-year, take-or-pay contracts with primarily investment grade and other high credit quality customers, including major integrated oil companies, refiners and marketers. Our network of crude oil terminals facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. Our operations include railcar loading and unloading, storage and blending in onsite tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. We also provide 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. A substantial amount of the operating cash flows related to the terminal 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 March 31, 2023, we completed our divestiture of all of the equity interests in our Casper Terminal, which included the Casper Crude to Rail, LLC and CCR Pipeline, LLC entities, for approximately $33 million in cash, subject to customary adjustments. Refer to Note 3. Acquisition and Dispositions — Casper Terminal Divestiture for additional details regarding this disposition. The Casper Terminal was included in our Terminalling Services segment. Basis of Presentation Our accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of our management, our unaudited interim consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, which our management considers necessary to present fairly our financial position as of September 30, 2023, our results of operations for the three and nine months ended September 30, 2023 and 2022, and our cash flows for the nine months ended September 30, 2023 and 2022. We derived our consolidated balance sheet as of December 31, 2022, from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Our results of operations for the three and nine months ended September 30, 2023 and 2022 should not be taken as indicative of the results to be expected for the full year due to fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, changes in the fair market value of our derivative instruments and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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. In August 2023, we entered into an amendment to our Credit Agreement, pursuant to which, among other things, the lenders agreed to forbear through and including October 10, 2023, from exercising any rights or remedies arising from certain defaults or events of default asserted by the Administrative Agent, which we disputed, or certain prospective defaults or events of default under the Credit Agreement and other loan documents arising from, among other things, any failures to disclose certain events that give or may give rise to a Material Adverse Effect, as defined in the Credit Agreement. In October 2023, we entered into a letter agreement to extend this forbearance through November 3, 2023. On November 1, 2023, we entered into a letter agreement, which among other things, extended the forbearance period and temporarily waives, through November 17, 2023, events of default arising from the non-payment of amounts due on the maturity date on November 2, 2023. Refer to Note 19. Subsequent Events — Credit Agreement — Letter Agreements for more information. The maturity date of our Credit Agreement (as defined below) was November 2, 2023. The lenders under our Credit Agreement agreed to forbear and waive the event of default related to our failure to repay borrowings under the Credit Agreement through November 17, 2023, pursuant to the letter agreement, dated November 1, 2023, described under Note 19. Subsequent Events. As a result of the end of such waiver and forbearance period 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 by November 17, 2023, we do not currently have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due, nor do we expect cash flow from our current operations to provide sufficient funds for such repayment. In addition, there is uncertainty in our ability to remain in compliance with the covenants contained in our amended Credit Agreement for a period of 12 months after the date these financial statements were issued. We are currently not projected to have sufficient cash on hand or available liquidity to repay the Credit Agreement should the lenders not agree to a forbearance or provide a further waiver or amendment and declare all outstanding indebtedness thereunder to be immediately due and payable. The conditions described above raise substantial doubt about our ability to continue as a going concern for the next 12 months. We are currently in discussions with our lenders and other potential capital providers and pursuing plans to refinance or replace 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, extension or replacement would be on terms favorable to us. Moreover, our ability to refinance our outstanding indebtedness under, or extend the maturity date of, our Credit Agreement is expected to 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 further prolonged delays in doing so. As a result of our liquidity position, we may be required to sell assets, including the Stroud Terminal, for less than carrying value to satisfy debt obligations. Due to the substantial doubt about our ability to continue as a going concern discussed above, as of September 30, 2023, 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. Continued Listing Standard Notice from New York Stock Exchange On July 26, 2023, we received a notice from the New York Stock Exchange, or NYSE, that we are not in compliance with the continued listing criteria under Section 802.01C of the NYSE’s Listed Company Manual, or Section 802.01C, because the average closing price of our common units was less than $1.00 over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we have six months from the date of the receipt of the non-compliance notice to cure the deficiency and regain compliance by having a closing price of at least $1.00 per unit on the last trading day of any calendar month during the six-month cure period and an average closing unit price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or by meeting such standards on the last trading day of the cure period. The notification has no immediate effect on the listing of our common units on the NYSE. Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position. Foreign Currency Translation We conduct a substantial portion of our operations in Canada, which we account for in the local currency, the Canadian dollar. We translate most Canadian dollar denominated balance sheet accounts into our reporting currency, the U.S. dollar, at the end of period exchange rate, while most accounts in our statement of operations accounts are translated into our reporting currency based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount. US Development Group, LLC USD and its affiliates are engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USD is the indirect owner of our general partner through its direct ownership of USDG and is currently owned by Energy Capital Partners, Goldman Sachs and certain of USD’s management team.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Assets Held For Sale We classify long-lived assets intended to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. We assess the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. For the three and nine months ended September 30, 2023 and 2022, there were no losses recorded on our held for sale assets. Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, we discontinue depreciation and amortization and report long-lived assets and liabilities of the disposal group in the line items “Assets held for sale” and “Liabilities held for sale” in our consolidated balance sheets. Internal-use Software We capitalize certain internal-use software costs in accordance with Accounting Standard Codification, or ASC, 350-40, which are included in intangible assets. ASC 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. We currently are amortizing these assets over a useful life of five years in the line item “Depreciation and amortization” in our consolidated statement of operations. Maintenance of and minor upgrades to internal-use software are classified as selling, general, and administrative expenses as incurred. Recently Adopted Accounting Pronouncements 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 was permitted. We adopted all the provisions of ASU 2022-04 on January 1, 2023. Refer to Note 10. Debt for additional details regarding our adoption of ASU 2022-04.

v3.23.3

ACQUISITIONS AND DISPOSITIONS	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS AND DISPOSITIONS	ACQUISITIONS AND DISPOSITIONS Hardisty South Terminal Acquisition 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 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. Casper Terminal Divestiture On March 31, 2023, we completed our divestiture of 100% of the equity interests in our Casper Terminal, which included the Casper Crude to Rail, LLC and CCR Pipeline, LLC entities, for approximately $33.0 million in cash, subject to customary adjustments. The Casper Terminal entities had a carrying value of $26.8 million at the time of sale. The Casper Terminal was included in our Terminalling services segment. The Casper crude oil terminal, located in Casper, Wyoming, primarily consists of unit train-capable railcar loading capacity in excess of 100,000 barrels per day, six customer-dedicated storage tanks with 900,000 barrels of total capacity and a six-mile, 24-inch diameter pipeline with a direct connection from the Express Pipeline. We recognized a gain of $6.2 million from the sale of the terminal which we recorded as “Gain on sale of business” in our consolidated statement of operations. The gain on sale of business that resulted from the sale of the Casper Terminal was not subject to income tax as the entity is included within our partnership structure. Therefore, no impact was reflected within the “Provision for income taxes” recognized in the nine months ended September 30, 2023 in our consolidated statements of operations.

v3.23.3

NET INCOME PER LIMITED PARTNER INTEREST	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
NET INCOME PER LIMITED PARTNER INTEREST	NET INCOME PER LIMITED 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, 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. We determined basic and diluted net income per limited partner unit as set forth in the following tables: For the Three Months Ended September 30, 2023 Common Units General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to limited partner interests in USD Partners LP $ (2,805) $ —  $ (2,805) Less: Distributable earnings (1) —  —  —  Net loss $ (2,805) $ —  $ (2,805) Weighted average units outstanding (2) 33,764  —  33,764  Net loss per limited partner unit (basic and diluted) (3) $ (0.08)      (1)    There were no distributions payable for the three months ended September 30, 2023. Refer to Note 16. Partners’ Capital for further information. (2)    Represents the weighted average units outstanding for the period. (3)    Our computation of net loss per limited partner unit excludes the effects of 1,418,607 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. . For the Three Months Ended September 30, 2022 Common Units General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to limited partner interests in USD Partners LP $ (69,353) $ —  $ (69,353) Less: Distributable earnings (1) 4,292  —  4,292  Distributions in excess of earnings $ (73,645) $ —  $ (73,645) Weighted average units outstanding (2) 33,380  —  33,380  Distributable earnings per unit (3) $ 0.13  Overdistributed earnings per unit (4) (2.21) Net loss per limited partner unit (basic and diluted) (5) $ (2.08)      (1)Represents the distributions paid for the period based upon the quarterly distribution amount of $0.1235 per unit or $0.494 per unit on an annualized basis for the three months ended September 30, 2022. Amounts presented for each class of units include a proportionate amount of the $169 thousand distributed to holders of the Equity classified Phantom Units pursuant to the distribution equivalent rights granted under the Amended LTIP Plan. (2)Represents the weighted average units outstanding for the period. (3)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (4)Represents the distributions in excess of earnings divided by the weighted average number of units outstanding. (5)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. For the Nine Months Ended September 30, 2023 Common Units General Partner Units Total (in thousands, except per unit amounts) Net income attributable to limited partner interests in USD Partners LP $ 3,805  $ —  $ 3,805  Less: Distributable earnings (1) —  —  —  Excess net income $ 3,805  $ —  $ 3,805  Weighted average units outstanding (2) 33,697  —  33,697  Distributable earnings per unit (3) $ —  Underdistributed earnings per unit (4) 0.11  Net income per limited partner unit (basic and diluted) (5) $ 0.11       (1)There were no distributions paid or payable for the nine months ended September 30, 2023. Refer to Note 16. Partners’ Capital for further information. (2)Represents the weighted average units outstanding for the period. (3)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (4)Represents the additional amount per unit necessary to distribute the excess net income for the period among our limited partners. (5)Our computation of net income per limited partner unit excludes the effects of 1,418,607 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. For the Nine Months Ended September 30, 2022 Common Units General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests in USD Partners LP (1) $ (56,706) $ (1,369) $ (58,075) Less: Distributable earnings (2) 12,217  3  12,220  Distributions in excess of earnings $ (68,923) $ (1,372) $ (70,295) Weighted average units outstanding (3) 31,421  152  31,573  Distributable earnings per unit (4) $ 0.39  Overdistributed earnings per unit (5) (2.19) Net loss per limited partner unit (basic and diluted)(6) $ (1.80)      (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, June 30 and September 30, 2022. Amounts presented for each class of units include a proportionate amount of the $506 thousand distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the Amended LTIP Plan. (3)Represents the weighted average units outstanding for the period. (4)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5)Represents distributions in excess of earnings divided by the weighted average number of units outstanding. (6)Our computation of loss income 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.

v3.23.3

REVENUES	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUES	REVENUES Disaggregated Revenues We manage our business in two reportable segments: Terminalling services and Fleet services. Our segments offer different services and are managed accordingly. Our chief operating decision maker, or CODM, regularly reviews financial information about both segments in order to allocate resources and evaluate performance. As such, we have concluded that disaggregating revenue by reporting segments appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 14. Segment Reporting for our disaggregated revenues by segment. Additionally, the below tables summarize the geographic data for our revenues: Three Months Ended September 30, 2023 U.S. Canada Total (in thousands) Third party $ 1,380  $ 8,410  $ 9,790  Related party $ 1,286  $ 1  $ 1,287  Three Months Ended September 30, 2022 U.S. Canada Total (in thousands) Third party $ 2,505  $ 17,094  $ 19,599  Related party $ 1,880  $ —  $ 1,880  Nine Months Ended September 30, 2023 U.S. Canada Total (in thousands) Third party $ 4,994  $ 43,089  $ 48,083  Related party $ 3,532  $ 59  $ 3,591  Nine Months Ended September 30, 2022 U.S. Canada Total (in thousands) Third party $ 15,812  $ 69,574  $ 85,386  Related party $ 5,620  $ —  $ 5,620  Remaining Performance Obligations The transaction price allocated to the remaining performance obligations associated with our Terminal Service Agreements as of September 30, 2023 are as follows for the periods indicated: Three months ending December 31, 2023 2024 2025 2026 2027 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 9,597  $ 37,609  $ 26,027  $ 24,976  $ 21,066  $ 75,488  $ 194,763       (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 0.7432 U.S. dollars for each Canadian dollar at September 30, 2023. (2)Includes fixed monthly minimum commitment fees per contracts 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 $0.1 million and $0.4 million deferred revenue at September 30, 2023 and December 31, 2022, 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 tables present the amounts outstanding on our consolidated balance sheets and changes associated with the balance of our deferred revenue for the nine months ended September 30, 2023 and 2022: December 31, 2022 Cash Additions for Customer Prepayments Balance Sheet Reclassification Revenue Recognized September 30, 2023 (in thousands) Deferred revenue (1) $ 3,562  $ 1,781  $ —  $ (3,562) $ 1,781  Other current liabilities (2) $ 5,681  $ —  $ 508  $ (5,160) $ 1,029  Other non-current liabilities (2) $ 3,943  $ 166  $ (508) $ —  $ 3,601       (1)    Includes deferred revenue of $0.1 million and $0.4 million at September 30, 2023 and December 31, 2022, for estimated breakage associated with the make-up right options we granted our customers as discussed above. For the three months ended September 30, 2023, we recognized $1.7 million of previously deferred revenue. (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 $15 thousand and “Other non-current liabilities” presented has been decreased by $10 thousand due to the impact of the change in the end of period exchange rate between September 30, 2023 and December 31, 2022. For the three months ended September 30, 2023, we recognized $0.6 million of revenue related to contract liabilities included in “Other current liabilities.” December 31, 2021 Cash Additions for Customer Prepayments Balance Sheet Reclassification Revenue Recognized September 30, 2022 (in thousands) Deferred revenue (1) $ 7,575  $ 3,482  $ —  $ (7,575) $ 3,482  Other current liabilities (2) $ 6,755  $ —  $ 5,168  $ (4,553) $ 7,370  Other non-current liabilities (2) $ 9,482  $ 88  $ (5,168) $ —  $ 4,402       (1)    Includes deferred revenue of $0.3 million and $1.4 million at September 30, 2022 and December 31, 2021, for estimated breakage associated with the make-up right options we granted our customers as discussed above. For the three months ended September 30, 2022, we recognized $2.7 million of previously deferred revenue. (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 $512 thousand and “Other non-current liabilities” presented has been decreased by $719 thousand due to the impact of the change in the end of period exchange rate between September 30, 2022 and December 31, 2021. For the three months ended September 30, 2022, we recognized $2.9 million of revenue related to contract liabilities included in “Other current liabilities.” 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 September 30, 2023 and 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. Refer to Note 8. Leases for additional discussion of our lease revenues. Accounts Receivable The balances of “Accounts receivable, net” and “Accounts receivable - related party” were $6.8 million and $2.1 million as of December 31, 2021, respectively.

v3.23.3

RESTRICTED CASH	9 Months Ended
	Sep. 30, 2023
Cash and Cash Equivalents [Abstract]
RESTRICTED CASH	RESTRICTED CASHWe 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 11. Collaborative Arrangement. In addition, we have an indemnity escrow account of $2.0 million included in our restricted cash amounts associated with the divestiture of our Casper Terminal that is required to be held for one year from the March 31, 2023 closing date of the sale of the terminal. Refer to Note 3. Acquisitions and Dispositions for a further discussion of the Casper Terminal divestiture. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amounts shown in our consolidated statements of cash flows for the specified periods: September 30, 2023 2022 (in thousands) Cash and cash equivalents $ 8,688  $ 4,766  Restricted cash 3,808  4,041  Total cash, cash equivalents and restricted cash $ 12,496  $ 8,807

v3.23.3

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Our property and equipment is comprised of the following asset classifications as of the dates indicated: September 30, 2023 December 31, 2022 Estimated Useful Lives (Years) (in thousands) Land $ 2,807  $ 10,110  N/A Trackage and facilities 84,018  108,325  10-30 Pipeline —  12,759  20-30 Equipment 14,541  22,553  3-20 Furniture 63  84  5-10 Total property and equipment 101,429  153,831  Accumulated depreciation (41,505) (47,360) Construction in progress (1) 175  423  Property and equipment, net $ 60,099  $ 106,894       (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 expense associated with property and equipment totaled $1.3 million and $2.6 million for the three months ended September 30, 2023 and 2022, respectively, and $4.8 million and $7.9 million, for the nine months ended September 30, 2023 and 2022. Stroud Terminal During the second quarter of 2023 our board of directors of our general partner approved the sale of the Stroud Terminal and we classified it as held for sale in our consolidated balance sheets. We currently expect that a sale of the terminal could occur in late 2023 or early 2024. The Stroud Terminal is included in our Terminalling Services Segment. As a result of classifying our Stroud Terminal as held for sale, we evaluated the terminal’s fair value. We measured the fair value of our Stroud Terminal long-lived assets using an income analysis approach. The significant unobservable inputs used in our analysis include the following: •no capital expenditures for additional terminalling connectivity; •incremental volumes expected at our Stroud Terminal of approximately 27,500 bpd on an annual basis for terminalling services; •a weighted average cost of capital of 22%; and •a capital structure consisting of approximately 45% debt and 55% equity. The key assumptions listed above were based upon economic and other operational conditions existing at or prior to the May 31, 2023 valuation date. Our weighted average cost of capital is subject to variability and is dependent upon such factors as changes in benchmark rates of interest established by the Federal Open Market Committee of the Federal Reserve Board and other central banking regulatory authorities, as well as perceptions of risk and market uncertainty regarding our business, industry and those of our peers and our underlying capital structure. Each of the above assumptions are likely to change due to economic uncertainty surrounding global and North American energy markets that are highly correlated with crude oil, natural gas and other energy-related commodity prices and other market factors. Assumptions we make under the income approach include our projections of future financial performance of the Stroud Terminal, which include our ability to enter into contracts with new customers. To the extent that our assumptions vary from what we experience in the future, our projections of future financial performance underlying the fair value derived from the income approach for the Stroud Terminal could yield results that are significantly different from those projected. As indicated above, our estimate of fair value for the Stroud Terminal required us to use significant unobservable inputs representative of Level 3 fair value measurements, including assumptions related to the future performance of our Stroud Terminal. During the second quarter of 2023, we completed the fair value analysis and determined that the fair value of the Stroud Terminal exceeded its carrying value at May 31, 2023. We re-evaluated the fair value of our Stroud Terminal at September 30, 2023 and determined that the fair value exceeded the carrying value and we continue to have no identified impairment. 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 significant unobservable inputs 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; and 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. 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 recognized a non-cash impairment loss of $36.0 million for the three and nine months ended September 30, 2022, to write down the property, plant and equipment of the terminal to its fair market value, the charge for which we included in “Impairment of intangible and long-lived assets” within our consolidated statements of operations. The Casper Terminal was included in our Terminalling services segment as reported in our segment results included in Note 14. Segment Reporting. Subsequently, on March 31, 2023, we sold our Casper Terminal as discussed in Note 3. Acquisitions and Dispositions and removed the remaining balances recorded in property and equipment associated with the Casper Terminal.

v3.23.3

LEASES	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
LEASES	LEASES Lessee We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. September 30, 2023 December 31, 2022 Weighted-average discount rate 6.3  % 4.1  % Weighted average remaining lease term in years 5.52 years 5.07 years Our total lease cost consisted of the following items for the dates indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Operating lease cost $ 405  $ 1,375  $ 1,058  $ 4,280  Short term lease cost 121  131  182  292  Variable lease cost —  4  7  35  Sublease income (373) (1,280) (943) (3,842) Total $ 153  $ 230  $ 304  $ 765  The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancellable operating leases as of September 30, 2023 (in thousands): 2023 $ 501  2024 115  2025 114  2026 117  2027 121  Thereafter 384  Total lease payments $ 1,352  Less: imputed interest (178) Present value of lease liabilities $ 1,174  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 noncancellable terms that are designed to recover our costs associated with leasing the railcars plus a fee for providing this service. In addition to these leases we also have lease income from storage tanks 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 12. Transactions with Related Parties for additional discussion. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except weighted average term) Lease income (1) $ 1,114  $ 2,501  $ 3,412  $ 7,481  Weighted average remaining lease term in years 3.05          (1)Lease income presented above includes lease income from related parties. Refer to Note 12. Transactions with Related Parties for additional discussion of lease income from a related party. In addition, lease income as discussed above totaling $0.7 million and $1.6 million for the three months ended September 30, 2023 and 2022, respectively, and $2.5 million and $4.7 million for the nine months ended September 30, 2023 and 2022, respectively, is included in “Terminalling services” and “Terminalling services — related party” revenues on our consolidated statements 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 noncancellable operating leases as of September 30, 2023 (in thousands):  2023 $ 1,131  2024 2,947  2025 2,936  2026 2,687  Total $ 9,701
LEASES	LEASES Lessee We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. September 30, 2023 December 31, 2022 Weighted-average discount rate 6.3  % 4.1  % Weighted average remaining lease term in years 5.52 years 5.07 years Our total lease cost consisted of the following items for the dates indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Operating lease cost $ 405  $ 1,375  $ 1,058  $ 4,280  Short term lease cost 121  131  182  292  Variable lease cost —  4  7  35  Sublease income (373) (1,280) (943) (3,842) Total $ 153  $ 230  $ 304  $ 765  The maturity analysis below presents the undiscounted cash payments we expect to make each period for property that we lease from others under noncancellable operating leases as of September 30, 2023 (in thousands): 2023 $ 501  2024 115  2025 114  2026 117  2027 121  Thereafter 384  Total lease payments $ 1,352  Less: imputed interest (178) Present value of lease liabilities $ 1,174  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 noncancellable terms that are designed to recover our costs associated with leasing the railcars plus a fee for providing this service. In addition to these leases we also have lease income from storage tanks 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 12. Transactions with Related Parties for additional discussion. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except weighted average term) Lease income (1) $ 1,114  $ 2,501  $ 3,412  $ 7,481  Weighted average remaining lease term in years 3.05          (1)Lease income presented above includes lease income from related parties. Refer to Note 12. Transactions with Related Parties for additional discussion of lease income from a related party. In addition, lease income as discussed above totaling $0.7 million and $1.6 million for the three months ended September 30, 2023 and 2022, respectively, and $2.5 million and $4.7 million for the nine months ended September 30, 2023 and 2022, respectively, is included in “Terminalling services” and “Terminalling services — related party” revenues on our consolidated statements 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 noncancellable operating leases as of September 30, 2023 (in thousands):  2023 $ 1,131  2024 2,947  2025 2,936  2026 2,687  Total $ 9,701

v3.23.3

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	INTANGIBLE ASSETS The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: September 30, 2023 December 31, 2022 (in thousands) Carrying amount: Customer service agreements $ —  $ 3,832  Other 55  —  Total carrying amount 55  3,832  Accumulated amortization: Customer service agreements —  (306) Other (4) —  Total accumulated amortization (4) (306) Total intangible assets, net $ 51  $ 3,526  Our current intangible assets at September 30, 2023, originated as internally developed software for internal use. Refer to Note 2. Summary of Significant Accounting Policies — Internal-use Software for further details. Amortization expense associated with intangible assets totaled $0.1 million for the nine months ended September 30, 2023 and $3.2 million and $9.5 million for the three and nine months ended September 30, 2022, respectively. We had no significant amortization expense for the three months ended September 30, 2023. Our identifiable intangible assets through December 31, 2022, originated from the acquisition of the Casper Terminal. As previously discussed in Note 7. 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 three and nine months ended September 30, 2022. At December 31, 2022, we had a remaining intangible asset balance of $3.5 million in our consolidated balance sheet. Subsequently, on March 31, 2023, we sold our Casper Terminal as discussed in Note 3. Acquisitions and Dispositions and removed the remaining balances recorded in our intangible assets associated with the Casper Terminal.

v3.23.3

DEBT	9 Months Ended
	Sep. 30, 2023
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 in October 2021 and January and August of 2023 as discussed 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. In October 2021, we entered into an amendment to our Credit Agreement, with a syndicate of lenders. This 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. In addition, in January 2023, we executed another amendment. Among other things, this 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 was 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 was 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 this 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. This amendment also increased 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. On August 8, 2023 we executed another amendment. Pursuant to this amendment, subject to certain terms and conditions, the lenders agreed to forbear through and including October 10, 2023, from exercising any rights or remedies arising from certain defaults or events of default asserted by the Administrative Agent, which we disputed, or certain prospective defaults or events of default under the Credit Agreement and other loan documents arising from, among other things, any failure to disclose certain events that give or may give rise to a Material Adverse Effect. Pursuant to the amendment, on October 10, 2023, the Borrowers were deemed to have waived any defenses to the defaults or events of default asserted by the Administrative Agent. Among other things, we agreed that we will not make any additional requests for new borrowings or letters of credit, or convert outstanding loans from one type to another, in each case under the Credit Agreement. In addition, among other things, this amendment requires us to provide additional financial and operational reporting to the Administrative Agent and the lenders, and further restricts the ability for us, without the consent of the Administrative Agent and lenders holding at least a majority of outstanding loans under the Credit Agreement, to incur additional indebtedness, to make additional investments or restricted payments, to sell additional assets or to incur growth capital expenditures. In addition, unless otherwise agreed by the Administrative Agent and lenders holding at least a majority of outstanding loans under the Credit Agreement, we are required to apply 100% of the net cash proceeds from any asset sales to repay borrowings outstanding under the Credit Agreement. Therefore, as of September 30, 2023, we have no available capacity under our Credit Agreement. Our deferred financing costs from our Credit Agreement are amortized over the remaining term of the Credit Agreement using the straight line method, which approximates the effective interest rate method. Our Credit Agreement matured on November 2, 2023 and, as described under Note 19. Subsequent Events, the lenders under our Credit Agreement agreed to waive, through November 17, 2023, events of default arising from the non-payment of amounts due on the maturity date. 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. Our Credit Agreement contains customary representations, warranties, covenants and events of default for facilities of this type. To the extent we are able to incur borrowings under our Credit Agreement, such borrowings and any issuances of letters of credit are available for working capital, capital expenditures, general partnership purposes and continue the indebtedness outstanding under the Previous Credit Agreement. The Credit Agreement includes an aggregate $20 million sublimit for standby letters of credit and a $20 million sublimit for swingline loans. Obligations under the Credit Agreement are guaranteed by our restricted subsidiaries (as such term is defined therein) and are secured by a first priority lien on our assets and those of our restricted subsidiaries, other than certain excluded assets. Our long-term debt balances included the following components as of the specified dates: September 30, 2023 December 31, 2022 (in thousands) Credit Agreement $ 195,900  $ 215,000  Less: Deferred financing costs, net (113) (908) Less: Long-term debt, current portion (195,787) (214,092) Total long-term debt, net $ —  $ —  The weighted average interest rate on our outstanding indebtedness was 9.29% and 6.92% at September 30, 2023 and December 31, 2022, respectively, without consideration to the effect of our derivative contracts. In addition to the interest we incur on our outstanding indebtedness, we paid commitment fees of 0.5% on unused commitments at September 30, 2023, which rate will vary based on our consolidated net leverage ratio, as defined in our Credit Agreement. At September 30, 2023, we were not in compliance with the total leverage ratio and interest coverage covenants set forth in our Credit Agreement. However, we were not considered to be in default with our banks due to the agreed upon forbearance period as discussed in Note 19. Subsequent Events — Credit Agreement — Letter Agreements. Interest expense associated with our outstanding indebtedness was as follows for the specified periods: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Interest expense on the Credit Agreement $ 4,589  $ 2,855  $ 12,851  $ 5,826  Amortization of deferred financing costs 340  271  998  899  Total interest expense $ 4,929  $ 3,126  $ 13,849  $ 6,725  Subsequent to September 30, 2023, we entered into letter agreements relating to the Credit Agreement. We have incurred $3.1 million for costs associated with the ongoing refinancing process of our Credit Agreement that has been included in “Prepaid Expenses” on our consolidated balance sheet as of September 30, 2023. Refer to Note 19. Subsequent Events — Credit Agreement — Letter Agreements for more information. Supplier Financing Agreement We have agreements with a third party that allows a provider of some of our received services to finance payment obligations from us with a designated third-party financial institution associated with insurance for certain of our terminals. The extended payment terms that we have with this supplier for these arrangements is nine months from the execution of the insurance contract. We are not required to provide collateral to the financial institution. Our outstanding payment obligation under these arrangements was $205 thousand and $19 thousand at September 30, 2023 and December 31, 2022, respectively, recorded in “Other current liabilities” on our consolidated balance sheets.

v3.23.3

COLLABORATIVE ARRANGEMENT	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
COLLABORATIVE ARRANGEMENT	COLLABORATIVE ARRANGEMENTWe 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 $3.0 million and $5.7 million, for the three months ended September 30, 2023 and 2022, respectively, and $14.3 million and $22.6 million for the nine months ended September 30, 2023 and 2022, respectively, which are presented as “Pipeline fees” in our consolidated statements of operations.

v3.23.3

TRANSACTIONS WITH RELATED PARTIES	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
TRANSACTIONS WITH RELATED PARTIES	TRANSACTIONS WITH RELATED PARTIES Nature of Relationship with Related Parties USD is engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and other energy-related infrastructure across North America. USD is also the sole owner of USDG and the ultimate parent of our general partner. USD is owned by Energy Capital Partners, Goldman Sachs and certain members of its management. USDG is the sole owner of our general partner and at September 30, 2023, owns 17,308,226 of our common units representing a 51.2% limited partner interest in us. As of September 30, 2023, 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 party to an omnibus agreement with USD, USDG and certain of their subsidiaries, or the Omnibus Agreement, including our general partner, pursuant to which we obtain and make payments for specified services provided to us and for out-of-pocket costs incurred on our behalf. We pay USDG, in equal monthly installments, the annual amount USDG estimates will be payable by us during the calendar year for providing services for our benefit. The Omnibus Agreement provides that this amount may be adjusted annually to reflect, among other things, changes in the scope of the general and administrative services provided to us due to a contribution, acquisition or disposition of assets by us or our subsidiaries, or for changes in any law, rule or regulation applicable to us, which affects the cost of providing the general and administrative services. We also reimburse USDG for any out-of-pocket costs and expenses incurred on our behalf in providing general and administrative services to us. This reimbursement is in addition to the amounts we pay to reimburse our general partner and its affiliates for certain costs and expenses incurred on our behalf for managing our business and operations, as required by our partnership agreement. The total amounts charged to us under the Omnibus Agreement for the three months ended September 30, 2023 and 2022 was $1.8 million and $2.3 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $5.8 million and $6.9 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 $0.3 million and $0.8 million with respect to these costs at September 30, 2023 and December 31, 2022, 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 nine months ended September 30, 2022 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 canceled and a similar agreement was established with us. As such, there was no associated expense for the three and nine months ended September 30, 2023 and the three months ended September 30, 2022 related to the agreement included in “Selling, general, and administrative — related party” in our consolidated statements of operations. 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 right of first offer, or ROFO, with respect to midstream projects developed by USDG. There were no payments made under the Stroud Terminal MSA during the periods presented in this Report. Marketing Services Agreement — West Colton Terminal In June 2021, we entered into a 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 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 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. Related Party Revenue and Deferred Revenue As previously discussed, we entered into a Terminal Services Agreement at our West Colton Terminal with USDCF that became effective in December 2021. We include amounts received pursuant to the arrangement as revenue in the table below under “Terminalling services — related party” in our consolidated statements of operations. We also have agreements to provide fleet services for USDM, which includes reimbursement to us for certain out-of-pocket expenses we incur. 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 revenues from USD and affiliates are presented below in the following table for the indicated periods: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Terminalling services — related party $ 740  $ 670  $ 2,186  $ 1,987  Fleet leases — related party 373  912  943  2,737  Fleet services — related party —  298  171  896  Freight and other reimbursables — related party 174  —  291  —  $ 1,287  $ 1,880  $ 3,591  $ 5,620  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 (1) : September 30, 2023 December 31, 2022 (in thousands) Accounts receivable — related party $ 560  $ 409  Accounts payable and accrued expenses — related party (1) $ 182  $ 382  Other current and non-current liabilities — related party (2) $ 174  $ 11  Deferred revenue — related party (3) $ 125  $ 128           (1)The table presented above does not include amounts payable to related parties associated with the Omnibus Agreement that are recorded to “Accounts payable and accrued expenses — related party” as discussed above. (2)Represents contract liabilities associated with lease agreements with USDM and USDCF. (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.

v3.23.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIESFrom time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. We do not believe that we are currently a party to any such proceedings that will have a material adverse impact on our financial condition or results of operations.

v3.23.3

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING We manage our business in two reportable segments: Terminalling services and Fleet services. The Terminalling services segment charges minimum monthly commitment fees under multi-year take-or-pay contracts to load and unload various grades of crude oil into and from railcars, as well as fixed fees per gallon to transload ethanol 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. 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. 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 of segment profitability disclosed 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. Three Months Ended September 30, 2023 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 9,785  $ —  $ —  $ 9,785  Terminalling services — related party 740  —  —  740  Fleet leases — related party —  373  —  373  Fleet services — related party —  —  —  —  Freight and other reimbursables 5  —  —  5  Freight and other reimbursables — related party 44  130  —  174  Total revenues 10,574  503  —  11,077  Operating costs Subcontracted rail services 2,210  —  —  2,210  Pipeline fees 2,991  —  —  2,991  Freight and other reimbursables 49  130  —  179  Operating and maintenance 807  372  —  1,179  Selling, general and administrative 837  14  2,942  3,793  Impairment of intangible and long-lived assets —  —  —  —  Gain on sale of business —  —  (9) (9) Depreciation and amortization 1,313  —  —  1,313  Total operating costs 8,207  516  2,933  11,656  Operating income (loss) 2,367  (13) (2,933) (579) Interest expense 4  —  4,925  4,929  Gain associated with derivative instruments —  —  (3,187) (3,187) Foreign currency transaction loss (gain) 114  (4) (110) —  Other income, net (61) —  (16) (77) Provision for (benefit from) income taxes 571  (10) —  561  Net income (loss) $ 1,739  $ 1  $ (4,545) $ (2,805) Three Months Ended September 30, 2022 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 19,345  $ —  $ —  $ 19,345  Terminalling services — related party 670  —  —  670  Fleet leases — related party —  912  —  912  Fleet services — related party —  298  —  298  Freight and other reimbursables 254  —  —  254  Freight and other reimbursables — related party —  —  —  —  Total revenues 20,269  1,210  —  21,479  Operating costs Subcontracted rail services 2,742  —  —  2,742  Pipeline fees 5,735  —  —  5,735  Freight and other reimbursables 254  —  —  254  Operating and maintenance 1,919  969  —  2,888  Selling, general and administrative 1,653  36  3,262  4,951  Impairment of intangible and long-lived assets 71,612  —  —  71,612  Gain on sale of business —  —  —  —  Depreciation and amortization 5,758  —  —  5,758  Total operating costs 89,673  1,005  3,262  93,940  Operating income (loss) (69,404) 205  (3,262) (72,461) Interest expense 4  —  3,122  3,126  Gain associated with derivative instruments —  —  (6,904) (6,904) Foreign currency transaction loss 97  1  54  152  Other income, net (23) (1) (4) (28) Provision for income taxes 473  73  —  546  Net income (loss) $ (69,955) $ 132  $ 470  $ (69,353) Nine Months Ended September 30, 2023 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 47,888  $ —  $ —  $ 47,888  Terminalling services — related party 2,186  —  —  2,186  Fleet leases — related party —  943  —  943  Fleet services — related party —  171  —  171  Freight and other reimbursables 195  —  —  195  Freight and other reimbursables — related party 159  132  —  291  Total revenues 50,428  1,246  —  51,674  Operating costs Subcontracted rail services 7,818  —  —  7,818  Pipeline fees 14,298  —  —  14,298  Freight and other reimbursables 354  132  —  486  Operating and maintenance 2,990  965  —  3,955  Selling, general and administrative 2,973  56  11,501  14,530  Impairment of intangible and long-lived assets —  —  —  —  Gain on sale of business —  —  (6,211) (6,211) Depreciation and amortization 4,942  —  —  4,942  Total operating costs 33,375  1,153  5,290  39,818  Operating income (loss) 17,053  93  (5,290) 11,856  Interest expense 8  —  13,841  13,849  Gain associated with derivative instruments —  —  (6,092) (6,092) Foreign currency transaction loss (gain) 157  —  (55) 102  Other income, net (151) —  (42) (193) Provision for (benefit from) income taxes 417  (32) —  385  Net income (loss) $ 16,622  $ 125  $ (12,942) $ 3,805  Nine Months Ended September 30, 2022 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 84,872  $ —  $ —  $ 84,872  Terminalling services — related party 1,987  —  —  1,987  Fleet leases — related party —  2,737  —  2,737  Fleet services — related party —  896  —  896  Freight and other reimbursables 514  —  —  514  Freight and other reimbursables — related party —  —  —  —  Total revenues 87,373  3,633  —  91,006  Operating costs Subcontracted rail services 10,337  —  —  10,337  Pipeline fees 22,625  —  —  22,625  Freight and other reimbursables 514  —  —  514  Operating and maintenance 6,788  2,934  —  9,722  Selling, general and administrative 8,090  126  12,876  21,092  Impairment of intangible and long-lived assets 71,612  —  —  71,612  Gain on sale of business —  —  —  —  Depreciation and amortization 17,362  —  —  17,362  Total operating costs 137,328  3,060  12,876  153,264  Operating income (loss) (49,955) 573  (12,876) (62,258) Interest expense 122  —  6,603  6,725  Gain associated with derivative instruments —  —  (13,800) (13,800) Foreign currency transaction loss 1,836  2  104  1,942  Other income, net (47) (3) (5) (55) Provision for income taxes 884  121  —  1,005  Net income (loss) $ (52,750) $ 453  $ (5,778) $ (58,075) Segment Adjusted EBITDA The following tables present the computation of Segment Adjusted EBITDA, which is a measure of segment profitability disclosed in accordance with GAAP, for each of our segments for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, Terminalling Services Segment 2023 2022 2023 2022 (in thousands) Net income (loss) $ 1,739  $ (69,955) $ 16,622  $ (52,750) Interest income, net (1) (56) (18) (139) 97  Depreciation and amortization 1,313  5,758  4,942  17,362  Provision for income taxes 571  473  417  884  Foreign currency transaction loss (2) 114  97  157  1,836  Loss associated with disposal of assets —  —  —  3  Impairment of intangible and long-lived assets —  71,612  —  71,612  Non-cash deferred amounts (3) (180) (1,475) (3,482) (3,361) Segment Adjusted EBITDA attributable to Hardisty South entities prior to acquisition (4) —  —  —  (258) Segment Adjusted EBITDA $ 3,501  $ 6,492  $ 18,517  $ 35,425       (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 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. Three Months Ended September 30, Nine Months Ended September 30, Fleet Services Segment 2023 2022 2023 2022 (in thousands) Net income $ 1  $ 132  $ 125  $ 453  Interest income (1) —  (1) —  (3) Foreign currency transaction loss (gain) (2) (4) 1  —  2  Provision for (benefit from) income taxes $ (10) $ 73  $ (32) $ 121  Segment Adjusted EBITDA $ (13) $ 205  $ 93  $ 573       (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.

v3.23.3

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2023
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 In October 2022, we terminated and settled our existing interest rate swap and simultaneously entered into a new interest rate swap. 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. Subsequent to September 30, 2023, we settled the interest rate swap discussed above for cash proceeds. Refer to Note 19. Subsequent Events for more information. Derivative Positions We record all of our derivative financial instruments at their fair values in the line items specified below within our consolidated balance sheets, the amounts of which were as follows at the dates indicated: September 30, 2023 December 31, 2022 (in thousands) Other current assets $ 2,530  $ 1,448  Other non-current assets 275  —  Other non-current liabilities —  (3,587) $ 2,805  $ (2,139) We have not designated our derivative financial instruments as hedges of our interest rate exposure. As a result, changes in the fair value of these derivatives are recorded as “Gain associated with derivative instruments” in our consolidated statements of operations. The gains or losses associated with changes in the fair value of our derivative contracts do not affect our cash flows until the underlying contract is settled by making or receiving a payment to or from the counterparty. In connection with our derivative activities, we recognized the following amounts during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Gain associated with derivative instruments $ (3,187) $ (6,904) $ (6,092) $ (13,800) 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: September 30, 2023 December 31, 2022 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Swap Agreements Swap maturing October 2027 $ 175,000,000  3.956  % $ 2,805  $ (2,139)

v3.23.3

PARTNERS' CAPITAL	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
PARTNERS' CAPITAL	PARTNERS’ CAPITAL Our common units represent limited partner interests in us. The holders of common units are entitled to participate in partnership distributions and to exercise the rights and privileges available to limited partners under our partnership agreement. 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 588,422 vested during the first nine months in 2023, of which 393,240 were converted into our common units after 195,182 Phantom Units were withheld from participants for the payment of applicable employment-related withholding taxes. The conversion of these Phantom Units did not have any economic impact on Partners’ Capital, since the economic impact is recognized over the vesting period. Additional information and discussion regarding our unit based compensation plans is included below in Note 17. Unit Based Compensation. Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis. The amount of distributions we pay under our cash distribution policy and the decision to make any distribution are determined by our general partner. On November 7, 2023, the board of directors of our general partner determined to continue the suspension of our quarterly cash distribution, through the quarter ended September 30, 2023. The board of directors of our general partner will continue to evaluate our distribution policy on a quarterly basis and will take into consideration commercial progress, including our ability to renew, extend or replace our customer agreements, our compliance with the covenants under the Credit Agreement and our liquidity position, as well as broader market conditions and the overall performance of our business. There can be no assurance that the reinstatement of distributions will occur in the near term, if at all.

v3.23.3

UNIT BASED COMPENSATION	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
UNIT BASED COMPENSATION	UNIT BASED COMPENSATION Long-term Incentive Plan In 2023 and 2022, the board of directors of our general partner, acting in its capacity as our general partner, approved the grant of 714,725 and 625,732 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under our Amended LTIP Plan. At September 30, 2023, we had 3,205,310 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 equal annual installments based on the grantee’s continued employment through the vesting dates specified in the Award Agreements, subject to acceleration upon the grantee’s death or disability, or involuntary termination in connection with a change in control of the Partnership or our general partner. Awards to independent directors of the board of our general partner and an independent consultant typically vest over a one year period following the grant date. The following tables present the award activity for our Equity-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2022 39,408  1,328,964  $ 6.91  Granted 39,408  616,758  $ 3.54  Vested (39,408) (549,014) $ 7.74  Forfeited —  (17,509) $ 5.38  Phantom Unit awards at September 30, 2023 39,408  1,379,199  $ 5.02  Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit 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 September 30, 2022 39,408  1,328,964  $ 6.91  The following tables present the award activity for our Liability-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2022 13,136  56,847  $ 6.27  Granted 13,136  45,423  $ 3.54  Vested (13,136) (4,650) $ 5.60  Phantom Unit awards at September 30, 2023 13,136  97,620  $ 4.94  Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2021 13,136  63,730  $ 7.26  Granted 13,136  36,459  $ 5.85  Vested (13,136) —  $ 4.82  Phantom Unit awards at September 30, 2022 13,136  100,189  $ 6.92  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 $0.9 million and $1.2 million, respectively, for the three months ended September 30, 2023 and 2022 and for the nine months ended September 30, 2023 and 2022, we recognized $2.8 million and $3.7 million of compensation expense associated with outstanding Phantom Units. As of September 30, 2023, we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $5.1 million, which we expect to recognize over a weighted average period of 2.34 years. We have elected to account for actual forfeitures as they occur rather than using an estimated forfeiture rate to determine the number of awards we expect to vest. We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Equity-classified Phantom Units (1) $ —  $ 170  $ 169  $ 500  Liability-classified Phantom Units —  14  9  37  Total $ —  $ 184  $ 178  $ 537       (1)    We reclassified $2 thousand and $10 thousand to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited for the three and nine months ended September 30, 2023, respectively. We reclassified $2 thousand for the three and nine months ended September 30, 2022, respectively, for forfeitures.

v3.23.3

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 2023
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	SUPPLEMENTAL CASH FLOW INFORMATION The following table provides supplemental cash flow information for the periods indicated: Nine Months Ended September 30, 2023 2022 (in thousands) Cash paid for income taxes, net (1) $ 1,477  $ 866  Cash paid for interest $ 9,847  $ 4,873  Cash paid for operating leases $ 1,090  $ 4,892       (1)    Includes the net effect of tax refunds of $11 thousand received in the second quarter of 2023 associated with prior period Canadian taxes and $84 thousand received in the second quarter of 2022 associated with carrying back U.S. net operating losses incurred during 2020 and prior periods allowed for by the provisions of the CARES Act. For the nine months ended September 30, 2023 and 2022, 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.” We also had non-cash financing activities associated with ongoing debt refinancing activities that were financed through “Accounts payable and accrued expenses” as presented in the table below for the periods indicated: Nine months ended September 30, 2023 2022 (in thousands) Property and equipment financed through accounts payable and accrued expenses $ (721) $ 250  Accrued reimbursement of property and equipment $ 133  $ (139) Debt refinancing activities financed through accounts payable and accrued expenses $ 1,129  $ —  We recorded $0.8 million and $0.7 million for the nine months ended September 30, 2023 and 2022, respectively, for new, extended, canceled or declassified right-of-use lease assets and associated liabilities. See Note 8. 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 in March 2022 from USD North America LP, a wholly-owned subsidiary of our Sponsor, in exchange for its assumption of an aggregate amount of related party deb

v3.23.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Credit Agreement — Letter Agreements Letter Agreements On October 6, 2023, we entered into a letter agreement, or the October Letter Agreement, related to our Credit Agreement with the lenders party thereto and Bank of Montreal, as administrative agent, or the Administrative Agent, to the Credit Agreement. Pursuant to the October Letter Agreement, the lenders and Administrative Agent agreed to, among other things, extend the expiration date of the original waiver and forbearance from October 10, 2023 to November 3, 2023, and waive the event of default arising from non-payment of the interest due on October 10, 2023 until November 3, 2023. As a condition to the October Letter Agreement, among other things, we agreed to terminate our derivative interest rate swaps and apply all proceeds thereof to repayment of the obligations then outstanding under the Credit Agreement. In addition, the October Letter Agreement reduces the aggregate commitments under the Credit Agreement and the sublimit for letters of credit under the Credit Agreement to $195.9 million. On November 1, 2023, we entered into a letter agreement, or the November Letter Agreement, related to our Credit Agreement with the lenders party thereto and the Administrative Agent. Pursuant to the November Letter Agreement, the lenders and Administrative Agent have agreed to, among other things, (i) further extend the expiration date of the most recent waiver and forbearance to November 17, 2023 in respect of certain events of default or prospective events of default, including the event of default arising from non-payment of the interest due on October 10, 2023, and (ii) temporarily waive, until November 17, 2023, events of default arising from the non-payment of amounts due on the maturity date. Derivative Financial Instrument Settlement Based on the terms of the October Letter Agreement associated with our Credit Agreement discussed above, on October 10, 2023, we terminated and settled our existing interest rate swap for cash proceeds of $2.6 million. Per the terms of the October Letter Agreement, the proceeds from this settlement were sent directly to Bank of Montreal, the administrative agent of our Credit Agreement and were applied to the outstanding interest balance on our Credit Agreement on October 12, 2023.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Our accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of our management, our unaudited interim consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, which our management considers necessary to present fairly our financial position as of September 30, 2023, our results of operations for the three and nine months ended September 30, 2023 and 2022, and our cash flows for the nine months ended September 30, 2023 and 2022. We derived our consolidated balance sheet as of December 31, 2022, from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Our results of operations for the three and nine months ended September 30, 2023 and 2022 should not be taken as indicative of the results to be expected for the full year due to fluctuations in the supply of and demand for crude oil and biofuels, timing and completion of acquisitions, if any, changes in the fair market value of our derivative instruments and the impact of fluctuations in foreign currency exchange rates. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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. In August 2023, we entered into an amendment to our Credit Agreement, pursuant to which, among other things, the lenders agreed to forbear through and including October 10, 2023, from exercising any rights or remedies arising from certain defaults or events of default asserted by the Administrative Agent, which we disputed, or certain prospective defaults or events of default under the Credit Agreement and other loan documents arising from, among other things, any failures to disclose certain events that give or may give rise to a Material Adverse Effect, as defined in the Credit Agreement. In October 2023, we entered into a letter agreement to extend this forbearance through November 3, 2023. On November 1, 2023, we entered into a letter agreement, which among other things, extended the forbearance period and temporarily waives, through November 17, 2023, events of default arising from the non-payment of amounts due on the maturity date on November 2, 2023. Refer to Note 19. Subsequent Events — Credit Agreement — Letter Agreements for more information. The maturity date of our Credit Agreement (as defined below) was November 2, 2023. The lenders under our Credit Agreement agreed to forbear and waive the event of default related to our failure to repay borrowings under the Credit Agreement through November 17, 2023, pursuant to the letter agreement, dated November 1, 2023, described under Note 19. Subsequent Events. As a result of the end of such waiver and forbearance period 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 by November 17, 2023, we do not currently have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due, nor do we expect cash flow from our current operations to provide sufficient funds for such repayment. In addition, there is uncertainty in our ability to remain in compliance with the covenants contained in our amended Credit Agreement for a period of 12 months after the date these financial statements were issued. We are currently not projected to have sufficient cash on hand or available liquidity to repay the Credit Agreement should the lenders not agree to a forbearance or provide a further waiver or amendment and declare all outstanding indebtedness thereunder to be immediately due and payable. The conditions described above raise substantial doubt about our ability to continue as a going concern for the next 12 months. We are currently in discussions with our lenders and other potential capital providers and pursuing plans to refinance or replace 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, extension or replacement would be on terms favorable to us. Moreover, our ability to refinance our outstanding indebtedness under, or extend the maturity date of, our Credit Agreement is expected to 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 further prolonged delays in doing so. As a result of our liquidity position, we may be required to sell assets, including the Stroud Terminal, for less than carrying value to satisfy debt obligations. Due to the substantial doubt about our ability to continue as a going concern discussed above, as of September 30, 2023, 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. Continued Listing Standard Notice from New York Stock Exchange On July 26, 2023, we received a notice from the New York Stock Exchange, or NYSE, that we are not in compliance with the continued listing criteria under Section 802.01C of the NYSE’s Listed Company Manual, or Section 802.01C, because the average closing price of our common units was less than $1.00 over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we have six months from the date of the receipt of the non-compliance notice to cure the deficiency and regain compliance by having a closing price of at least $1.00 per unit on the last trading day of any calendar month during the six-month cure period and an average closing unit price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or by meeting such standards on the last trading day of the cure period. The notification has no immediate effect on the listing of our common units on the NYSE.
Comparative Amounts	Comparative Amounts We have made certain reclassifications to the amounts reported in the prior year to conform with the current year presentation. None of these reclassifications have an impact on our operating results, cash flows or financial position.
Foreign Currency Translation	Foreign Currency Translation We conduct a substantial portion of our operations in Canada, which we account for in the local currency, the Canadian dollar. We translate most Canadian dollar denominated balance sheet accounts into our reporting currency, the U.S. dollar, at the end of period exchange rate, while most accounts in our statement of operations accounts are translated into our reporting currency based on the average exchange rate for each monthly period. Fluctuations in the exchange rates between the Canadian dollar and the U.S. dollar can create variability in the amounts we translate and report in U.S. dollars. Within these consolidated financial statements, we denote amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount. US Development Group, LLC USD and its affiliates are engaged in designing, developing, owning and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USD is the indirect owner of our general partner through its direct ownership of USDG and is currently owned by Energy Capital Partners, Goldman Sachs and certain of USD’s management team.
Assets Held For Sale	Assets Held For Sale We classify long-lived assets intended to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. We assess the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. For the three and nine months ended September 30, 2023 and 2022, there were no losses recorded on our held for sale assets. Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, we discontinue depreciation and amortization and report long-lived assets and liabilities of the disposal group in the line items “Assets held for sale” and “Liabilities held for sale” in our consolidated balance sheets.
Internal-use Software	Internal-use Software We capitalize certain internal-use software costs in accordance with Accounting Standard Codification, or ASC, 350-40, which are included in intangible assets. ASC 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. We currently are amortizing these assets over a useful life of five years in the line item “Depreciation and amortization” in our consolidated statement of operations. Maintenance of and minor upgrades to internal-use software are classified as selling, general, and administrative expenses as incurred.
Recently Adopted Accounting Pronouncements and Not Yet Adopted	Recently Adopted Accounting Pronouncements 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 was permitted. We adopted all the provisions of ASU 2022-04 on January 1, 2023. Refer to Note 10. Debt for additional details regarding our adoption of ASU 2022-04.

v3.23.3

NET INCOME PER LIMITED PARTNER INTEREST (Tables)	9 Months Ended
	Sep. 30, 2023
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 Three Months Ended September 30, 2023 Common Units General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to limited partner interests in USD Partners LP $ (2,805) $ —  $ (2,805) Less: Distributable earnings (1) —  —  —  Net loss $ (2,805) $ —  $ (2,805) Weighted average units outstanding (2) 33,764  —  33,764  Net loss per limited partner unit (basic and diluted) (3) $ (0.08)      (1)    There were no distributions payable for the three months ended September 30, 2023. Refer to Note 16. Partners’ Capital for further information. (2)    Represents the weighted average units outstanding for the period. (3)    Our computation of net loss per limited partner unit excludes the effects of 1,418,607 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. . For the Three Months Ended September 30, 2022 Common Units General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to limited partner interests in USD Partners LP $ (69,353) $ —  $ (69,353) Less: Distributable earnings (1) 4,292  —  4,292  Distributions in excess of earnings $ (73,645) $ —  $ (73,645) Weighted average units outstanding (2) 33,380  —  33,380  Distributable earnings per unit (3) $ 0.13  Overdistributed earnings per unit (4) (2.21) Net loss per limited partner unit (basic and diluted) (5) $ (2.08)      (1)Represents the distributions paid for the period based upon the quarterly distribution amount of $0.1235 per unit or $0.494 per unit on an annualized basis for the three months ended September 30, 2022. Amounts presented for each class of units include a proportionate amount of the $169 thousand distributed to holders of the Equity classified Phantom Units pursuant to the distribution equivalent rights granted under the Amended LTIP Plan. (2)Represents the weighted average units outstanding for the period. (3)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (4)Represents the distributions in excess of earnings divided by the weighted average number of units outstanding. (5)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. For the Nine Months Ended September 30, 2023 Common Units General Partner Units Total (in thousands, except per unit amounts) Net income attributable to limited partner interests in USD Partners LP $ 3,805  $ —  $ 3,805  Less: Distributable earnings (1) —  —  —  Excess net income $ 3,805  $ —  $ 3,805  Weighted average units outstanding (2) 33,697  —  33,697  Distributable earnings per unit (3) $ —  Underdistributed earnings per unit (4) 0.11  Net income per limited partner unit (basic and diluted) (5) $ 0.11       (1)There were no distributions paid or payable for the nine months ended September 30, 2023. Refer to Note 16. Partners’ Capital for further information. (2)Represents the weighted average units outstanding for the period. (3)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (4)Represents the additional amount per unit necessary to distribute the excess net income for the period among our limited partners. (5)Our computation of net income per limited partner unit excludes the effects of 1,418,607 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented. For the Nine Months Ended September 30, 2022 Common Units General Partner Units Total (in thousands, except per unit amounts) Net loss attributable to general and limited partner interests in USD Partners LP (1) $ (56,706) $ (1,369) $ (58,075) Less: Distributable earnings (2) 12,217  3  12,220  Distributions in excess of earnings $ (68,923) $ (1,372) $ (70,295) Weighted average units outstanding (3) 31,421  152  31,573  Distributable earnings per unit (4) $ 0.39  Overdistributed earnings per unit (5) (2.19) Net loss per limited partner unit (basic and diluted)(6) $ (1.80)      (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, June 30 and September 30, 2022. Amounts presented for each class of units include a proportionate amount of the $506 thousand distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the Amended LTIP Plan. (3)Represents the weighted average units outstanding for the period. (4)Represents the total distributable earnings divided by the weighted average number of units outstanding for the period. (5)Represents distributions in excess of earnings divided by the weighted average number of units outstanding. (6)Our computation of loss income 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.

v3.23.3

REVENUES (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenues	Additionally, the below tables summarize the geographic data for our revenues: Three Months Ended September 30, 2023 U.S. Canada Total (in thousands) Third party $ 1,380  $ 8,410  $ 9,790  Related party $ 1,286  $ 1  $ 1,287  Three Months Ended September 30, 2022 U.S. Canada Total (in thousands) Third party $ 2,505  $ 17,094  $ 19,599  Related party $ 1,880  $ —  $ 1,880  Nine Months Ended September 30, 2023 U.S. Canada Total (in thousands) Third party $ 4,994  $ 43,089  $ 48,083  Related party $ 3,532  $ 59  $ 3,591  Nine Months Ended September 30, 2022 U.S. Canada Total (in thousands) Third party $ 15,812  $ 69,574  $ 85,386  Related party $ 5,620  $ —  $ 5,620
Schedule of Remaining Performance Obligations	The transaction price allocated to the remaining performance obligations associated with our Terminal Service Agreements as of September 30, 2023 are as follows for the periods indicated: Three months ending December 31, 2023 2024 2025 2026 2027 Thereafter Total (in thousands) Terminalling Services (1) (2) $ 9,597  $ 37,609  $ 26,027  $ 24,976  $ 21,066  $ 75,488  $ 194,763       (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 0.7432 U.S. dollars for each Canadian dollar at September 30, 2023. (2)Includes fixed monthly minimum commitment fees per contracts 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.
Schedule of Changes of Balance of Contract Liabilities	The following tables present the amounts outstanding on our consolidated balance sheets and changes associated with the balance of our deferred revenue for the nine months ended September 30, 2023 and 2022: December 31, 2022 Cash Additions for Customer Prepayments Balance Sheet Reclassification Revenue Recognized September 30, 2023 (in thousands) Deferred revenue (1) $ 3,562  $ 1,781  $ —  $ (3,562) $ 1,781  Other current liabilities (2) $ 5,681  $ —  $ 508  $ (5,160) $ 1,029  Other non-current liabilities (2) $ 3,943  $ 166  $ (508) $ —  $ 3,601       (1)    Includes deferred revenue of $0.1 million and $0.4 million at September 30, 2023 and December 31, 2022, for estimated breakage associated with the make-up right options we granted our customers as discussed above. For the three months ended September 30, 2023, we recognized $1.7 million of previously deferred revenue. (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 $15 thousand and “Other non-current liabilities” presented has been decreased by $10 thousand due to the impact of the change in the end of period exchange rate between September 30, 2023 and December 31, 2022. For the three months ended September 30, 2023, we recognized $0.6 million of revenue related to contract liabilities included in “Other current liabilities.” December 31, 2021 Cash Additions for Customer Prepayments Balance Sheet Reclassification Revenue Recognized September 30, 2022 (in thousands) Deferred revenue (1) $ 7,575  $ 3,482  $ —  $ (7,575) $ 3,482  Other current liabilities (2) $ 6,755  $ —  $ 5,168  $ (4,553) $ 7,370  Other non-current liabilities (2) $ 9,482  $ 88  $ (5,168) $ —  $ 4,402       (1)    Includes deferred revenue of $0.3 million and $1.4 million at September 30, 2022 and December 31, 2021, for estimated breakage associated with the make-up right options we granted our customers as discussed above. For the three months ended September 30, 2022, we recognized $2.7 million of previously deferred revenue. (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 $512 thousand and “Other non-current liabilities” presented has been decreased by $719 thousand due to the impact of the change in the end of period exchange rate between September 30, 2022 and December 31, 2021. For the three months ended September 30, 2022, we recognized $2.9 million of revenue related to contract liabilities included in “Other current liabilities.”

v3.23.3

RESTRICTED CASH (Tables)	9 Months Ended
	Sep. 30, 2023
Cash and Cash Equivalents [Abstract]
Restrictions on Cash and Cash Equivalents	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amounts shown in our consolidated statements of cash flows for the specified periods: September 30, 2023 2022 (in thousands) Cash and cash equivalents $ 8,688  $ 4,766  Restricted cash 3,808  4,041  Total cash, cash equivalents and restricted cash $ 12,496  $ 8,807
Schedule of Cash and Cash Equivalents	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the amounts shown in our consolidated statements of cash flows for the specified periods: September 30, 2023 2022 (in thousands) Cash and cash equivalents $ 8,688  $ 4,766  Restricted cash 3,808  4,041  Total cash, cash equivalents and restricted cash $ 12,496  $ 8,807

v3.23.3

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Our property and equipment is comprised of the following asset classifications as of the dates indicated: September 30, 2023 December 31, 2022 Estimated Useful Lives (Years) (in thousands) Land $ 2,807  $ 10,110  N/A Trackage and facilities 84,018  108,325  10-30 Pipeline —  12,759  20-30 Equipment 14,541  22,553  3-20 Furniture 63  84  5-10 Total property and equipment 101,429  153,831  Accumulated depreciation (41,505) (47,360) Construction in progress (1) 175  423  Property and equipment, net $ 60,099  $ 106,894       (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.

v3.23.3

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Summary of Lease Cost	We have noncancellable operating leases for railcars, buildings, storage tanks, offices, railroad tracks, and land. September 30, 2023 December 31, 2022 Weighted-average discount rate 6.3  % 4.1  % Weighted average remaining lease term in years 5.52 years 5.07 years Our total lease cost consisted of the following items for the dates indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Operating lease cost $ 405  $ 1,375  $ 1,058  $ 4,280  Short term lease cost 121  131  182  292  Variable lease cost —  4  7  35  Sublease income (373) (1,280) (943) (3,842) Total $ 153  $ 230  $ 304  $ 765
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 noncancellable operating leases as of September 30, 2023 (in thousands): 2023 $ 501  2024 115  2025 114  2026 117  2027 121  Thereafter 384  Total lease payments $ 1,352  Less: imputed interest (178) Present value of lease liabilities $ 1,174
Schedule of Lease Income	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 12. Transactions with Related Parties for additional discussion. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands, except weighted average term) Lease income (1) $ 1,114  $ 2,501  $ 3,412  $ 7,481  Weighted average remaining lease term in years 3.05          (1)Lease income presented above includes lease income from related parties. Refer to Note 12. Transactions with Related Parties for additional discussion of lease income from a related party. In addition, lease income as discussed above totaling $0.7 million and $1.6 million for the three months ended September 30, 2023 and 2022, respectively, and $2.5 million and $4.7 million for the nine months ended September 30, 2023 and 2022, respectively, is included in “Terminalling services” and “Terminalling services — related party” revenues on our consolidated statements of operations.
Schedule of Operating Lease Income to be Received	The maturity analysis below presents the undiscounted future minimum lease payments we expect to receive from customers each period for property they lease from us under noncancellable operating leases as of September 30, 2023 (in thousands):  2023 $ 1,131  2024 2,947  2025 2,936  2026 2,687  Total $ 9,701

v3.23.3

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Identifiable Intangible Assets	The composition, gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows as of the dates indicated: September 30, 2023 December 31, 2022 (in thousands) Carrying amount: Customer service agreements $ —  $ 3,832  Other 55  —  Total carrying amount 55  3,832  Accumulated amortization: Customer service agreements —  (306) Other (4) —  Total accumulated amortization (4) (306) Total intangible assets, net $ 51  $ 3,526

v3.23.3

DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-Term Debt	Our long-term debt balances included the following components as of the specified dates: September 30, 2023 December 31, 2022 (in thousands) Credit Agreement $ 195,900  $ 215,000  Less: Deferred financing costs, net (113) (908) Less: Long-term debt, current portion (195,787) (214,092) Total long-term debt, net $ —  $ —
Schedule of Interest Expense, Net	Interest expense associated with our outstanding indebtedness was as follows for the specified periods: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Interest expense on the Credit Agreement $ 4,589  $ 2,855  $ 12,851  $ 5,826  Amortization of deferred financing costs 340  271  998  899  Total interest expense $ 4,929  $ 3,126  $ 13,849  $ 6,725

v3.23.3

TRANSACTIONS WITH RELATED PARTIES (Tables)	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Schedule of Deferred Revenue, Current Portion - Related Party	Our related party revenues from USD and affiliates are presented below in the following table for the indicated periods: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Terminalling services — related party $ 740  $ 670  $ 2,186  $ 1,987  Fleet leases — related party 373  912  943  2,737  Fleet services — related party —  298  171  896  Freight and other reimbursables — related party 174  —  291  —  $ 1,287  $ 1,880  $ 3,591  $ 5,620  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 (1) : September 30, 2023 December 31, 2022 (in thousands) Accounts receivable — related party $ 560  $ 409  Accounts payable and accrued expenses — related party (1) $ 182  $ 382  Other current and non-current liabilities — related party (2) $ 174  $ 11  Deferred revenue — related party (3) $ 125  $ 128           (1)The table presented above does not include amounts payable to related parties associated with the Omnibus Agreement that are recorded to “Accounts payable and accrued expenses — related party” as discussed above. (2)Represents contract liabilities associated with lease agreements with USDM and USDCF. (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.

v3.23.3

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Summary of Reportable Segment Data For Continuing Operations	Three Months Ended September 30, 2023 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 9,785  $ —  $ —  $ 9,785  Terminalling services — related party 740  —  —  740  Fleet leases — related party —  373  —  373  Fleet services — related party —  —  —  —  Freight and other reimbursables 5  —  —  5  Freight and other reimbursables — related party 44  130  —  174  Total revenues 10,574  503  —  11,077  Operating costs Subcontracted rail services 2,210  —  —  2,210  Pipeline fees 2,991  —  —  2,991  Freight and other reimbursables 49  130  —  179  Operating and maintenance 807  372  —  1,179  Selling, general and administrative 837  14  2,942  3,793  Impairment of intangible and long-lived assets —  —  —  —  Gain on sale of business —  —  (9) (9) Depreciation and amortization 1,313  —  —  1,313  Total operating costs 8,207  516  2,933  11,656  Operating income (loss) 2,367  (13) (2,933) (579) Interest expense 4  —  4,925  4,929  Gain associated with derivative instruments —  —  (3,187) (3,187) Foreign currency transaction loss (gain) 114  (4) (110) —  Other income, net (61) —  (16) (77) Provision for (benefit from) income taxes 571  (10) —  561  Net income (loss) $ 1,739  $ 1  $ (4,545) $ (2,805) Three Months Ended September 30, 2022 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 19,345  $ —  $ —  $ 19,345  Terminalling services — related party 670  —  —  670  Fleet leases — related party —  912  —  912  Fleet services — related party —  298  —  298  Freight and other reimbursables 254  —  —  254  Freight and other reimbursables — related party —  —  —  —  Total revenues 20,269  1,210  —  21,479  Operating costs Subcontracted rail services 2,742  —  —  2,742  Pipeline fees 5,735  —  —  5,735  Freight and other reimbursables 254  —  —  254  Operating and maintenance 1,919  969  —  2,888  Selling, general and administrative 1,653  36  3,262  4,951  Impairment of intangible and long-lived assets 71,612  —  —  71,612  Gain on sale of business —  —  —  —  Depreciation and amortization 5,758  —  —  5,758  Total operating costs 89,673  1,005  3,262  93,940  Operating income (loss) (69,404) 205  (3,262) (72,461) Interest expense 4  —  3,122  3,126  Gain associated with derivative instruments —  —  (6,904) (6,904) Foreign currency transaction loss 97  1  54  152  Other income, net (23) (1) (4) (28) Provision for income taxes 473  73  —  546  Net income (loss) $ (69,955) $ 132  $ 470  $ (69,353) Nine Months Ended September 30, 2023 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 47,888  $ —  $ —  $ 47,888  Terminalling services — related party 2,186  —  —  2,186  Fleet leases — related party —  943  —  943  Fleet services — related party —  171  —  171  Freight and other reimbursables 195  —  —  195  Freight and other reimbursables — related party 159  132  —  291  Total revenues 50,428  1,246  —  51,674  Operating costs Subcontracted rail services 7,818  —  —  7,818  Pipeline fees 14,298  —  —  14,298  Freight and other reimbursables 354  132  —  486  Operating and maintenance 2,990  965  —  3,955  Selling, general and administrative 2,973  56  11,501  14,530  Impairment of intangible and long-lived assets —  —  —  —  Gain on sale of business —  —  (6,211) (6,211) Depreciation and amortization 4,942  —  —  4,942  Total operating costs 33,375  1,153  5,290  39,818  Operating income (loss) 17,053  93  (5,290) 11,856  Interest expense 8  —  13,841  13,849  Gain associated with derivative instruments —  —  (6,092) (6,092) Foreign currency transaction loss (gain) 157  —  (55) 102  Other income, net (151) —  (42) (193) Provision for (benefit from) income taxes 417  (32) —  385  Net income (loss) $ 16,622  $ 125  $ (12,942) $ 3,805  Nine Months Ended September 30, 2022 Terminalling services Fleet services Corporate Total (in thousands) Revenues Terminalling services $ 84,872  $ —  $ —  $ 84,872  Terminalling services — related party 1,987  —  —  1,987  Fleet leases — related party —  2,737  —  2,737  Fleet services — related party —  896  —  896  Freight and other reimbursables 514  —  —  514  Freight and other reimbursables — related party —  —  —  —  Total revenues 87,373  3,633  —  91,006  Operating costs Subcontracted rail services 10,337  —  —  10,337  Pipeline fees 22,625  —  —  22,625  Freight and other reimbursables 514  —  —  514  Operating and maintenance 6,788  2,934  —  9,722  Selling, general and administrative 8,090  126  12,876  21,092  Impairment of intangible and long-lived assets 71,612  —  —  71,612  Gain on sale of business —  —  —  —  Depreciation and amortization 17,362  —  —  17,362  Total operating costs 137,328  3,060  12,876  153,264  Operating income (loss) (49,955) 573  (12,876) (62,258) Interest expense 122  —  6,603  6,725  Gain associated with derivative instruments —  —  (13,800) (13,800) Foreign currency transaction loss 1,836  2  104  1,942  Other income, net (47) (3) (5) (55) Provision for income taxes 884  121  —  1,005  Net income (loss) $ (52,750) $ 453  $ (5,778) $ (58,075)
Reconciliation of Adjusted EBITDA To Loss From Continuing Operations	The following tables present the computation of Segment Adjusted EBITDA, which is a measure of segment profitability disclosed in accordance with GAAP, for each of our segments for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, Terminalling Services Segment 2023 2022 2023 2022 (in thousands) Net income (loss) $ 1,739  $ (69,955) $ 16,622  $ (52,750) Interest income, net (1) (56) (18) (139) 97  Depreciation and amortization 1,313  5,758  4,942  17,362  Provision for income taxes 571  473  417  884  Foreign currency transaction loss (2) 114  97  157  1,836  Loss associated with disposal of assets —  —  —  3  Impairment of intangible and long-lived assets —  71,612  —  71,612  Non-cash deferred amounts (3) (180) (1,475) (3,482) (3,361) Segment Adjusted EBITDA attributable to Hardisty South entities prior to acquisition (4) —  —  —  (258) Segment Adjusted EBITDA $ 3,501  $ 6,492  $ 18,517  $ 35,425       (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 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. Three Months Ended September 30, Nine Months Ended September 30, Fleet Services Segment 2023 2022 2023 2022 (in thousands) Net income $ 1  $ 132  $ 125  $ 453  Interest income (1) —  (1) —  (3) Foreign currency transaction loss (gain) (2) (4) 1  —  2  Provision for (benefit from) income taxes $ (10) $ 73  $ (32) $ 121  Segment Adjusted EBITDA $ (13) $ 205  $ 93  $ 573       (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.

v3.23.3

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Positions Included In The Consolidated Balance Sheets At Fair Value	We record all of our derivative financial instruments at their fair values in the line items specified below within our consolidated balance sheets, the amounts of which were as follows at the dates indicated: September 30, 2023 December 31, 2022 (in thousands) Other current assets $ 2,530  $ 1,448  Other non-current assets 275  —  Other non-current liabilities —  (3,587) $ 2,805  $ (2,139)
Schedule Of Gain (Loss) On Derivative Instruments	In connection with our derivative activities, we recognized the following amounts during the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Gain associated with derivative instruments $ (3,187) $ (6,904) $ (6,092) $ (13,800)
Schedule Of Derivative Instruments	The following table presents summarized information about the fair values of our outstanding interest rate contracts for the periods indicated: September 30, 2023 December 31, 2022 Notional Interest Rate Parameters Fair Value Fair Value (in thousands) Swap Agreements Swap maturing October 2027 $ 175,000,000  3.956  % $ 2,805  $ (2,139)

v3.23.3

UNIT BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Share-Based Compensation, Activity	The following tables present the award activity for our Equity-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2022 39,408  1,328,964  $ 6.91  Granted 39,408  616,758  $ 3.54  Vested (39,408) (549,014) $ 7.74  Forfeited —  (17,509) $ 5.38  Phantom Unit awards at September 30, 2023 39,408  1,379,199  $ 5.02  Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit 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 September 30, 2022 39,408  1,328,964  $ 6.91  The following tables present the award activity for our Liability-classified Phantom Units: Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2022 13,136  56,847  $ 6.27  Granted 13,136  45,423  $ 3.54  Vested (13,136) (4,650) $ 5.60  Phantom Unit awards at September 30, 2023 13,136  97,620  $ 4.94  Director and Independent Consultant Phantom Units Employee Phantom Units Weighted-Average Grant Date Fair Value Per Phantom Unit Phantom Unit awards at December 31, 2021 13,136  63,730  $ 7.26  Granted 13,136  36,459  $ 5.85  Vested (13,136) —  $ 4.82  Phantom Unit awards at September 30, 2022 13,136  100,189  $ 6.92
Schedule of Phantom Units Granted	We made payments to holders of the Phantom Units pursuant to the associated DERs we granted to them under the Award Agreements as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Equity-classified Phantom Units (1) $ —  $ 170  $ 169  $ 500  Liability-classified Phantom Units —  14  9  37  Total $ —  $ 184  $ 178  $ 537       (1)    We reclassified $2 thousand and $10 thousand to unit based compensation expense for DERs paid in relation to Phantom Units that have been forfeited for the three and nine months ended September 30, 2023, respectively. We reclassified $2 thousand for the three and nine months ended September 30, 2022, respectively, for forfeitures.

v3.23.3

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Supplemental Cash Flow Elements [Abstract]
Schedule of Supplemental Cash Flow Disclosures	The following table provides supplemental cash flow information for the periods indicated: Nine Months Ended September 30, 2023 2022 (in thousands) Cash paid for income taxes, net (1) $ 1,477  $ 866  Cash paid for interest $ 9,847  $ 4,873  Cash paid for operating leases $ 1,090  $ 4,892       (1)    Includes the net effect of tax refunds of $11 thousand received in the second quarter of 2023 associated with prior period Canadian taxes and $84 thousand received in the second quarter of 2022 associated with carrying back U.S. net operating losses incurred during 2020 and prior periods allowed for by the provisions of the CARES Act. For the nine months ended September 30, 2023 and 2022, 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.” We also had non-cash financing activities associated with ongoing debt refinancing activities that were financed through “Accounts payable and accrued expenses” as presented in the table below for the periods indicated: Nine months ended September 30, 2023 2022 (in thousands) Property and equipment financed through accounts payable and accrued expenses $ (721) $ 250  Accrued reimbursement of property and equipment $ 133  $ (139) Debt refinancing activities financed through accounts payable and accrued expenses $ 1,129  $ —

v3.23.3

ORGANIZATION AND BASIS OF PRESENTATION (Details) $ in Millions	Mar. 31, 2023 USD ($)
Casper Terminal
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Divestiture, consideration	$ 33.0

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Sep. 30, 2023
Internal-use Software
Finite-Lived Intangible Assets [Line Items]
Useful life	5 years

v3.23.3

ACQUISITIONS AND DISPOSITIONS - Hardisty South Terminal Acquisition (Details) - Hardisty South Terminal bbl / d in Millions, $ in Millions	Apr. 06, 2022 USD ($) bbl / d railcar	Apr. 01, 2022 shares
Asset Acquisition [Line Items]
Percentage of business acquired	100.00%
Consideration in cash | $	$ 75
Number of common units acquired (in shares) | shares		5,751,136
Amount of transloading capacity per day per unit train | railcar	120
Number of barrels of takeaway capacity per day | bbl / d	112.5

v3.23.3

ACQUISITIONS AND DISPOSITIONS - Casper Terminal Divestiture (Details) $ in Thousands, bbl in Millions		3 Months Ended		9 Months Ended
	Mar. 31, 2023 USD ($) bbl / d tank bbl	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Asset Disposal
Gain on sale of business		$ 9	$ 0	$ 6,211	$ 0
Provision for (benefit from) income taxes		561	546	385	1,005
Casper Terminal
Asset Disposal
Percentage equity ownership prior to divestiture	100.00%
Divestiture, consideration	$ 33,000
Divestiture, carrying value	$ 26,800
Number of barrels of takeaway capacity per day | bbl / d	100,000
Number of customer dedicated to storage | tank	6
Number of barrels of total capacity per day | bbl	0.9
Gain on sale of business	$ 6,200	$ 9	$ 0	6,211	$ 0
Provision for (benefit from) income taxes				$ 0

v3.23.3

NET INCOME PER LIMITED PARTNER INTEREST - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Limited Partners' Capital Account [Line Items]
Net income (loss) attributable to limited partner interests in USD Partners LP	$ (2,805)	$ (69,353)			$ 3,805	$ (58,075)
Less: Distributable earnings	0	4,292			0	12,220
Distributions in excess of earnings	$ (2,805)	$ (73,645)			$ 3,805	$ (70,295)
Weighted average units outstanding (in shares)	33,764,000	33,380,000			33,697,000	31,573,000
Partners capital distribution payable amount	$ 0
Partners share targeted quarterly distribution amount (usd per share)		$ 0.1235	$ 0.1235	$ 0.1235	$ 0
Partners' annual distribution amount per share (usd per share)		$ 0.494
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	1,418,607	1,368,372			1,418,607	1,368,372
Phantom share units (PSUs)
Limited Partners' Capital Account [Line Items]
Distributed amount		$ 169				$ 506
General Partner
Limited Partners' Capital Account [Line Items]
Net income (loss) attributable to limited partner interests in USD Partners LP	$ 0	0			$ 0	(1,369)
Less: Distributable earnings	0	0			0	3
Distributions in excess of earnings	$ 0	$ 0			$ 0	$ (1,372)
Weighted average units outstanding (in shares)	0	0			0	152,000
Distributed amount					$ 0	$ 59
Common units
Limited Partners' Capital Account [Line Items]
Weighted average units outstanding (in shares)	33,764,000	33,380,000			33,697,000	31,421,000
Common units | Limited Partner
Limited Partners' Capital Account [Line Items]
Net income (loss) attributable to limited partner interests in USD Partners LP	$ (2,805)	$ (69,353)			$ 3,805	$ (56,706)
Less: Distributable earnings	0	4,292			0	12,217
Distributions in excess of earnings	$ (2,805)	$ (73,645)			$ 3,805	$ (68,923)
Weighted average units outstanding (in shares)	33,764,000	33,380,000			33,697,000	31,421,000
Distributable earnings per unit (usd per share)		$ 0.13			$ 0	$ 0.39
Underdistributed (overdistributed) earnings per unit (usd per share)		(2.21)			0.11	(2.19)
Net income (loss) per limited partner unit - basic (usd per share)	$ (0.08)	(2.08)			0.11	(1.80)
Net income (loss) per limited partner unit - diluted (usd per share)	$ (0.08)	$ (2.08)			$ 0.11	$ (1.80)
Distributed amount	$ 0	$ 4,292			$ 2,154	$ 11,387

v3.23.3

REVENUES - Narrative (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment	2
Contract duration	one year or less
Breakage rate percentage	99.00%
Related party
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 125	$ 128
Estimated breakage bssociated with the make-upright options
Disaggregation of Revenue [Line Items]
Deferred revenue	100	400	$ 300	$ 1,400
Fleet leases | Related party
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 100	$ 100

v3.23.3

REVENUES - Schedule of Geographic Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related party
Disaggregation of Revenue [Line Items]
Revenues	$ 1,287	$ 1,880	$ 3,591	$ 5,620
UNITED STATES | Related party
Disaggregation of Revenue [Line Items]
Revenues	1,286	1,880	3,532	5,620
CANADA | Related party
Disaggregation of Revenue [Line Items]
Revenues	1	0	59	0
Third party
Disaggregation of Revenue [Line Items]
Revenues	9,790	19,599	48,083	85,386
Third party | UNITED STATES
Disaggregation of Revenue [Line Items]
Revenues	1,380	2,505	4,994	15,812
Third party | CANADA
Disaggregation of Revenue [Line Items]
Revenues	$ 8,410	$ 17,094	$ 43,089	$ 69,574

v3.23.3

REVENUES - Schedule of Remaining Performance Obligation (Details) $ in Thousands	Sep. 30, 2023 USD ($) $ / $
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Exchange rate (USD per CAD) | $ / $	0.7432
Terminalling services
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 194,763
Terminalling services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 9,597
Expected timing of satisfaction, period	3 months
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]
Remaining performance obligation	$ 37,609
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]
Remaining performance obligation	$ 26,027
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]
Remaining performance obligation	$ 24,976
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]
Remaining performance obligation	$ 21,066
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]
Remaining performance obligation	$ 75,488
Expected timing of satisfaction, period	0 years

v3.23.3

REVENUES - Schedule of Change in Customer Liability (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Nonrelated Party
Change In Contract With Customer Liability [Roll Forward]
Deferred revenue, beginning of the period			$ 3,562	$ 7,575	$ 7,575
Cash Additions for Customer Prepayments			1,781	3,482
Balance Sheet Reclassification			0	0
Revenue Recognized	$ 1,700	$ 2,700	3,562	7,575
Deferred revenue, end of the period	1,781	3,482	1,781	3,482	3,562	$ 7,575
Third party
Change In Contract With Customer Liability [Roll Forward]
Effect of exchange rate on contract with customer liability, current			15	(512)	15	(512)
Effect of exchange rate on contract with customer liability			10	(719)	10	(719)
Estimated breakage bssociated with the make-upright options
Change In Contract With Customer Liability [Roll Forward]
Deferred revenue, beginning of the period			400	1,400	1,400
Deferred revenue, end of the period	100	300	100	300	400	1,400
Other current liabilities
Change In Contract With Customer Liability [Roll Forward]
Other liabilities, beginning of the period			5,681	6,755	6,755
Cash Additions for Customer Prepayments			0	0
Balance Sheet Reclassification			508	5,168
Revenue Recognized	600	2,900	5,160	4,553
Other liabilities, end of the period	1,029	7,370	1,029	7,370	5,681	6,755
Other non-current liabilities
Change In Contract With Customer Liability [Roll Forward]
Other liabilities, beginning of the period			3,943	9,482	9,482
Cash Additions for Customer Prepayments			166	88
Balance Sheet Reclassification			(508)	(5,168)
Revenue Recognized			0	0
Other liabilities, end of the period	$ 3,601	$ 4,402	$ 3,601	$ 4,402	$ 3,943	$ 9,482

v3.23.3

RESTRICTED CASH - Narrative (Details) $ in Millions	Sep. 30, 2023 USD ($)
Casper Terminal
Asset Disposal
Indemnity escrow	$ 2.0

v3.23.3

RESTRICTED CASH - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 8,688	$ 2,530	$ 4,766
Restricted cash	3,808	3,250	4,041
Total cash, cash equivalents and restricted cash	$ 12,496	$ 5,780	$ 8,807	$ 12,717

v3.23.3

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 101,429	$ 153,831
Accumulated depreciation	(41,505)	(47,360)
Construction in progress	175	423
Property and equipment, net	60,099	106,894
Land
Property, Plant and Equipment [Line Items]
Total property and equipment	2,807	10,110
Trackage and facilities
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 84,018	108,325
Trackage and facilities | Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	10 years
Trackage and facilities | Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	30 years
Pipeline
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 0	12,759
Pipeline | Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	20 years
Pipeline | Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	30 years
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 14,541	22,553
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	3 years
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	20 years
Furniture
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 63	$ 84
Furniture | Minimum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	5 years
Furniture | Maximum
Property, Plant and Equipment [Line Items]
Property plant and equipment, estimated depreciable useful life	10 years

v3.23.3

PROPERTY AND EQUIPMENT - Narrative (Details) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($)	Jun. 30, 2023 bbl / d	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 1.3		$ 2.6	$ 4.8	$ 7.9
Stroud Terminal
Property, Plant and Equipment [Line Items]
Incremental volumes, terminalling services (barrels per day) | bbl / d		27,500
Weighted average cost of capital on assets held for sale (as a percent)		22.00%
Debt on assets held for sale (as percent)		45.00%
Equity on assets held for sale (as percent)		55.00%
Casper Terminal
Property, Plant and Equipment [Line Items]
Non-cash impairment loss			$ 36.0		$ 36.0
Minimum | Casper Terminal
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	5 years			5 years
Property plant and equipment, hold factor (as a percent)	3.00%			3.00%
Maximum | Casper Terminal
Property, Plant and Equipment [Line Items]
Estimated Useful Lives (Years)	45 years			45 years
Property plant and equipment, hold factor (as a percent)	20.00%			20.00%

v3.23.3

LEASES - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Leases [Abstract]
Weighted-average discount rate	6.30%		6.30%		4.10%
Weighted average remaining lease term in years	5 years 6 months 7 days		5 years 6 months 7 days		5 years 25 days
Operating lease cost	$ 405	$ 1,375	$ 1,058	$ 4,280
Short term lease cost	121	131	182	292
Variable lease cost	0	4	7	35
Sublease income	(373)	(1,280)	(943)	(3,842)
Total	$ 153	$ 230	$ 304	$ 765

v3.23.3

LEASES - Future payments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 501
2024	115
2025	114
2026	117
2027	121
Thereafter	384
Total lease payments	1,352
Less: imputed interest	(178)
Present value of lease liabilities	$ 1,174

v3.23.3

LEASES - Lease Income Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Lease income	$ 1,114	$ 2,501	$ 3,412	$ 7,481
Weighted average remaining lease term in years				3 years 18 days
Terminalling services
Lessee, Lease, Description [Line Items]
Lease income	$ 700	$ 1,600	$ 2,500	$ 4,700

v3.23.3

LEASES - Future Lease Income (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 1,131
2024	2,947
2025	2,936
2026	2,687
Total	$ 9,701

v3.23.3

INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Carrying amount:
Total carrying amount	$ 55	$ 3,832
Accumulated amortization:
Total accumulated amortization	(4)	(306)
Total intangible assets, net	51	3,526
Customer service agreements
Carrying amount:
Total carrying amount	0	3,832
Accumulated amortization:
Total accumulated amortization	0	(306)
Other
Carrying amount:
Total carrying amount	55	0
Accumulated amortization:
Total accumulated amortization	$ (4)	$ 0

v3.23.3

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill [Line Items]
Amortization of intangible assets	$ 0	$ 3,200	$ 100	$ 9,500
Impairment of intangible and long-lived assets	0	$ 71,612	0	$ 71,612
Intangible assets, net	51		51		$ 3,526
Terminalling Services Segment
Goodwill [Line Items]
Impairment of intangible and long-lived assets	$ 35,600		$ 35,600

v3.23.3

DEBT - Narrative (Details)		1 Months Ended	3 Months Ended			9 Months Ended
	Aug. 08, 2023	Oct. 31, 2021 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023 USD ($)	Dec. 31, 2022
Line of Credit Facility [Line Items]
Maximum consolidated leverage ratio			5.25	5.5	4.5
Minimum Consolidated Interest Coverage Ratio			2.0	2.25	2.5
Consolidated leverage ratio, pro forma						4.5
Minimum liquidity amount, pro forma						$ 20,000,000
Credit Agreement, percentage of cash proceeds from asset sales used to repay borrowings	100.00%
Credit Agreement | Standby Letters of Credit
Line of Credit Facility [Line Items]
Debt refinancing costs						$ 3,100,000
Credit Agreement | Secured Debt
Line of Credit Facility [Line Items]
Period of extension of maturity date		1 year				1 year
Available capacity			$ 0			$ 0
Credit Agreement | Secured Debt | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 275,000,000
Interest rate during period			9.29%			9.29%	6.92%
Commitment fee percentage						0.50%
Credit Agreement | Secured Debt | Standby Letters of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 20,000,000			$ 20,000,000
Credit Agreement | Secured Debt | Swingline Sub-facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 20,000,000			$ 20,000,000

v3.23.3

DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: Long-term debt, current portion	$ (195,787)	$ (214,092)
Total long-term debt, net	0	0
Credit Agreement
Debt Instrument [Line Items]
Less: Deferred financing costs, net	(113)	(908)
Less: Long-term debt, current portion	(195,787)	(214,092)
Revolving Credit Facility | Credit Agreement | Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	$ 195,900	$ 215,000

v3.23.3

DEBT - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Interest expense on the Credit Agreement	$ 4,589	$ 2,855	$ 12,851	$ 5,826
Amortization of deferred financing costs	340	271	998	899
Total interest expense	$ 4,929	$ 3,126	$ 13,849	$ 6,725

v3.23.3

DEBT - Supplier Financing Agreement (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Supplier Financing Agreement
Supplier Finance Program [Line Items]
Outstanding payment obligation	$ 205	$ 19

v3.23.3

COLLABORATIVE ARRANGEMENT (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Pipeline fees	$ 3.0	$ 5.7	$ 14.3	$ 22.6

v3.23.3

TRANSACTIONS WITH RELATED PARTIES - Nature of Relationship (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
USDG | Limited Partner
Related Party Transaction [Line Items]
Limited partner interest percentage	51.20%
Common units | Limited Partner
Related Party Transaction [Line Items]
Partners' capital account (in shares)	33,774,427,000	33,758,607,000	33,381,187,000	33,381,187,000	33,379,431,000	27,268,878,000
Common units | Limited Partner | USDG
Related Party Transaction [Line Items]
Partners' capital account (in shares)	17,308,226
Units pledged as collateral (in shares)	$ 10.0

v3.23.3

TRANSACTIONS WITH RELATED PARTIES - Omnibus Agreement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Selling, general and administrative costs	$ 3,793	$ 4,951	$ 14,530	$ 21,092
USDG | Omnibus Agreement | Limited Partner
Related Party Transaction [Line Items]
Selling, general and administrative costs	1,800	$ 2,300	5,800	$ 6,900
Accounts payable	$ 300		$ 300		$ 800

v3.23.3

TRANSACTIONS WITH RELATED PARTIES - USD Services Agreement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Selling, general and administrative	$ 3,793	$ 4,951	$ 14,530	$ 21,092
Related party
Related Party Transaction [Line Items]
Selling, general and administrative	1,781	2,318	5,760	10,207
Hardisty South entities | USD Shared Services Agreement | Related party
Related Party Transaction [Line Items]
Selling, general and administrative	$ 0	$ 0	$ 0	$ 3,200

v3.23.3

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]
Agreement term	5 years

v3.23.3

TRANSACTIONS WITH RELATED PARTIES - Related Party Revenue and Deferred Revenue (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) railcar	Sep. 30, 2022 USD ($)
Related Party Transaction [Line Items]
Total revenues	$ 11,077	$ 21,479	$ 51,674	$ 91,006
USDM | Related party
Related Party Transaction [Line Items]
Total revenues	1,287	1,880	$ 3,591	5,620
USDM | Marketing Services Agreement | Subsidiaries
Related Party Transaction [Line Items]
Number of railcars leased | railcar			200
USDM | Terminalling services | Related party
Related Party Transaction [Line Items]
Total revenues	740	670	$ 2,186	1,987
USDM | Fleet leases | Related party
Related Party Transaction [Line Items]
Total revenues	373	912	943	2,737
USDM | Fleet services | Related party
Related Party Transaction [Line Items]
Total revenues	0	298	171	896
USDM | Freight and other reimbursables | Related party
Related Party Transaction [Line Items]
Total revenues	$ 174	$ 0	$ 291	$ 0

v3.23.3

TRANSACTIONS WITH RELATED PARTIES - Schedule of Deferred Revenue, Current Portion - Related Party (Details) - Terminalling and Fleets Services Agreements - Related party - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Other current and non-current liabilities — related party	$ 174	$ 11
Lease revenues
Related Party Transaction [Line Items]
Accounts receivable — related party	560	409
Accounts payable and accrued expenses — related party	182	382
Customer prepayments, current position
Related Party Transaction [Line Items]
Deferred revenue — related party	$ 125	$ 128

v3.23.3

SEGMENT REPORTING - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

v3.23.3

SEGMENT REPORTING - Summary of Reportable Segment Data for Continuing Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Fleet leases — related party	$ 1,114	$ 2,501	$ 3,412	$ 7,481
Total revenues	11,077	21,479	51,674	91,006
Operating costs
Operating and maintenance	1,179	2,888	3,955	9,722
Selling, general and administrative	3,793	4,951	14,530	21,092
Impairment of intangible and long-lived assets	0	71,612	0	71,612
Gain on sale of business	(9)	0	(6,211)	0
Depreciation and amortization	1,313	5,758	4,942	17,362
Operating expenses	11,656	93,940	39,818	153,264
Operating income (loss)	(579)	(72,461)	11,856	(62,258)
Interest expense	4,929	3,126	13,849	6,725
Gain associated with derivative instruments	(3,187)	(6,904)	(6,092)	(13,800)
Foreign currency transaction loss	0	152	102	1,942
Other income, net	(77)	(28)	(193)	(55)
Provision for (benefit from) income taxes	561	546	385	1,005
Net income (loss)	(2,805)	(69,353)	3,805	(58,075)
Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	1,287	1,880	3,591	5,620
Fleet leases — related party	373	912	943	2,737
Operating costs
Operating and maintenance	0	0	0	258
Selling, general and administrative	1,781	2,318	5,760	10,207
Nonrelated Party
Operating costs
Operating and maintenance	1,179	2,888	3,955	9,464
Selling, general and administrative	2,012	2,633	8,770	10,885
Terminalling Services Segment
Operating costs
Impairment of intangible and long-lived assets	35,600		35,600
Terminalling services
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Fleet leases — related party	700	1,600	2,500	4,700
Terminalling services | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	740	670	2,186	1,987
Terminalling services | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	9,785	19,345	47,888	84,872
Fleet services | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	298	171	896
Freight and other reimbursables
Operating costs
Operating costs	179	254	486	514
Freight and other reimbursables | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	174	0	291	0
Freight and other reimbursables | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	5	254	195	514
Subcontracted rail services
Operating costs
Operating costs	2,210	2,742	7,818	10,337
Pipeline fees
Operating costs
Operating costs	2,991	5,735	14,298	22,625
Operating Segments | Terminalling Services Segment
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues	10,574	20,269	50,428	87,373
Operating costs
Operating and maintenance	807	1,919	2,990	6,788
Selling, general and administrative	837	1,653	2,973	8,090
Impairment of intangible and long-lived assets	0	71,612	0	71,612
Gain on sale of business	0	0	0	0
Depreciation and amortization	1,313	5,758	4,942	17,362
Operating expenses	8,207	89,673	33,375	137,328
Operating income (loss)	2,367	(69,404)	17,053	(49,955)
Interest expense	4	4	8	122
Gain associated with derivative instruments	0	0	0	0
Foreign currency transaction loss	114	97	157	1,836
Other income, net	(61)	(23)	(151)	(47)
Provision for (benefit from) income taxes	571	473	417	884
Net income (loss)	1,739	(69,955)	16,622	(52,750)
Operating Segments | Terminalling Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Fleet leases — related party	0	0	0	0
Operating Segments | Fleet Services Segment
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues	503	1,210	1,246	3,633
Operating costs
Operating and maintenance	372	969	965	2,934
Selling, general and administrative	14	36	56	126
Impairment of intangible and long-lived assets	0	0	0	0
Gain on sale of business	0	0	0	0
Depreciation and amortization	0	0	0	0
Operating expenses	516	1,005	1,153	3,060
Operating income (loss)	(13)	205	93	573
Interest expense	0	0	0	0
Gain associated with derivative instruments	0	0	0	0
Foreign currency transaction loss	(4)	1	0	2
Other income, net	0	(1)	0	(3)
Provision for (benefit from) income taxes	(10)	73	(32)	121
Net income (loss)	1	132	125	453
Operating Segments | Fleet Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Fleet leases — related party	373	912	943	2,737
Operating Segments | Terminalling services | Terminalling Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	740	670	2,186	1,987
Operating Segments | Terminalling services | Terminalling Services Segment | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	9,785	19,345	47,888	84,872
Operating Segments | Terminalling services | Fleet Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Operating Segments | Terminalling services | Fleet Services Segment | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Operating Segments | Fleet services | Terminalling Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Operating Segments | Fleet services | Fleet Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	298	171	896
Operating Segments | Freight and other reimbursables | Terminalling Services Segment
Operating costs
Operating costs	49	254	354	514
Operating Segments | Freight and other reimbursables | Terminalling Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	44	0	159	0
Operating Segments | Freight and other reimbursables | Terminalling Services Segment | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	5	254	195	514
Operating Segments | Freight and other reimbursables | Fleet Services Segment
Operating costs
Operating costs	130	0	132	0
Operating Segments | Freight and other reimbursables | Fleet Services Segment | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	130	0	132	0
Operating Segments | Freight and other reimbursables | Fleet Services Segment | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Operating Segments | Subcontracted rail services | Terminalling Services Segment
Operating costs
Operating costs	2,210	2,742	7,818	10,337
Operating Segments | Subcontracted rail services | Fleet Services Segment
Operating costs
Operating costs	0	0	0	0
Operating Segments | Pipeline fees | Terminalling Services Segment
Operating costs
Operating costs	2,991	5,735	14,298	22,625
Operating Segments | Pipeline fees | Fleet Services Segment
Operating costs
Operating costs	0	0	0	0
Corporate
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Total revenues	0	0	0	0
Operating costs
Operating and maintenance	0	0	0	0
Selling, general and administrative	2,942	3,262	11,501	12,876
Impairment of intangible and long-lived assets	0	0	0	0
Gain on sale of business	(9)	0	(6,211)	0
Depreciation and amortization	0	0	0	0
Operating expenses	2,933	3,262	5,290	12,876
Operating income (loss)	(2,933)	(3,262)	(5,290)	(12,876)
Interest expense	4,925	3,122	13,841	6,603
Gain associated with derivative instruments	(3,187)	(6,904)	(6,092)	(13,800)
Foreign currency transaction loss	(110)	54	(55)	104
Other income, net	(16)	(4)	(42)	(5)
Provision for (benefit from) income taxes	0	0	0	0
Net income (loss)	(4,545)	470	(12,942)	(5,778)
Corporate | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Fleet leases — related party	0	0	0	0
Corporate | Terminalling services | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Corporate | Terminalling services | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Corporate | Fleet services | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Corporate | Freight and other reimbursables
Operating costs
Operating costs	0	0	0	0
Corporate | Freight and other reimbursables | Related party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Corporate | Freight and other reimbursables | Nonrelated Party
Segment Reporting Information, Revenue for Reportable Segment [Abstract]
Revenues	0	0	0	0
Corporate | Subcontracted rail services
Operating costs
Operating costs	0	0	0	0
Corporate | Pipeline fees
Operating costs
Operating costs	$ 0	$ 0	$ 0	$ 0

v3.23.3

SEGMENT REPORTING - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net income (loss)	$ (2,805)	$ (69,353)	$ 3,805	$ (58,075)
Depreciation and amortization	1,313	5,758	4,942	17,362
Provision for (benefit from) income taxes	561	546	385	1,005
Foreign currency transaction loss	0	152	102	1,942
Loss associated with disposal of assets			0	3
Impairment of intangible and long-lived assets	0	71,612	0	71,612
Terminalling Services Segment
Segment Reporting Information [Line Items]
Impairment of intangible and long-lived assets	35,600		35,600
Operating Segments | Terminalling Services Segment
Segment Reporting Information [Line Items]
Net income (loss)	1,739	(69,955)	16,622	(52,750)
Interest income, net	(56)	(18)	(139)	97
Depreciation and amortization	1,313	5,758	4,942	17,362
Provision for (benefit from) income taxes	571	473	417	884
Foreign currency transaction loss	114	97	157	1,836
Loss associated with disposal of assets	0	0	0	3
Impairment of intangible and long-lived assets	0	71,612	0	71,612
Non-cash deferred amounts	(180)	(1,475)	(3,482)	(3,361)
Segment adjusted EBITDA attributable to Hardisty South entities prior to acquisition	0	0	0	(258)
Segment Adjusted EBITDA	3,501	6,492	18,517	35,425
Operating Segments | Fleet Services Segment
Segment Reporting Information [Line Items]
Net income (loss)	1	132	125	453
Interest income, net	0	(1)	0	(3)
Depreciation and amortization	0	0	0	0
Provision for (benefit from) income taxes	(10)	73	(32)	121
Foreign currency transaction loss	(4)	1	0	2
Impairment of intangible and long-lived assets	0	0	0	0
Segment Adjusted EBITDA	$ (13)	$ 205	$ 93	$ 573

v3.23.3

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - Interest Rate Swap	1 Months Ended
	Oct. 31, 2022 USD ($)
Derivative [Line Items]
Derivative, term of contract	5 years
Notional amount	$ 175,000,000
Derivative, fixed interest rate	3.956%

v3.23.3

DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Positions Included in the Consolidated Balance Sheets at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Fair Value	$ 2,805	$ (2,139)
Other current assets
Derivative [Line Items]
Fair Value	2,530	1,448
Other non-current assets
Derivative [Line Items]
Fair Value	275	0
Other non-current liabilities
Derivative [Line Items]
Fair Value	$ 0	$ (3,587)

v3.23.3

DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain associated with derivative instruments	$ (3,187)	$ (6,904)	$ (6,092)	$ (13,800)

v3.23.3

DERIVATIVE FINANCIAL INSTRUMENTS - Summary of Fair Values of Outstanding Foreign Currency Options (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Oct. 31, 2022
Derivative [Line Items]
Fair Value	$ 2,805,000	$ (2,139,000)
Interest Rate Swap
Derivative [Line Items]
Notional			$ 175,000,000
Interest Rate Parameters			3.956%

v3.23.3

PARTNERS' CAPITAL (Details) - Limited Partner - LTIP - First vesting tranche	9 Months Ended
	Sep. 30, 2023 shares
Common units
Limited Partners' Capital Account [Line Items]
Conversion of units (in shares)	393,240
Phantom share units (PSUs)
Limited Partners' Capital Account [Line Items]
Shares vested (in shares)	588,422
Units retained (in shares)	195,182

v3.23.3

UNIT BASED COMPENSATION - Narrative (Details) - Phantom share units (PSUs) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Allocated share-based compensation expense | $	$ 0.9	$ 1.2	$ 2.8	$ 3.7
Unit based compensation expense, unrecognized | $	$ 5.1		$ 5.1
Weighted average recognition period			2 years 4 months 2 days
Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			1 year
LTIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Approved for grant (in shares) | shares			714,725	625,732
Share remaining available (in shares) | shares	3,205,310		3,205,310
Conversion ratio			1

v3.23.3

UNIT BASED COMPENSATION - Long-term Incentive Plan (Details) - LTIP - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Equity-Classified Phantom Units
Weighted-Average Grant Date Fair Value Per Phantom Unit
Grant date average fair value, beginning of period (usd per share)	$ 6.91	$ 8.21
Granted (usd per share)	3.54	5.85
Vested (usd per share)	7.74	9.00
Forfeited (usd per share)	5.38	6.21
Grant date average fair value, end of period (usd per share)	5.02	6.91
Phantom Share Units (PSU) Liability Classified
Weighted-Average Grant Date Fair Value Per Phantom Unit
Grant date average fair value, beginning of period (usd per share)	6.27	7.26
Granted (usd per share)	3.54	5.85
Vested (usd per share)	5.60	4.82
Grant date average fair value, end of period (usd per share)	$ 4.94	$ 6.92
Director and Independent Consultant Phantom Units | Equity-Classified Phantom Units
Number of units
Phantom Units awards, beginning of period (in shares)	39,408	26,272
Granted (in shares)	39,408	39,408
Vested (in shares)	(39,408)	(26,272)
Forfeited (in shares)	0	0
Phantom Units awards, end of period (in shares)	39,408	39,408
Director and Independent Consultant Phantom Units | Phantom Share Units (PSU) Liability Classified
Number of units
Phantom Units awards, beginning of period (in shares)	13,136	13,136
Granted (in shares)	13,136	13,136
Vested (in shares)	(13,136)	(13,136)
Phantom Units awards, end of period (in shares)	13,136	13,136
Employee Phantom Units | Equity-Classified Phantom Units
Number of units
Phantom Units awards, beginning of period (in shares)	1,328,964	1,317,493
Granted (in shares)	616,758	536,729
Vested (in shares)	(549,014)	(522,022)
Forfeited (in shares)	(17,509)	(3,236)
Phantom Units awards, end of period (in shares)	1,379,199	1,328,964
Employee Phantom Units | Phantom Share Units (PSU) Liability Classified
Number of units
Phantom Units awards, beginning of period (in shares)	56,847	63,730
Granted (in shares)	45,423	36,459
Vested (in shares)	(4,650)	0
Phantom Units awards, end of period (in shares)	97,620	100,189

v3.23.3

UNIT BASED COMPENSATION - Phantom Units Pursuant to Associated DERs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Distribution Equivalent Rights (DERs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-classified phantom units	$ 0	$ 170	$ 169	$ 500
Liability-classified Phantom Units	0	14	9	37
Total	0	184	178	537
Equity-Classified Phantom Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, forfeited	$ 2	$ 2	$ 10	$ 2

v3.23.3

SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Cash paid for income taxes, net				$ 1,477	$ 866
Cash paid for interest				9,847	4,873
Cash paid for operating leases				1,090	4,892
CARES act, net effect of tax refunds		$ 11	$ 84
Property and equipment financed through accounts payable and accrued expenses				(721)	250
Accrued reimbursement of property and equipment				133	(139)
Debt refinancing activities financed through accounts payable and accrued expenses				1,129	0
Operating lease right-of-use assets				1,174		$ 1,508
General Partner
Lessee, Lease, Description [Line Items]
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition	$ 18,200
New Or Extended Lease Agreements
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets				$ 800	$ 700

v3.23.3

SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ in Millions	Oct. 10, 2023	Oct. 06, 2023	Sep. 30, 2023
Interest Rate Swap | Subsequent Event
Subsequent Event [Line Items]
Proceeds from terminated and settled interest rate swap	$ 2.6
Standby Letters of Credit | Credit Agreement | Secured Debt
Subsequent Event [Line Items]
Maximum borrowing capacity			$ 20.0
Standby Letters of Credit | Credit Agreement | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 195.9

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