UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-36674 

USD PARTNERS LP

(Exact Name of Registrant as Specified in Its Charter)

Delaware						30-0831007
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

811 Main Street, Suite 2800

Houston, Texas 77002

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code): (281) 291-0510

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Units Representing Limited Partner Interests			USDP			New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒

As of October 31, 2022, there were 33,381,187 common units outstanding.

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TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.			Financial Statements
			Consolidated Statements of Operations			1
			Consolidated Statements of Comprehensive Income			2
			Consolidated Statements of Cash Flows			3
			Consolidated Balance Sheets			4
			Consolidated Statements of Partners’ Capital			5
			Notes to the Consolidated Financial Statements			7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			61
Item 4.			Controls and Procedures			61
PART II — OTHER INFORMATION
Item 1.			Legal Proceedings			63
Item 1A.			Risk Factors			63
Item 6.			Exhibits			64
SIGNATURES						66

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q, or this “Report,” to “USD Partners,” “USDP,” “the Partnership,” “we,” “us,” “our,” or like terms refer to USD Partners LP and its subsidiaries.

Unless the context otherwise requires, all references in this Report to (i) “our general partner” refer to USD Partners GP LLC, a Delaware limited liability company; (ii) “USD” refers to US Development Group, LLC, a Delaware limited liability company, and where the context requires, its subsidiaries; (iii) “USDG” and “our sponsor” refer to USD Group LLC, a Delaware limited liability company and currently the sole direct subsidiary of USD; (iv) “Energy Capital Partners” refers to Energy Capital Partners III, LP and its parallel and co-investment funds and related investment vehicles; and (v) “Goldman Sachs” refers to The Goldman Sachs Group, Inc. and its affiliates.

Cautionary Note Regarding Forward-Looking Statements

This Report includes forward-looking statements, which are statements that frequently use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “projection,” “should,” “strategy,” “target,” “will” and similar words. Although we believe that such forward-looking statements are reasonable based on currently available information, such statements involve risks, uncertainties and assumptions and are not guarantees of performance. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Any forward-looking statement made by us in this Report speaks only as of the date on which it is made, and we undertake no obligation to publicly update any forward-looking statement. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include: (1) our ability to continue as a going concern, (2) the impact of world health events, epidemics and pandemics, such as the novel coronavirus (COVID-19) pandemic; (3) changes in general economic conditions and commodity prices, including as a result of the invasion of Ukraine by Russia and its regional and global ramifications, inflationary pressures, or slowing growth or recession; (4) the effects of competition, in particular, by pipelines and other terminal facilities; (5) shut-downs or cutbacks at upstream production facilities, refineries or other related businesses; (6) government regulations regarding oil production, including if the Alberta Government were to resume setting production limits; (7) the supply of, and demand for, terminal services for crude oil and biofuels; (8) the price and availability of debt and equity financing; (9) actions by third parties, including customers, potential customers, construction-related services providers, our sponsor and lenders, including with respect to modifications to our credit agreement; (10) hazards and operating risks that may not be covered fully by insurance; (11) disruptions due to equipment interruption or failure at our facilities or third-party facilities on which our business is dependent; (12) natural disasters, weather-related delays, casualty losses and other matters beyond our control; (13) changes in laws or regulations to which we are subject, including compliance with environmental and operational safety regulations, that may increase our costs or limit our operations; and (14) our ability to successfully identify and finance potential acquisitions, development projects and other growth opportunities. For additional factors that may affect our results, see “Risk Factors” and the other information included elsewhere in this Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is available to the public over the Internet at the website of the U.S. Securities and Exchange Commission, or SEC, (www.sec.gov) and at our website (www.usdpartners.com).

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                PART I—FINANCIAL INFORMATION 

Item 1.     Financial Statements

USD PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS (1)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(unaudited; in thousands of US dollars, except per unit amounts)
Revenues
Terminalling services			$	19,345					$	33,751					$	84,872					$	163,863
Terminalling services — related party			670						313						1,987						2,527
Fleet leases — related party			912						984						2,737						2,951
Fleet services			—						—						—						24
Fleet services — related party			298						227						896						682
Freight and other reimbursables			254						173						514						541
Total revenues			21,479						35,448						91,006						170,588
Operating costs
Subcontracted rail services			2,742						4,642						10,337						13,520
Pipeline fees			5,735						8,431						22,625						45,997
Freight and other reimbursables			254						173						514						541
Operating and maintenance			2,888						2,667						9,464						8,650
Operating and maintenance — related party			—						85						258						85
Selling, general and administrative			2,633						2,791						10,885						8,769
Selling, general and administrative — related party			2,318						5,171						10,207						54,541
Impairment of intangibles and long-lived assets			71,612						—						71,612						—
Depreciation and amortization			5,758						5,869						17,362						17,378
Total operating costs			93,940						29,829						153,264						149,481
Operating income (loss)			(72,461)						5,619						(62,258)						21,107
Interest expense			3,126						1,567						6,725						5,228
Gain associated with derivative instruments			(6,904)						(110)						(13,800)						(2,468)
Foreign currency transaction loss (gain)			152						(54)						1,942						(843)
Other expense (income), net			(28)						4						(55)						(12)
Income (loss) before income taxes			(68,807)						4,212						(57,070)						19,202
Provision for income taxes			546						79						1,005						659
Net income (loss)			$	(69,353)					$	4,133					$	(58,075)					$	18,543
Net income (loss) attributable to limited partner interests			$	(69,353)					$	3,744					$	(56,706)					$	17,553
Net income (loss) per common unit (basic and diluted)			$	(2.08)					$	0.13					$	(1.80)					$	0.65
Weighted average common units outstanding			33,380						27,225						31,421						27,161

    

(1)As discussed in Note 1. Organization and Basis of Presentation, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

The accompanying notes are an integral part of these consolidated financial statements.

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USD PARTNERS LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (1)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(unaudited; in thousands of US dollars)
Net income (loss)			$	(69,353)					$	4,133					$	(58,075)					$	18,543
Other comprehensive loss — foreign currency translation			(3,511)						(1,343)						(4,705)						(295)
Comprehensive income (loss)			$	(72,864)					$	2,790					$	(62,780)					$	18,248

    

(1)As discussed in Note 1. Organization and Basis of Presentation, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

The accompanying notes are an integral part of these consolidated financial statements.

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USD PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS (1)

			Nine Months Ended September 30,
			2022						2021
			(unaudited; in thousands of US dollars)
Cash flows from operating activities:
Net income (loss)			$	(58,075)					$	18,543
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			17,362						17,378
Gain associated with derivative instruments			(13,800)						(2,468)
Settlement of derivative contracts			7,029						(829)
Unit based compensation expense			3,703						4,274
Loss associated with disposal of assets			3						11
Deferred income taxes			328						(178)
Amortization of deferred financing costs			899						698
Impairment of intangibles and long-lived assets			71,612						—
Changes in operating assets and liabilities:
Accounts receivable			4,582						3,414
Accounts receivable — related party			1,688						1,016
Prepaid expenses, inventory and other assets			5,271						1,565
Other assets — related party			—						15
Accounts payable and accrued expenses			(4,399)						92
Accounts payable and accrued expenses — related party			(760)						4,931
Deferred revenue and other liabilities			(6,824)						(2,915)
Deferred revenue and other liabilities — related party			350						44
Net cash provided by operating activities			28,969						45,591
Cash flows from investing activities:
Additions of property and equipment			(405)						(4,550)
Reimbursement of capital expenditures from collaborative arrangement			1,774						—
Acquisition of Hardisty South entities from Sponsor			(75,000)						—
Net cash used in investing activities			(73,631)						(4,550)
Cash flows from financing activities:
Distributions			(11,446)						(9,861)
Payments for deferred financing costs			(13)						—
Vested phantom units used for payment of participant taxes			(1,096)						(859)
Proceeds from long-term debt			75,000						—
Repayments of long-term debt			(22,396)						(36,456)
Net cash provided by (used in) financing activities			40,049						(47,176)
Effect of exchange rates on cash			703						(570)
Net change in cash, cash equivalents and restricted cash			(3,910)						(6,705)
Cash, cash equivalents and restricted cash — beginning of period			12,717						20,499
Cash, cash equivalents and restricted cash — end of period			$	8,807					$	13,794

    

(1)As discussed in Note 1. Organization and Basis of Presentation, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

The accompanying notes are an integral part of these consolidated financial statements.

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USD PARTNERS LP

CONSOLIDATED BALANCE SHEETS (1)

			September 30, 2022						December 31, 2021
			(unaudited; in thousands of US dollars, except unit amounts)
ASSETS
Current assets
Cash and cash equivalents			$	4,766					$	5,541
Restricted cash			4,041						7,176
Accounts receivable, net			2,212						6,764
Accounts receivable — related party			362						2,051
Prepaid expenses			3,659						4,538
Inventory			—						3,027
Other current assets			2,603						129
Total current assets			17,643						29,226
Property and equipment, net			107,586						157,854
Intangible assets, net			3,832						48,886
Operating lease right-of-use assets			2,247						5,658
Other non-current assets			7,367						5,392
Total assets			$	138,675					$	247,016
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Accounts payable and accrued expenses			$	3,370					$	7,706
Accounts payable and accrued expenses — related party			833						14,131
Deferred revenue			3,482						7,575
Deferred revenue — related party			398						—
Long-term debt, current portion			—						4,251
Operating lease liabilities, current			1,399						4,674
Other current liabilities			9,673						9,012
Other current liabilities — related party			16						64
Total current liabilities			19,171						47,413
Long-term debt, net			220,820						167,370
Operating lease liabilities, non-current			789						793
Other non-current liabilities			4,658						9,585
Total liabilities			245,438						225,161
Commitments and contingencies
Partners’ capital
Common units (33,381,187 and 27,268,878 outstanding at September 30, 2022 and December 31, 2021, respectively)			(101,880)						16,355
General partner units (461,136 outstanding at December 31, 2021)			—						5,678
Accumulated other comprehensive loss			(4,883)						(178)
Total partners’ capital			(106,763)						21,855
Total liabilities and partners’ capital			$	138,675					$	247,016

    

(1)As discussed in Note 1. Organization and Basis of Presentation, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

The accompanying notes are an integral part of these consolidated financial statements.

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USD PARTNERS LP

THREE MONTHS CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (1)

			Three Months Ended September 30,
			2022												2021
			Units						Amount						Units						Amount
			(unaudited; in thousands of US dollars, except unit amounts)
Common units
Beginning balance at July 1,			33,379,431						$	(29,373)					27,224,441						$	13,100
Common units issued for vested phantom units			1,756						(5)						663						(2)
Net income (loss)			—						(69,353)						—						3,744
Unit based compensation expense			—						1,143						—						1,283
Distributions			—						(4,292)						—						(3,319)
Ending balance at September 30,			33,381,187						(101,880)						27,225,104						14,806
General Partner units
Beginning balance at July 1,			—						—						461,136						4,662
Net income			—						—						—						389
Distributions			—						—						—						(56)
Ending balance at September 30,			—						—						461,136						4,995
Accumulated other comprehensive income (loss)
Beginning balance at July 1,									(1,372)												1,768
Cumulative translation adjustment									(3,511)												(1,343)
Ending balance at September 30,									(4,883)												425
Total partners’ capital at September 30,									$	(106,763)											$	20,226

    

(1)As discussed in Note 1. Organization and Basis of Presentation, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

The accompanying notes are an integral part of these consolidated financial statements.

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USD PARTNERS LP

NINE MONTHS CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (1)

			Nine Months Ended September 30,
			2022												2021
			Units						Amount						Units						Amount
			(unaudited; in thousands of US dollars, except unit amounts)
Common units
Beginning balance at January 1,			27,268,878						$	16,355					26,844,715						$	3,829
Common units issued for vested phantom units			361,173						(1,096)						380,389						(859)
Net income (loss)			—						(56,706)						—						17,553
Unit based compensation expense			—						3,497						—						3,979
Distributions			—						(11,387)						—						(9,696)
Acquisition of Hardisty South entities from Sponsor and conversion of General Partner units			5,751,136						(52,543)						—						—
Ending balance at September 30,			33,381,187						(101,880)						27,225,104						14,806
General Partner units
Beginning balance at January 1,			461,136						5,678						461,136						4,170
Non-cash contribution to Hardisty South entities from Sponsor prior to acquisition			—						18,207						—						—
Net income (loss)			—						(1,369)						—						990
Distributions			—						(59)						—						(165)
Acquisition of Hardisty South entities from Sponsor and conversion of General Partner units			(461,136)						(22,457)						—						—
Ending balance at September 30,			—						—						461,136						4,995
Accumulated other comprehensive income
Beginning balance at January 1,									(178)												720
Cumulative translation adjustment									(4,705)												(295)
Ending balance at September 30,									(4,883)												425
Total partners’ capital at September 30,									$	(106,763)											$	20,226

    

(1)As discussed in Note 1. Organization and Basis of Presentation, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

The accompanying notes are an integral part of these consolidated financial statements.

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USD PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

USD Partners LP and its consolidated subsidiaries, collectively referred to herein as we, us, our, the Partnership and USDP, is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC, or USD, through its wholly-owned subsidiary, USD Group LLC, or USDG. We were formed to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. We generate substantially all of our operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. Our network of crude oil terminals facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. Our operations include railcar loading and unloading, storage and blending in onsite tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. We also provide our customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons by rail. We do not generally take ownership of the products that we handle, nor do we receive any payments from our customers based on the value of such products. We may on occasion enter into buy-sell arrangements in which we take temporary title to commodities while in our terminals. We expect such arrangements to be at fixed prices where we do not take commodity price exposure.

A substantial amount of the operating cash flows related to the 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 April 6, 2022, we completed the acquisition of 100% of the entities owning the Hardisty South Terminal assets from USDG, exchanged our sponsor’s economic general partner interest in us for a non-economic general partner interest and eliminated our sponsor’s incentive distribution rights, or IDRs, for a total consideration of $75 million in cash and 5,751,136 common units, that was made effective as of April 1, 2022. The acquisition was determined to be a business combination of entities under common control. Refer to Note 3. Hardisty South Terminal Acquisition for more information. The entities acquired in the Hardisty South acquisition have been included in our Terminalling Services segment.

Basis of Presentation

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

Our unaudited interim consolidated financial statements and related notes have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal acquisition because the acquisition represented a business combination between entities under common control. We recorded the assets and liabilities acquired in the acquisition at their historical carrying amounts.

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, 2022 and December 31, 2021, our results of operations for the three and nine months ended September 30, 2022 and 2021, and our cash flows for the nine months ended September 30, 2022 and 2021. Our results of operations for the three and nine months ended September 30, 2022

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and 2021 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, 2021.

Going Concern

We evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Our evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. The maturity date of our Credit Agreement (as defined below) is November 2, 2023. As a result of the maturity date being within 12 months after the date that these financial statements were issued, the amounts due under our Credit Agreement have been included in our going concern assessment. Our ability to continue as a going concern is dependent on the refinancing or the extension of the maturity date of our Credit Agreement. If we are unable to refinance or extend the maturity date of our Credit Agreement, the Company likely would not have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due.

In addition to the above, there is uncertainty in our ability to remain in compliance with the covenants contained in our Credit Agreement for a period of 12 months after the date these financials were issued. Although we continue to focus on renewing, extending or replacing expired or expiring customer agreements at the Hardisty and Stroud Terminals, unless we are able to renew, extend or replace such agreements more quickly than we currently expect as of the date of this report, the pricing environment improves relative to our current expectations or we sell non-core assets for cash, we are uncertain that we will be able to remain in compliance with the total leverage ratio covenant in the Credit Agreement for the second quarter of 2023. If we fail to comply with such covenant in the Credit Agreement, we would be in default under the terms of the Credit Agreement, which would entitle our lenders to declare all outstanding indebtedness thereunder to be immediately due and payable. The Company is currently not projected to have sufficient cash on hand or available liquidity to repay the Credit Agreement should the lenders not provide a 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 negotiations with our lenders regarding our ability to remain in compliance with the covenants in our Credit Agreement, and we are also pursuing plans to refinance our Credit Agreement or extend and amend the current obligations under the Credit Agreement, however we cannot make assurances that we will be successful in these efforts, or that any covenant waiver or refinancing or extension would be on terms favorable to us. Moreover, our ability to obtain covenant waivers, refinance our outstanding indebtedness or extend the maturity date of our Credit Agreement may be negatively impacted to the extent we are unable to renew, extend or replace our customer agreements at the Hardisty and Stroud Terminals or experience prolonged delays in doing so.

These consolidated financial statements do not include any 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.

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

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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.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements Not Yet Adopted

Liabilities — Supplier Finance Programs (ASU 2022-04)

In September 2022, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2022-04, or ASU 2022-04, which amends Accounting Standards Codification Topic 405 to require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs. In each annual reporting period, the buyer should disclose the key terms of the program, including a description of the payment terms and assets pledged as security or other forms of guarantees provided for the committed payment to the finance provider or intermediary. For the obligations that the buyer has confirmed as valid to the finance provider or intermediary the amount outstanding that remains unpaid by the buyer as of the end of the annual period, a description of where those obligations are presented in the balance sheet and a rollforward of those obligations during the annual period, including the amount of obligations confirmed and the amount of obligations subsequently paid should be disclosed. In each interim reporting period, the buyer should disclose the amount of obligations outstanding that the buyer has confirmed as valid to the finance provider or intermediary as of the end of the interim period.

The pronouncement is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We do not expect to early adopt the provisions of this standard, nor do we anticipate that our adoption of this standard will have a material impact on our financial statements.

3. 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. The following tables show the adjustments and resulting balance for each affected line item in our consolidated statements of operations for the periods indicated:

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			Three Months Ended September 30, 2021
			USD Partners LP (1)						Hardisty South Acquisition						Eliminations (2)						Consolidated Results
			(in thousands)
Revenues
Terminalling services			$	28,070					$	5,681					$	—					$	33,751
Terminalling services — related party			313						1,874						(1,874)						313
Fleet leases — related party			984						—						—						984
Fleet services			—						—						—						—
Fleet services — related party			227						—						—						227
Freight and other reimbursables			170						3						—						173
Total revenues			29,764						7,558						(1,874)						35,448
Operating costs
Subcontracted rail services			3,693						949						—						4,642
Pipeline fees			6,031						2,400						—						8,431
Freight and other reimbursables			170						3						—						173
Operating and maintenance			2,538						129						—						2,667
Operating and maintenance — related party			1,959						—						(1,874)						85
Selling, general and administrative			2,596						195						—						2,791
Selling, general and administrative — related party			1,649						3,522												5,171
Depreciation and amortization			5,604						265						—						5,869
Total operating costs			24,240						7,463						(1,874)						29,829
Operating income			5,524						95						—						5,619
Interest expense			1,480						87						—						1,567
Gain associated with derivative instruments			(110)						—						—						(110)
Foreign currency transaction loss (gain)			294						(348)						—						(54)
Other expense, net			3						1						—						4
Income before income taxes			3,857						355						—						4,212
Provision for income taxes			49						30						—						79
Net income			$	3,808					$	325					$	—					$	4,133

    

(1)As previously reported in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

(2)Represents business transactions between USDP and Hardisty South, whereby Hardisty South provided terminalling services for a third-party customer of USDP for contracted capacity that exceeded the transloading capacity that was available.

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			Nine Months Ended September 30, 2021
			USD Partners LP (1)						Hardisty South Acquisition						Eliminations (2)						Consolidated Results
			(in thousands)
Revenues
Terminalling services			$	87,167					$	76,696					$	—					$	163,863
Terminalling services — related party			2,527						6,065						(6,065)						2,527
Fleet leases — related party			2,951						—						—						2,951
Fleet services			24						—						—						24
Fleet services — related party			682						—						—						682
Freight and other reimbursables			533						8						—						541
Total revenues			93,884						82,769						(6,065)						170,588
Operating costs
Subcontracted rail services			10,357						3,163						—						13,520
Pipeline fees			18,475						27,522						—						45,997
Freight and other reimbursables			533						8						—						541
Operating and maintenance			7,972						678						—						8,650
Operating and maintenance — related party			6,150						—						(6,065)						85
Selling, general and administrative			8,063						706						—						8,769
Selling, general and administrative — related party			4,951						49,590												54,541
Depreciation and amortization			16,575						803						—						17,378
Total operating costs			73,076						82,470						(6,065)						149,481
Operating income			20,808						299						—						21,107
Interest expense			4,806						422						—						5,228
Gain associated with derivative instruments			(2,468)						—						—						(2,468)
Foreign currency transaction loss (gain)			192						(1,035)						—						(843)
Other expense (income), net			(13)						1						—						(12)
Income before income taxes			18,291						911						—						19,202
Provision for income taxes			439						220						—						659
Net income			$	17,852					$	691					$	—					$	18,543

    

(1)As previously reported in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2021.

(2)Represents business transactions between USDP and Hardisty South, whereby Hardisty South provided terminalling services for a third-party customer of USDP for contracted capacity that exceeded the transloading capacity that was available.

We recorded a cumulative adjustment totaling $2.3 million to the January 1, 2021 opening balance of our General Partner’s capital account associated with the recast of our financial statements due to our acquisition of the Hardisty South terminal entities.

4. 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

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allocated between the limited and general partners in accordance with our partnership agreement. As a result of the Hardisty South Terminal acquisition, the general partner units no longer participate in earnings or distributions, including IDRs. Our recast net income includes earnings related to the Hardisty South entities prior to our acquisition, which have been allocated to the General Partner.

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

						For the 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 payable for the period based upon the quarterly distribution amounts of $0.1235 per unit or $0.494 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $169 thousand distributable to holders of the Equity classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan.

(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 Three Months Ended September 30, 2021
						Common Units																		General Partner Units						Total
						(in thousands, except per unit amounts)
Net income attributable to general and limited partner interests in USD Partners LP (1)						$	3,744																	$	389					$	4,133
Less: Distributable earnings (2)						3,387																		58						3,445
Excess net income						$	357																	$	331					$	688
Weighted average units outstanding (3)						27,225																		461						27,686
Distributable earnings per unit (4)						$	0.12
Underdistributed earnings per unit (5)						0.01
Net income per limited partner unit (basic and diluted) (6)						$	0.13

    

(1)Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period.

(2)Represents the distributions paid for the period based upon the quarterly distribution amount of $0.1185 per unit or $0.474 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $164 thousand distributed to holders of the Equity classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan.

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

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

(5)Represents the additional amount per unit necessary to distribute the excess net income for the period among our limited partners and our general partners according to the distribution formula for available cash as set forth in our partnership agreement.

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(6)Our computation of net income per limited partner unit excludes the effects of 1,409,713 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 both the three months ended March 31, 2022 and June 30, 2022, and the $0.1235 distributable for the three months ended September 30, 2022. Amounts presented for each class of units include a proportionate amount of the $337 thousand distributed and $169 thousand distributable to holders of the Equity classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan.

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

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

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

(6)Our computation of net loss per limited partner unit excludes the effects of 1,368,372 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented.

						For the Nine Months Ended September 30, 2021
						Common Units																		General Partner Units						Total
						(in thousands, except per unit amounts)
Net income attributable to general and limited partner interests in USD Partners LP (1)						$	17,553																	$	990					$	18,543
Less: Distributable earnings (2)						9,955																		168						10,123
Excess net income						$	7,598																	$	822					$	8,420
Weighted average units outstanding (3)						27,161																		461						27,622
Distributable earnings per unit (4)						$	0.37
Underdistributed earnings per unit (5)						0.28
Net income per limited partner unit (basic and diluted)(6)						$	0.65

    

(1)Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period.

(2)Represents the per unit distribution paid of $0.1135 per unit for the three months ended March 31, 2021, the per unit distribution paid of $0.116 per unit for the three months ended June 30, 2021 and the per unit distribution paid of $0.1185 for the three months ended September 30, 2021. Amounts presented for each class of units include a proportionate amount of the $489 thousand distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan.

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

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

(5)Represents the additional amount per unit necessary to distribute the excess net income for the period among our limited partners and our general partners according to the distribution formula for cash as set forth in our partnership agreement.

(6)Our computation of net income per limited partner unit excludes the effects of 1,409,713 equity-classified phantom unit awards outstanding as they were anti-dilutive for the period presented.

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5. 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, 2022
			U.S.						Canada						Total
			(in thousands)
Third party			$	2,505					$	17,094					$	19,599
Related party			$	1,880					$	—					$	1,880

			Three Months Ended September 30, 2021
			U.S.						Canada						Total
			(in thousands)
Third party			$	7,814					$	26,110					$	33,924
Related party			$	1,524					$	—					$	1,524

			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

			Nine Months Ended September 30, 2021
			U.S.						Canada						Total
			(in thousands)
Third party			$	25,306					$	139,122					$	164,428
Related party			$	6,160					$	—					$	6,160

Remaining Performance Obligations

The transaction price allocated to the remaining performance obligations associated with our Terminal and Fleet services agreements as of September 30, 2022 are as follows for the periods indicated:

			Three months ending December 31, 2022						2023						2024						2025						2026						Thereafter						Total
			(in thousands)
Terminalling Services (1) (2)			$	18,576					$	55,731					$	24,552					$	23,345					23,345						$	89,609					$	235,158
Fleet Services			299						—						—						—						—						—						299
Total			$	18,875					$	55,731					$	24,552					$	23,345					$	23,345					$	89,609					$	235,457

    

(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 0.7798 U.S. dollars for each Canadian dollar at September 30, 2022.

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(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 $0.3 million deferred revenues at September 30, 2022 for estimated breakage associated with the make-up rights options we granted to our customers. In addition, we had $1.4 million deferred revenues associated with make-up rights at December 31, 2021.

We also have deferred revenue that represents cumulative revenue that has been deferred due to tiered billing provisions. In such arrangements, revenue is recognized using a blended rate based on the billing tiers of the agreement, as the services are consistently provided throughout the duration of the contractual arrangement, which we included in “Other current liabilities” and “Other non-current liabilities” on our consolidated balance sheets.

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

						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, respectively, for estimated breakage associated with the make-up right options we granted our customers as discussed above.

(2)    Includes cumulative revenue that has been deferred due to tiered billing provisions included in certain of our Canadian dollar-denominated contracts, as discussed above. As such, the change in “Other current liabilities” has been decreased by $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.

Deferred Revenue — Fleet Leases

Our deferred revenue also includes advance payments from customers of our Fleet services business, which will be recognized as Fleet leases revenue when earned pursuant to the terms of our contractual arrangements. We have included $0.4 million at September 30, 2022, in “Deferred revenue — related party” on our consolidated balance sheets associated with customer prepayments for our fleet lease agreements. We had no amounts at December 31, 2021. Refer to Note 8. Leases for additional discussion of our lease revenues.

6. RESTRICTED CASH

We include in restricted cash amounts representing a cash account for which the use of funds is restricted by a facilities connection agreement among us and Gibson Energy Inc., or Gibson, that we entered into during 2014 in connection with the development of our Hardisty Terminal. The collaborative arrangement is further discussed in Note 11. Collaborative Arrangement.

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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,
			2022						2021
			(in thousands)
Cash and cash equivalents			$	4,766					$	5,708
Restricted Cash			4,041						8,086
Total cash, cash equivalents and restricted cash			$	8,807					$	13,794

7. PROPERTY AND EQUIPMENT

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

			September 30, 2022						December 31, 2021			Estimated Useful Lives (Years)
			(in thousands)
Land			$	10,070					$	10,298		N/A
Trackage and facilities			106,959						147,810			10-30
Pipeline			12,759						32,735			20-30
Equipment			21,925						27,014			3-20
Furniture			83						89			5-10
Total property and equipment			151,796						217,946
Accumulated depreciation			(44,911)						(60,953)
Construction in progress (1)			701						861
Property and equipment, net			$	107,586					$	157,854

    

(1)The amounts classified as “Construction in progress” are excluded from amounts being depreciated. These amounts represent property that has not been placed into productive service as of the respective consolidated balance sheet date.

Depreciation expense associated with property and equipment totaled $2.6 million and $2.7 million for the three months ended September 30, 2022 and 2021, respectively, and $7.9 million, for each of the nine months ended September 30, 2022 and 2021.

Stroud Terminal

We determined the expiration of a customer contract for terminal services at our Stroud Terminal was an event that required us to evaluate our Stroud Terminal asset group for impairment. Our projections of the undiscounted cash flows expected to be derived from the operation and disposition of the Stroud terminal asset group exceeded the carrying value of the asset group as of June 30, 2022, the date of our evaluation, indicating cash flows were expected to be sufficient to recover the carrying value of the Stroud Terminal asset group. We have not observed any events or circumstances subsequent to our analysis that would suggest the fair value of our Stroud Terminal is below the carrying amount as of September 30, 2022.

Casper Terminal

In September 2022, we determined that recurring periods where cash flow projections were not met due to adverse market conditions at our Casper Terminal was an event that required us to evaluate our Casper Terminal asset group for impairment.

We measured the fair value of our Casper terminal asset group by primarily relying on the cost approach. The income approach was considered in the context of our economic obsolescence analysis as part of the application of the cost approach. The sales comparison or market approach was used as the most appropriate methodology to derive the fair value of the land associated with the Casper terminal asset group. Our estimate of fair value required

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us to use significant unobservable inputs representative of a Level 3 fair value measurement, including those discussed below.

The critical assumptions used in our cost approach impairment analysis include the following:

1) a range of 5 to 45 years to estimate the valuation useful life of the assets; 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 have 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 have included in “Impairment of intangibles and long-lived assets” within our consolidated statements of operations. The Casper Terminal is included in our Terminalling services segment as reported in our segment results included in Note 14. Segment Reporting.

8. LEASES

Lessee

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

									Nine Months Ended September 30, 2022
Weighted-average discount rate									5.3		%
Weighted average remaining lease term in years									3.71

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2022						2021						2022						2021
			(in thousands)
Operating lease cost						$	1,375					$	1,514					$	4,280					$	4,501
Short term lease cost						131						45						292						137
Variable lease cost						4						7						35						34
Sublease income						(1,280)						(1,347)						(3,842)						(4,043)
Total						$	230					$	219					$	765					$	629

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, 2022 (in thousands):

2022			$	1,420
2023			145
2024			114
2025			114
2026			117
Thereafter			505
Total lease payments			$	2,415
Less: imputed interest			(227)
Present value of lease liabilities			$	2,188

Lessor

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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,
						2022						2021						2022						2021
						(in thousands, except weighted average term)
Lease income (1)						$	2,501					$	2,078					$	7,481					$	6,432
Weighted average remaining lease term in years																								3.63

        

(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 $1.6 million and $1.1 million for the three months ended September 30, 2022 and 2021, and $4.7 million and $3.5 million for the nine months ended September 30, 2022 and 2021, 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, 2022 (in thousands): 

2022			$	2,411
2023			2,659
2024			2,663
2025			2,656
2026			2,430
Total			$	12,819

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9. 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, 2022						December 31, 2021
			(in thousands)
Carrying amount:
Customer service agreements			$	3,832					$	125,960
Other			—						106
Total carrying amount			3,832						126,066
Accumulated amortization:
Customer service agreements			—						(77,115)
Other			—						(65)
Total accumulated amortization			—						(77,180)
Total intangible assets, net			$	3,832					$	48,886

Amortization expense associated with intangible assets totaled $3.2 million for the three months ended September 30, 2022 and 2021, and $9.5 million for each of the nine months ended September 30, 2022 and 2021.

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 intangibles and long-lived assets” within our consolidated statements of operations for the three and nine months ended September 30, 2022. At September 30, 2022, we had a remaining intangible asset balance of $3.8 million in our consolidated balance sheet.

10. DEBT

In November 2018, we amended and restated our revolving senior secured credit agreement, which we originally established in October 2014. We refer to the amended and restated senior secured credit agreement executed in November 2018, and as amended as described below, as the Credit Agreement and the original senior secured credit agreement as the Previous Credit Agreement. Our Credit Agreement amended and restated in its entirety our Previous Credit Agreement.

On October 29, 2021, we entered into an amendment to our Credit Agreement, with a syndicate of lenders. The amendment extends the maturity date of the agreement by one year. The aggregate borrowing capacity of the facility is $275 million and reflects the resignation of Citibank, N.A. as administrative agent and swing line lender under the facility and the appointment of Bank of Montreal as the successor administrative agent and swing line lender under the facility.

Our Credit Agreement matures on November 2, 2023. Our Credit Agreement provides us with the ability to request an additional one-year maturity date extension, subject to the satisfaction of certain conditions including consent of the lenders, and allows us the option to increase the maximum amount of credit available up to a total facility size of $390 million, subject to receiving increased commitments from lenders and satisfaction of certain conditions. The Credit Agreement includes financial covenants.

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

In addition, prior to our acquisition, the Hardisty South entities had a Construction Loan Agreement and a corresponding Promissory Note, referred to collectively as the CLA, with BOKF, NA, dba Bank of Oklahoma which was originally established in September 2018. At December 31, 2021, the amended CLA had a maximum principal amount of $16.1 million and an interest rate of 3.25%. In March 2022, the agreement was amended to allow a related party subsidiary of our Sponsor, USD North America LP, to assume the outstanding obligations of the Hardisty South entities to BOK by becoming a co-borrower. As a result, the debt was transferred by the Hardisty South entities to USD North America LP in March 2022.

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

			September 30, 2022						December 31, 2021
			(in thousands)
Construction loan agreement - Bank of Oklahoma			$	—					$	5,701
Credit Agreement			$	222,000					$	168,000
Less: Deferred financing costs, net			(1,180)						(2,080)
Less: Long-term debt, current portion			—						(4,251)
Total long-term debt, net			$	220,820					$	167,370

We determined the capacity available to us under the terms of our Credit Agreement was as follows as of the specified dates:

			September 30, 2022						December 31, 2021
			(in millions)
Aggregate borrowing capacity under Credit Agreement			$	275.0					$	275.0
Less: Amounts outstanding under the Credit Agreement			222.0						168.0
Available under the Credit Agreement based on capacity			$	53.0					$	107.0
Available under the Credit Agreement based on covenants (1)			$	53.0					$	80.0

    

(1)    Pursuant to the terms of our Credit Agreement our borrowing capacity is limited to 4.5 times (5.0 times for the two quarters following a material acquisition) our trailing 12-month consolidated EBITDA, which equates to $56.6 million and $80.0 million of borrowing capacity available based on our covenants at September 30, 2022 and December 31, 2021, respectively. Our acquisition of Hardisty South, which was completed in April 2022, is treated as a material acquisition under the terms of our Credit Agreement. As a result, our borrowing capacity will be limited to 5.0 times our 12-month trailing consolidated EBITDA through December 31, 2022. However, at September 30, 2022, our available borrowings are limited by the capacity available under our Credit Agreement of $53.0 million, which is reflected in the table above.

The weighted average interest rate on our outstanding indebtedness was 5.31% and 2.39% at September 30, 2022 and December 31, 2021, respectively, without consideration to the effect of our derivative contracts. In addition to the interest we incur on our outstanding indebtedness, we paid commitment fees of 0.5% on unused commitments at September 30, 2022, which rate will vary based on our consolidated net leverage ratio, as defined in our Credit Agreement. At September 30, 2022, we were in compliance with the covenants set forth in our Credit Agreement.

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(in thousands)
Interest expense on the Credit Agreement			$	2,855					$	1,333					$	5,826					$	4,530
Amortization of deferred financing costs			271						234						899						698
Total interest expense			$	3,126					$	1,567					$	6,725					$	5,228

We had a interest payable of $1.0 million and $0.1 million at September 30, 2022 and December 31, 2021, respectively, recorded in “Other current liabilities” in our consolidated balance sheets.

11. COLLABORATIVE ARRANGEMENT

We entered into a facilities connection agreement in 2014 with Gibson under which Gibson developed, constructed and operates a pipeline and related facilities connected to our Hardisty Terminal. Gibson’s storage terminal is the exclusive means by which our Hardisty Terminal receives crude oil. Subject to certain limited exceptions regarding manifest train facilities, our Hardisty Terminal is the exclusive means by which crude oil from Gibson’s Hardisty storage terminal may be transported by rail. We remit pipeline fees to Gibson for the transportation of crude oil to our Hardisty Terminal based on a predetermined formula. Pursuant to our arrangement with Gibson, we incurred pipeline fees of $5.7 million and $8.4 million for the three months ended September 30, 2022 and 2021, respectively, and $22.6 million and $46.0 million for the nine months ended September 30, 2022 and 2021, respectively, which are presented as “Pipeline fees” in our consolidated statements of operations.

12. 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, 2022, owns 17,308,226 of our common units representing a 51.9% limited partner interest in us. As of September 30, 2022, a value of up to $10.0 million of these common units were subject to a negative pledge supporting USDG’s revolving line of credit for working capital. USDG also provides us with general and administrative support services necessary for the operation and management of our business.

USD Partners GP LLC, our general partner, pursuant to our partnership agreement, is responsible for our overall governance and operations. However, our general partner has no obligation to, does not intend to and has not implied that it would, provide financial support to or fund cash flow deficits of the Partnership.

USD Marketing LLC, or USDM, is a wholly-owned subsidiary of USDG organized to promote contracting for services provided by our terminals and to facilitate the marketing of customer products.

USD Clean Fuels LLC, or USDCF, is a newly formed 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

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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, 2022 and 2021 was $2.3 million and $1.6 million, respectively, and for the nine months ended September 30, 2022 and 2021 was $6.9 million and $5.0 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 $0.5 million and $1.4 million with respect to these costs at September 30, 2022 and December 31, 2021, respectively, included in “Accounts payable and accrued expenses — related party” in our consolidated balance sheets.

USD Services Agreement

Prior to our acquisition of the Hardisty South entities, USD and the Hardisty South entities entered into a services agreement for the provision of services related to the management and operation of transloading assets. Services provided consisted of financial and administrative, information technology, legal, management, human resources, and tax, among other services. The Hardisty South entities incurred $3.2 million pursuant to the agreement for the nine months ended September 30, 2022 and $3.4 million and $49.3 million of expense for the three and nine months ended September 30, 2021, respectively, and these amounts are included in “Selling, general, and administrative — related party” in our consolidated statements of operations. There was no associated expense for the three months ended September 30, 2022 related to the agreement. Upon our acquisition of the Hardisty South entities effective April 1, 2022, this services agreement was cancelled and a similar agreement was established with us.

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. Payments made under the Stroud Terminal MSA during the periods presented in this Report are discussed below under the heading “Related Party Revenue and Deferred Revenue.”

Marketing Services Agreement - West Colton Terminal

In June 2021, we entered into a new Terminal Services Agreement with USDCF that is supported by a minimum throughput commitment to USDCF from an investment-grade rated, refining customer as well as a performance guaranty from USD. The Terminal Services Agreement provides for the inbound shipment of renewable diesel on rail at our West Colton Terminal and the outbound shipment of the product on tank trucks to local consumers. The new Terminal Services Agreement has an initial term of five years and commenced on

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December 1, 2021. We have modified our existing West Colton Terminal so that it now has the capability to transload renewable diesel in addition to the ethanol that it has been transloading.

In exchange for the new Terminal Services Agreement at our West Colton Terminal with USDCF discussed above, we also entered into a Marketing Services Agreement in June 2021, or the West Colton MSA, with USDCF pursuant to which we agreed to grant USDCF marketing and development rights pertaining to future renewable diesel opportunities associated with the West Colton Terminal in excess of the initial renewable diesel Terminal Services Agreement simultaneously executed in June 2021 between us and USDCF. These rights entitle USDCF to market all additional renewable diesel opportunities at the West Colton Terminal during the initial term of the USDCF agreement, and following the initial term of that agreement, all renewable diesel opportunities at the West Colton Terminal in excess of the throughput necessary to generate Adjusted EBITDA for the West Colton Terminal that is at least equal to the average monthly Adjusted EBITDA derived from the initial USDCF agreement during the 12 months prior to expiration of that agreement’s initial five-year term. Pursuant to the West Colton MSA, USDCF will fund any related capital costs associated with increasing the throughput or efficiency of the terminal to handle additional renewable diesel opportunities. In addition, we granted USDCF the right to develop other renewable diesel projects at the West Colton Terminal in exchange for a per barrel fee covering our associated operating costs. Any such development projects would be wholly-owned by USD and would be subject to the ROFO with respect to midstream infrastructure developed by USD. There have been no payments made under the West Colton MSA during the periods presented in this Report.

Contribution Agreement

On March 27, 2022, we entered into a Contribution, Conveyance and Assumption agreement, or the Contribution Agreement, with our sponsor to acquire 100% of the entities owning the Hardisty South Terminal assets from USDG as well as eliminate the IDRs and economic general partner interest of our Sponsor for a total consideration of $75.0 million in cash and 5,751,136 common units representing limited partner interests in us. We completed the transaction on April 6, 2022 with an effective date of April 1, 2022. Refer to Note 3. Hardisty South Terminal Acquisition for more information.

Related Party Revenue and Deferred Revenue

We have agreements to provide terminal and fleet services for USDM with respect to our Hardisty Terminal and terminal services with respect to our Stroud Terminal, which also include reimbursement to us for certain out-of-pocket expenses we incur, discussed in more detail below. Additionally, as previously discussed, we also entered into a new Terminal Services Agreement at our West Colton Terminal with USDCF that became effective December 31, 2021.

In connection with our purchase of the Stroud Terminal, we also entered into a Marketing Services Agreement with USDM, as discussed above. Pursuant to the terms of the agreement, we receive a fixed amount per barrel from USDM in exchange for marketing the additional capacity available at the Stroud Terminal. Effective August 2021, upon the commencement of the contract changes associated with the successful completion of the DRU project, the existing customer elected to fully terminate the volume commitments attributable to USDM at the Stroud Terminal, and therefore effective August 2021, we are no longer receiving a fixed fee payment from USDM. However, the Marketing Services Agreement is still effective for any future customer contracts obtained by USDM at the Stroud Terminal.

We include amounts received pursuant to these arrangements as revenue in the table below under “Terminalling services — related party” in our consolidated statements of operations.

Additionally, we received revenue from USDM for the lease of 200 railcars pursuant to the terms of an existing agreement with us, which is included in the table below under “Fleet leases — related party” and “Fleet services — related party” and in our consolidated statements of operations.

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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,
			2022						2021						2022						2021
			(in thousands)
Terminalling services — related party			$	670					$	313					$	1,987					$	2,527
Fleet leases — related party			912						984						2,737						2,951
Fleet services — related party			298						227						896						682
			$	1,880					$	1,524					$	5,620					$	6,160

We had the following amounts outstanding with USD and affiliates on our consolidated balance sheets as presented below in the following table for the indicated periods:

			September 30, 2022						December 31, 2021
			(in thousands)
Accounts receivable — related party			$	362					$	2,051
Accounts payable and accrued expenses — related party (1)			$	377					$	12,707
Other current liabilities — related party (2)			$	16					$	64

        

(1)Does not include amounts payable to related parties associated with the Omnibus Agreement, as discussed above. In addition, the recasted balance at December 31, 2021, includes $12.6 million of payables to related parties attributable to the Hardisty South entities prior to our acquisition.

(2)Represents a contract liability associated with a lease agreement with USDM and cumulative revenue that has been deferred due to tiered billing provisions.

Cash Distributions

We paid the following aggregate cash distributions to USDG as a holder of our common units and to USD Partners GP LLC as sole holder of our general partner interest and IDRs.

Distribution Declaration Date						Record Date						Distribution Payment Date						Amount Paid to  USDG						Amount Paid to USD Partners GP LLC
																		(in thousands)
January 26, 2022						February 9, 2022						February 18, 2022						$	1,398					$	56
April 21, 2022						May 4, 2022						May 13, 2022						$	1,484					$	—
July 20, 2022						August 3, 2022						August 12, 2022						$	2,138					$	—

13. COMMITMENTS AND CONTINGENCIES

From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. We do not believe that we are currently a party to any such proceedings that will have a material adverse impact on our financial condition or results of operations.

14. 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 customers with railcars and fleet services

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related to the transportation of liquid hydrocarbons under multi-year, take-or-pay contracts. Corporate activities are not considered a reportable segment, but are included to present shared services and financing activities which are not allocated to our established reporting segments.

Our segments offer different services and are managed accordingly. Our CODM regularly reviews financial information about both segments in order to allocate resources and evaluate performance. Our CODM assesses segment performance based on the cash flows produced by our established reporting segments using Segment Adjusted EBITDA. Segment Adjusted EBITDA is a measure calculated in accordance with GAAP. We define Segment Adjusted EBITDA as “Net income (loss)” of each segment adjusted for depreciation and amortization, interest, income taxes, changes in contract assets and liabilities, deferred revenues, foreign currency transaction gains and losses and other items which do not affect the underlying cash flows produced by our businesses. As such, we have concluded that disaggregating revenue by reporting segments appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

			Three Months Ended September 30, 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			—						—						—						—
Fleet services — related party			—						298						—						298
Freight and other reimbursables			254						—						—						254
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 intangibles and long-lived assets			71,612						—						—						71,612
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)

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			Three Months Ended September 30, 2021
			Terminalling services						Fleet services						Corporate						Total
			(in thousands)
Revenues
Terminalling services			$	33,751					$	—					$	—					$	33,751
Terminalling services — related party			313						—						—						313
Fleet leases — related party			—						984						—						984
Fleet services			—						—						—						—
Fleet services — related party			—						227						—						227
Freight and other reimbursables			138						35						—						173
Freight and other reimbursables — related party			—						—						—						—
Total revenues			34,202						1,246						—						35,448
Operating costs
Subcontracted rail services			4,642						—						—						4,642
Pipeline fees			8,431						—						—						8,431
Freight and other reimbursables			138						35						—						173
Operating and maintenance			1,759						993						—						2,752
Selling, general and administrative			4,922						63						2,977						7,962
Impairment of intangibles and long-lived assets			—						—						—						—
Depreciation and amortization			5,869						—						—						5,869
Total operating costs			25,761						1,091						2,977						29,829
Operating income (loss)			8,441						155						(2,977)						5,619
Interest expense			87						—						1,480						1,567
Gain associated with derivative instruments			—						—						(110)						(110)
Foreign currency transaction loss (gain)			(289)						(1)						236						(54)
Other expense (income), net			5						—						(1)						4
Provision for income taxes			61						18						—						79
Net income (loss)			$	8,577					$	138					$	(4,582)					$	4,133

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			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			—						—						—						—
Fleet services — related party			—						896						—						896
Freight and other reimbursables			514						—						—						514
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 intangibles and long-lived assets			71,612						—						—						71,612
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)
Total assets			$	126,669					$	1,787					$	10,219					$	138,675

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			Nine Months Ended September 30, 2021
			Terminalling services						Fleet services						Corporate						Total
			(in thousands)
Revenues
Terminalling services			$	163,863					$	—					$	—					$	163,863
Terminalling services — related party			2,527						—						—						2,527
Fleet leases — related party			—						2,951						—						2,951
Fleet services			—						24						—						24
Fleet services — related party			—						682						—						682
Freight and other reimbursables			443						98						—						541
Total revenues			166,833						3,755						—						170,588
Operating costs
Subcontracted rail services			13,520						—						—						13,520
Pipeline fees			45,997						—						—						45,997
Freight and other reimbursables			443						98						—						541
Operating and maintenance			5,751						2,984						—						8,735
Selling, general and administrative			53,575						228						9,507						63,310
Impairment of intangibles and long-lived assets			—						—						—						—
Depreciation and amortization			17,378						—						—						17,378
Total operating costs			136,664						3,310						9,507						149,481
Operating income (loss)			30,169						445						(9,507)						21,107
Interest expense			422						—						4,806						5,228
Gain associated with derivative instruments			—						—						(2,468)						(2,468)
Foreign currency transaction gain			(786)						—						(57)						(843)
Other income, net			(10)						—						(2)						(12)
Provision for income taxes			593						66						—						659
Net income (loss)			$	29,950					$	379					$	(11,786)					$	18,543
Total assets			$	240,897					$	5,548					$	1,499					$	247,944

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Segment Adjusted EBITDA

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

			Three Months Ended September 30,												Nine Months Ended September 30,
Terminalling Services Segment			2022						2021						2022						2021
			(in thousands)
Net income (loss)			$	(69,955)					$	8,577					$	(52,750)					$	29,950
Interest expense (income), net (1)			(18)						87						97						421
Depreciation and amortization			5,758						5,869						17,362						17,378
Provision for income taxes			473						61						884						593
Foreign currency transaction loss (gain) (2)			97						(289)						1,836						(786)
Loss associated with disposal of assets			—						6						3						11
Impairment of intangibles and long-lived assets			71,612						—						71,612						—
Non-cash deferred amounts (3)			(1,475)						(165)						(3,361)						2,033
Segment Adjusted EBITDA attributable to Hardisty South entities prior to acquisition (4)			—						(76)						(258)						(790)
Segment Adjusted EBITDA			$	6,492					$	14,070					$	35,425					$	48,810

    

(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 expense (income), net” in our consolidated statements of operations.

(2)    Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries.

(3)    Represents the change in non-cash contract assets and liabilities associated with revenue recognized at blended rates based on tiered rate structures in certain of our customer contracts and deferred revenue associated with deficiency credits that are expected to be used in the future prior to their expiration. Amounts presented are net of the corresponding prepaid Gibson pipeline fee that will be recognized as expense concurrently with the recognition of revenue.

(4)    Segment adjusted EBITDA attributable to the Hardisty South entities for the three months ended March 31, 2022 and the three and nine months ended September 30, 2021 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			2022						2021						2022						2021
			(in thousands)
Net income			$	132					$	138					$	453					$	379
Provision for income taxes			73						18						121						66
Interest income (1)			(1)						—						(3)						—
Foreign currency transaction loss (gain) (2)			1						(1)						2						—
Segment Adjusted EBITDA			$	205					$	155					$	573					$	445

    

(1)    Represents interest income associated with our Fleet Services segment that is included in “Other expense (income), net” in our consolidated statements of operations.

(2)    Represents foreign exchange transaction amounts associated with activities between our U.S. and Canadian subsidiaries.

15. DERIVATIVE FINANCIAL INSTRUMENTS

Our 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

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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 September 2020, we entered into an interest rate swap that was made effective as of August 2020. The interest rate swap was a five-year contract with a $150.0 million notional value that fixed our one-month LIBOR to 0.84% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settled monthly through the termination date, as discussed below.

As a result of our acquisition of the Hardisty South Terminal and the associated additional borrowings under our Credit Agreement that occurred to finance the acquisition, in April 2022, we terminated our existing interest rate swap discussed above and simultaneously entered into a new interest rate swap. In lieu of settling the asset value of the existing interest rate swap agreement of $9.2 million that existed at the time the agreement was terminated, the value of the asset was rolled into the new fixed interest rate swap to reduce the interest rate. The new interest rate swap was a five-year contract with a $175.0 million notional value that fixed the secured overnight financing rate, or SOFR, to 1.57% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settled monthly through the termination date, as discussed below.

On July 27, 2022, we terminated and settled the existing interest rate swap for cash proceeds of $7.7 million. We used the proceeds from this settlement to pay down outstanding debt on our Credit Agreement. We simultaneously entered into a new interest rate swap that was made effective as of August 17, 2022. The new interest rate swap is a five-year contract with a $175.0 million notional value that fixes SOFR to 2.686% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settles monthly through the termination date in July 2027.

Subsequent to September 30, 2022, we settled the interest rate swap discussed above for cash proceeds and simultaneously entered into a new interest rate swap agreement. 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, 2022						December 31, 2021
			(in thousands)
Other current assets			$	2,569					$	—
Other non-current assets			5,614						1,995
Other current liabilities			—						(583)
			$	8,183					$	1,412

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

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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,
			2022						2021						2022						2021
			(in thousands)
Gain associated with derivative instruments			$	(6,904)					$	(110)					$	(13,800)					$	(2,468)

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, 2022						December 31, 2021
						Notional						Interest Rate Parameters						Fair Value						Fair Value
																		(in thousands)
Swap Agreements
Swap maturing August 2025						$	150,000,000					0.84		%				$	—					$	1,412
Swap maturing July 2027						$	175,000,000					2.686		%				$	8,183					$	—

16. 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.

Effective April 1, 2022 our sponsor’s general partner interest in us was exchanged for a non-economic general partner interest in us. We issued 5,751,136 common units to our sponsor in connection with our acquisition of the Hardisty South Terminal. Refer to Note 3. Hardisty South Terminal Acquisition for more information.

Pursuant to the terms of the USD Partners LP Amended and Restated 2014 Long-Term Incentive Plan, which we refer to as the A/R LTIP, our phantom unit awards, or Phantom Units, granted to directors and employees of our general partner and its affiliates, which are classified as equity, are converted into our common units upon vesting. Equity-classified Phantom Units totaling 548,294 vested during the first nine months in 2022, of which 361,173 were converted into our common units after 187,121 Phantom Units were withheld from participants for the payment of applicable employment-related withholding taxes. The conversion of these Phantom Units did not have any economic impact on Partners’ Capital, since the economic impact is recognized over the vesting period. Additional information and discussion regarding our unit based compensation plans is included below in Note 17. Unit Based Compensation.

The board of directors of our general partner has adopted a cash distribution policy pursuant to which we intend to distribute at least the minimum quarterly distribution of $0.2875 per unit ($1.15 per unit on an annualized basis) on all of our units to the extent we have sufficient available cash after the establishment of cash reserves and the payment of our expenses, including payments to our general partner and its affiliates. The board of directors of our general partner may change our distribution policy at any time and from time to time. Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis. The amount of distributions we pay under our cash distribution policy and the decision to make any distribution are determined by our general partner. For the quarter ended September 30, 2022, the board of directors of our general partner determined that we had sufficient available cash after the establishment of cash reserves and the payment of our expenses to distribute $0.1235 per unit on all of our units.

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17. UNIT BASED COMPENSATION

Long-term Incentive Plan

In 2022 and 2021, the board of directors of our general partner, acting in its capacity as our general partner, approved the grant of 625,732 and 669,043 Phantom Units, respectively, to directors and employees of our general partner and its affiliates under our A/R LTIP. At September 30, 2022, we had 146,216 Phantom Units remaining available for issuance. The Phantom Units are subject to all of the terms and conditions of the A/R LTIP and the Phantom Unit award agreements, which are collectively referred to as the Award Agreements. Award amounts for each of the grants are generally determined by reference to a specified dollar amount based on an allocation formula which included a percentage multiplier of the grantee’s base salary, among other factors, converted to a number of units based on 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, 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

			Director and Independent Consultant Phantom Units						Employee Phantom Units						Weighted-Average Grant Date Fair Value Per Phantom Unit
Phantom Unit awards at December 31, 2020			40,065						1,324,837						$	10.98
Granted			40,065						573,204						$	4.82
Vested			(40,065)						(518,389)						$	11.33
Forfeited			—						(10,004)						$	8.27
Phantom Unit awards at September 30, 2021			40,065						1,369,648						$	8.18

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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, 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

			Director and Independent Consultant Phantom Units						Employee Phantom Units						Weighted-Average Grant Date Fair Value Per Phantom Unit
Phantom Unit awards at December 31, 2020			13,136						59,284						$	10.58
Granted			13,136						41,138						$	4.82
Vested			(13,136)						—						$	10.15
Phantom Unit awards at September 30, 2021			13,136						100,422						$	7.88

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.

For the three months ended September 30, 2022 and 2021, we recognized $1.2 million and $1.3 million, respectively, and for the nine months ended September 30, 2022 and 2021, we recognized $3.7 million and $4.3 million, respectively, of compensation expense associated with outstanding Phantom Units. As of September 30, 2022, we have unrecognized compensation expense associated with our outstanding Phantom Units totaling $7.0 million, which we expect to recognize over a weighted average period of 2.30 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.

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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,
			2022						2021						2022						2021
			(in thousands)
Equity-classified Phantom Units (1)			$	170					$	164					$	500					$	477
Liability-classified Phantom Units			14						13						37						34
Total			$	184					$	177					$	537					$	511

        

(1)    We reclassified $2 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, 2022. We reclassified $1 thousand and $8 thousand for the three and nine months ended September 30, 2021, respectively, for forfeitures.

18. SUPPLEMENTAL CASH FLOW INFORMATION

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

			Nine Months Ended September 30,
			2022						2021
			(in thousands)
Cash paid for income taxes, net (1)			$	866					$	843
Cash paid for interest			$	4,873					$	4,682
Cash paid for operating leases			$	4,892					$	4,637

        

(1)    Includes the net effect of tax refunds of $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. Also includes the net effect of tax refunds of $31 thousand received in the third quarter of 2022 associated with prior period Canadian taxes.

Non-cash Investing Activities

For the nine months ended September 30, 2022 and 2021, we had non-cash investing activities for capital expenditures for property and equipment that were financed through “Accounts payable and accrued expenses” and “Accounts Payable and accrued expenses — related party” and an accrued reimbursement associated with our collaborative arrangement included in “Accounts receivable, net” as presented in the table below for the periods indicated:

						Nine months ended September 30,
						2022						2021
						(in thousands)
Property and equipment financed through accounts payable and accrued expenses						$	250					$	(708)
Accrued reimbursement of property and equipment						$	(139)					$	—

We recorded $0.7 million and $1.6 million of right-of-use lease assets and the associated liabilities on our consolidated balance sheet as of September 30, 2022 and 2021, respectively, representing non-cash activities resulting from new, extended, cancelled or declassified lease agreements. 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 from USD North America LP, a wholly-owned subsidiary of our Sponsor, in exchange for its assumption of an aggregate amount of related party debt.

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19. SUBSEQUENT EVENTS

Distribution to Partners

On October 20, 2022, the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a quarterly cash distribution payable of $0.1235 per unit, or $0.494 per unit on an annualized basis, for the three months ended September 30, 2022. The distribution will be paid on November 14, 2022, to unitholders of record at the close of business on November 2, 2022. The distribution will include payment of $2.0 million to our public common unitholders and $2.1 million to USDG as a holder of our common units.

Derivative Financial Instrument Settlement

On October 12, 2022, we terminated and settled our existing interest rate swap for cash proceeds of $9.0 million. We plan to use the proceeds from this settlement to pay down outstanding debt on the Credit Agreement and fund our ongoing working capital needs. We simultaneously entered into a new interest rate swap that was made effective as of October 17, 2022. The new interest rate swap is a five-year contract with a $175.0 million notional value that fixes SOFR to 3.956% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settles monthly through the termination date in October 2027.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations is based on and should be read in conjunction with the unaudited consolidated financial statements and accompanying notes in “Item 1. Financial Statements” contained herein and our audited consolidated financial statements and accompanying notes included in “Item 8. Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Among other things, those consolidated financial statements include more detailed information regarding the basis of presentation for the following discussion and analysis. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q. Please also read the “Cautionary Note Regarding Forward-Looking Statements” following the table of contents in this Report.

We denote amounts denominated in Canadian dollars with “C$” immediately prior to the stated amount.

The financial information for the three and nine months ended September 30, 2021 has been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal acquisition because the acquisition represented a business combination between entities under common control. Refer to Part I. Item 1. Financial Statements, Note 3.Hardisty South Acquisition of this Quarterly Report for more information.

Overview

We are a fee-based, growth-oriented master limited partnership formed by our sponsor, USD, to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. We generate substantially all of our operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. Our network of crude oil terminals facilitates the transportation of heavy crude oil from Western Canada to key demand centers across North America. Our operations include railcar loading and unloading, storage and blending in onsite tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. We also provide our customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons by rail.

We generally do not take ownership of the products that we handle nor do we receive any payments from our customers based on the value of such products. We may on occasion enter into buy-sell arrangements in which we take temporary title to commodities while in our terminals. We expect any such arrangements to be at fixed prices where we do not take any exposure to changes in commodity prices.

We believe rail will continue as an important transportation option for energy producers, refiners and marketers due to its unique advantages relative to other transportation means. Specifically, rail transportation of energy-related products provides flexible access to key demand centers on a relatively low fixed-cost basis with faster physical delivery, while preserving the specific quality of customer products over long distances.

USDG, a wholly-owned subsidiary of USD, and the sole owner of our general partner, is engaged in designing, developing, owning, and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USDG’s solutions create flexible market access for customers in significant growth areas and key demand centers, including Western Canada, the U.S. Gulf Coast and Mexico. Among other projects, USDG is currently pursuing the development of a premier energy logistics terminal on the Houston Ship Channel with capacity for substantial tank storage, multiple docks (including barge and deepwater), inbound and outbound pipeline connectivity, as well as a rail terminal with unit train capabilities.

USDG completed an expansion project in January 2019 at the Partnership’s Hardisty Terminal, referred to herein as Hardisty South, which added one and one-half 120-railcar unit trains of transloading capacity per day, or approximately 112,500 barrels per day, or bpd. In April 2022, we acquired 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-

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economic general partner interest and eliminated our sponsor’s IDRs for a total consideration of $75.0 million in cash and 5,751,136 common units, that was made effective as of April 1, 2022. The acquisition of the Hardisty South Terminal increases the size, scale and growth capacity of the Partnership’s asset base, while optimizing operational and commercial synergies of the Hardisty Terminal in order to capitalize on the growth benefits associated with the Sponsor’s Diluent Recovery Unit, or DRU, program. For more information on our drop down acquisition of the Hardisty South Terminal, refer to Part I. Item 1. Financial Statements, Note 3. Hardisty South Terminal Acquisition of this Quarterly Report.

USD’s Diluent Recovery Unit and Port Arthur Terminal Projects

During 2021, USD, along with its joint venture partner, Gibson, successfully completed construction on and placed into service the DRU at the Hardisty Terminal, as a part of a long-term solution to transport heavier grades of crude oil produced in Western Canada by rail. USD also placed into service a new destination terminal in Port Arthur, Texas, or PAT. Refer to the Growth Opportunities for our Operations section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for further information.

Recent Developments

Market Update

Substantially all of our operating cash flows are generated from take-or-pay contracts 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.

Impact of Current Market Events

Given that crude oil prices have recovered and are higher than pre-COVID levels, Canadian production that was temporarily shut-in due to COVID-19 has also returned to pre-COVID levels. Additionally, in January 2022, the Canadian Association of Petroleum Producers, or CAPP, announced that they are forecasting a $6 billion dollar increase in planned upstream oil and gas spending as compared to 2021 levels. The expected growth spending for 2022 would mark the second straight year of significant increases in investment as Canadian producers look to capitalize on stronger commodity prices due to rapidly growing global demand for natural gas and crude oil. In addition, the Natural Resources Minister for Canada recently announced that Canada has the production capacity to increase its 2022 oil and gas exports incrementally by 300,000 barrels per day in response to supply shortages brought on by the ongoing conflict in Ukraine.

However, in the first quarter of 2022, Canadian crude oil inventories reached historical low levels due to a combination of specific supply disruptions and one-time line fill demand events from new pipeline capacity. Canadian crude oil inventory levels have steadily recovered from historical lows and have returned to normal levels in the second quarter of 2022. During the third quarter of 2022, U.S. Mid-Continent (PADD II) and U.S. Gulf Coast (PADD III) unplanned refinery maintenance led to a decrease in demand and in turn slightly increased inventory levels, but overall inventory levels remain at the lower end of the five-year average.

Additionally, the U.S. government announced plans to release up to 260 million barrels of crude oil from the U.S. Strategic Petroleum Reserve or SPR, starting in October 2021 and is expected to continue through December 2022. The impact of these releases has weakened replacement costs in the U.S. Gulf Coast for all sour crude oil alternatives. As replacement costs have weakened, WCS Houston crude prices have done the same, which has driven WCS Hardisty prices at origin to weaken in response.

Given the supply and demand events discussed above, and based on the forecasted production increases in Canada, we expect that inventory levels in the last quarter of 2022 will begin to build to a higher level within the five-year average from the current level at the lower end of the range, as previously discussed. As inventories

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continue to build, expectations are that pipeline apportionment levels will grow which will potentially lead to higher demand for a crude by rail egress solution. However, the extent and duration of any increases in apportionment or inventory levels are difficult to predict, if such increases occur at all.

Another factor that may contribute to the demand for a crude by rail egress solution is the significant regulatory and legal obstacles that pipeline projects and existing pipelines experience in the U.S and Canada. For example, it was recently announced by Trans Mountain Corporation, or TMC, that the cost of the Trans Mountain Pipeline expansion project has nearly doubled and the timeline for completing the project has now been extended out further into 2023. This prompted the Canadian Government to announce that it is cutting off funding for the project and advised TMC to secure the necessary funding from public debt markets or financial institutions. The Canadian government does not plan to be the long-term owner of the pipeline and expects to launch a sale process in due course. As environmental, regulatory and political challenges to increase pipeline export capacity remain, we believe crude by rail exports will remain a valuable egress solution.

In the long-term, as stated above, we expect demand for rail capacity at our terminals to continue to increase over the next several years and potentially longer if proposed pipeline developments do not meet currently planned timelines and regulatory or other challenges to pipeline projects persist. Our Hardisty and Casper terminals, with established capacity and scalable designs, are well-positioned as strategic outlets to meet takeaway needs as Western Canadian crude oil supplies continue to exceed available pipeline takeaway capacity. Also, as previously discussed, USD along with its partner, successfully completed construction of and placed into service a diluent recovery unit, or DRU, at the Hardisty Terminal, as a part of a long-term solution to transport heavier grades of crude oil produced in Western Canada by rail. Additionally, we believe our Stroud Terminal provides an advantageous rail destination for Western Canadian crude oil given the optionality provided by its connectivity to the Cushing hub and multiple refining centers across the United States. Rail also generally provides a greater ability to preserve the specific quality of a customer’s product relative to pipelines, providing value to a producer or refiner. We expect these advantages, including our origin-to-destination capabilities, to result in long-term contract extensions and expansion opportunities across our terminal network.

How We Generate Revenue

We conduct our business through two distinct reporting segments: Terminalling services and Fleet services. We have established these reporting segments as strategic business units to facilitate the achievement of our long-term objectives, to assist in resource allocation decisions and to assess operational performance.

Terminalling Services

The terminalling services segment includes a network of strategically-located terminals that provide customers with railcar loading and/or unloading capacity, as well as related logistics services, for crude oil and biofuels. Substantially all of our cash flows are generated under multi-year, take-or-pay terminal services agreements that include minimum monthly commitment fees. We generally have no direct commodity price exposure, although fluctuating commodity prices could indirectly influence our activities and results of operations over the long term. We may on occasion enter into buy-sell arrangements in which we take temporary title to commodities while in our terminals. We expect any such agreements to be at fixed prices where we do not take commodity price exposure.

Our Hardisty Terminal, including our recent acquisition of the Hardisty South Terminal, is an origination terminal where various grades of Canadian crude oil received from Gibson’s Hardisty storage terminal and DRUbitTM from our Sponsor’s DRU facility are loaded into railcars. Our Hardisty Terminal can load up to three and one-half 120-railcar unit trains per day and consists of a fixed loading rack with approximately 60 railcar loading positions, and unit train staging with loop tracks capable of holding five unit trains simultaneously.

Our Stroud Terminal is a crude oil destination terminal in Stroud, Oklahoma, which we use to facilitate rail-to-pipeline shipments of crude oil from our Hardisty Terminal to the crude oil storage hub located in Cushing, Oklahoma. The Stroud Terminal includes 76-acres with current unit train unloading capacity of approximately 50,000 Bpd, two onsite tanks with 140,000 barrels of capacity, one truck bay, and a 12-inch diameter, 17-mile

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pipeline with a direct connection to the crude oil storage hub in Cushing Oklahoma. Our Stroud Terminal was purchased in June 2017 and commenced operations in October 2017.

Our Casper Terminal is a crude oil storage, blending and railcar loading terminal. The terminal currently offers six storage tanks with 900,000 barrels of total capacity, unit train-capable railcar loading capacity in excess of 100,000 bpd, as well as truck transloading capacity. Our Casper Terminal is supplied with multiple grades of Canadian crude oil through a direct connection with the Express Pipeline. Additionally, the Casper Terminal has a connection from the Platte terminal, where it has access to other pipelines and can receive other grades of crude oil, including locally sourced Wyoming sour crude oil. The Casper Terminal can also receive volumes through one truck unloading station and is also equipped with one truck loading station. Additionally, to supplement the rail loading options from the terminal, we constructed an outbound pipeline connection from the Casper Terminal to the nearby Platte terminal located at the termination point of the Express pipeline that was placed into service in December 2019.

Our West Colton Terminal is a unit train-capable destination terminal that can transload up to 13,000 bpd of ethanol and renewable diesel received from producers by rail onto trucks to meet local demand in the San Bernardino and Riverside County-Inland Empire region of Southern California. The West Colton Terminal has 20 railcar offloading positions and four truck loading positions.

Fleet Services

We provide one of our customers with leased railcars and fleet services related to the transportation of liquid hydrocarbons by rail on multi-year, take-or-pay terms under a master fleet services agreement. We do not own any railcars. In October 2022 we extended our master fleet services agreement through June 2023. As of September 30, 2022, our railcar fleet consisted of 200 railcars, which we lease from a railcar manufacturer, all of which are coiled and insulated, or C&I, railcars. The weighted average remaining contract life on our railcar fleet is nine months as of September 30, 2022.

Under the master fleet services agreement, we provide customers with railcar-specific fleet services, which may include, among other things, the provision of relevant administrative and billing services, the repair and maintenance of railcars in accordance with standard industry practice and applicable law, the management and tracking of the movement of railcars, the regulatory and administrative reporting and compliance as required in connection with the movement of railcars, and the negotiation for and sourcing of railcars. Our customer typically pays us and our assignees monthly fees per railcar for these services, which include a component for fleet services.

Historically, we contracted with railroads on behalf of some of our customers to arrange for the movement of railcars from our terminals to the destinations selected by our customers. We were the contracting party with the railroads for those shipments and were responsible to the railroads for the related fees charged by the railroads, for which we were reimbursed by our customers. Both the fees charged by the railroads to us and the reimbursement of these fees by our customers are included in our consolidated statements of operations in the revenues and operating costs line items entitled “Freight and other reimbursables.”

Also, we have historically assisted our customers with procuring railcars to facilitate their use of our terminal services. Our wholly-owned subsidiary USD Rail LP has historically entered into leases with third-party manufacturers of railcars and financial firms, which it has then leased to customers. Although we expect to continue to assist our customers in obtaining railcars for their use transporting crude oil to or from our terminals, we do not intend to continue to act as an intermediary between railcar lessors and our customers as our existing lease agreements expire, are otherwise terminated, or are assigned to our existing customers. Should market conditions change, we could potentially act as an intermediary with railcar lessors on behalf of our customers again in the future.

How We Evaluate Our Operations

Our management uses a variety of financial and operating metrics to evaluate our operations. When we evaluate our consolidated operations and related liquidity, we consider these metrics to be significant factors in assessing our ability to generate cash and pay distributions and include: (i) Adjusted EBITDA and DCF;

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(ii) operating costs; and (iii) volumes. We define Adjusted EBITDA and DCF below. When evaluating our operations at the segment level, we evaluate using Segment Adjusted EBITDA. Refer to Part I. Item 1. Financial Statements, Note 14. Segment Reporting of this Quarterly Report.

Adjusted EBITDA and Distributable Cash Flow

We define Adjusted EBITDA as “Net cash provided by operating activities” adjusted for changes in working capital items, interest, income taxes, foreign currency transaction gains and losses, and other items which do not affect the underlying cash flows produced by our businesses. Adjusted EBITDA is a non-GAAP, supplemental financial measure used by management and external users of our financial statements, such as investors and commercial banks, to assess:

•our liquidity and the ability of our business to produce sufficient cash flow to make distributions to our unitholders; and

•our ability to incur and service debt and fund capital expenditures.

We define Distributable Cash Flow, or DCF, as Adjusted EBITDA less net cash paid for interest, income taxes and maintenance capital expenditures. DCF does not reflect changes in working capital balances. DCF is a non-GAAP, supplemental financial measure used by management and by external users of our financial statements, such as investors and commercial banks, to assess:

•the amount of cash available for making distributions to our unitholders;

•the excess cash flow being retained for use in enhancing our existing business; and

•the sustainability of our current distribution rate per unit.

We believe that the presentation of Adjusted EBITDA and DCF in this Report provides information that enhances an investor’s understanding of our ability to generate cash for payment of distributions and other purposes. The GAAP measure most directly comparable to Adjusted EBITDA and DCF is “Net cash provided by operating activities.” Adjusted EBITDA and DCF should not be considered alternatives to “Net cash provided by operating activities” or any other measure of liquidity presented in accordance with GAAP. Adjusted EBITDA and DCF exclude some, but not all, items that affect “Net cash provided by operating activities,” and these measures may vary among other companies. As a result, Adjusted EBITDA and DCF may not be comparable to similarly titled measures of other companies.

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The following table sets forth a reconciliation of “Net cash provided by operating activities,” the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA and DCF:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021 (1)						2022						2021 (1)
			(in thousands)
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA and Distributable cash flow:
Net cash provided by operating activities			$	13,521					$	8,834					$	28,969					$	45,591
Add (deduct):
Amortization of deferred financing costs			(271)						(234)						(899)						(698)
Deferred income taxes			(442)						119						(328)						178
Changes in accounts receivable and other assets			(12,153)						(847)						(11,541)						(6,010)
Changes in accounts payable and accrued expenses			7,482						2,849						5,159						(5,023)
Changes in deferred revenue and other liabilities			1,796						248						6,474						2,871
Interest expense, net			3,099						1,566						6,692						5,225
Provision for income taxes			546						79						1,005						659
Foreign currency transaction loss (gain) (2)			152						(54)						1,942						(843)
Non-cash deferred amounts (3)			(1,475)						(165)						(3,361)						2,033
Adjusted EBITDA attributable to Hardisty South entities prior to acquisition (4)			—						(76)						(258)						(790)
Adjusted EBITDA			12,255						12,319						33,854						43,193
Add (deduct):
Cash paid for income taxes, net (5)			(186)						(144)						(866)						(843)
Cash paid for interest			(2,513)						(1,388)						(4,873)						(4,682)
Maintenance capital expenditures, net			(6)						(158)						(56)						(525)
Cash paid for income taxes, interest and maintenance capital expenditures attributable to Hardisty South entities prior to acquisition (6)			—						79						59						480
Distributable cash flow			$	9,550					$	10,708					$	28,118					$	37,623

    

(1)    As discussed in Part I. Item 1. Financial Statements, Note 1. Organization and Basis of Presentation of this Quarterly Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

(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)    Adjusted EBITDA attributable to the Hardisty South entities for the three months ended March 31, 2022 and the three and nine months ended September 30, 2021 was excluded from the Partnership’s Adjusted EBITDA, as these amounts were generated by the Hardisty South entities prior to the Partnership’s acquisition and therefore, they were not amounts that could be distributed to the Partnership’s unitholders. Refer to the table provided below for a reconciliation of “Net cash provided by operating activities” to Adjusted EBITDA for the Hardisty South entities prior to acquisition.

(5)    Includes the net effect of tax refunds of $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. Also includes the net effect of tax refunds of $31 thousand received in the third quarter of 2022 associated with prior period Canadian taxes.

(6)    Cash payments made for income taxes, interest and maintenance capital expenditures attributable to the Hardisty South entities for the three months ended March 31, 2022 and the three and nine months ended September 30, 2021 were excluded from the Partnership’s DCF calculations, as these amounts were generated by the Hardisty South entities prior to the Partnership’s acquisition. Included for the three months ended March 31, 2022 was $59 thousand of cash paid for interest. Included for the three months ended September 30, 2021 was $79 thousand of cash paid for interest. Included for the nine months ended September 30, 2021 was $165 thousand of cash paid for income taxes, $386 thousand of cash paid for interest, partially offset by a net refund of $71 thousand related to maintenance capital expenditures.

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Adjusted EBITDA and DCF presented above for the three and nine months ended September 30, 2022 include the impact of $0.1 million and $3.2 million of expenses incurred during the periods associated with our recent drop down acquisition of the Hardisty South Terminal assets from our Sponsor, respectively. Refer to Part I. Item 1. Financial Statements, Note 3.Hardisty South Acquisition of this Quarterly Report for more information.

The following table sets forth a reconciliation of “Net cash provided by operating activities,” the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA attributable to the Hardisty South entities prior to our acquisition of the entities:

			Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021						Three Months Ended March 31, 2022
			(in thousands)
Reconciliation of Net cash provided by operating activities to Adjusted EBITDA and Distributable cash flow:
Net cash provided by (used in) operating activities			$	(2,151)					$	7,907					$	(1,475)
Add (deduct):
Amortization of deferred financing costs			(26)						(76)						(84)
Deferred income taxes			(16)						(47)						(53)
Changes in accounts receivable and other assets			(534)						(5,550)						(217)
Changes in accounts payable and accrued expenses			2,903						(4,423)						155
Changes in deferred revenue and other liabilities			414						3,683						488
Interest expense, net			87						422						117
Provision for income taxes			30						220						59
Foreign currency transaction loss (gain)			(348)						(1,035)						1,600
Non-cash deferred amounts (1)			(283)						(311)						(332)
Adjusted EBITDA (2)			$	76					$	790					$	258

    

(1)    Represents the change in non-cash contract assets and liabilities associated with revenue recognized at blended rates based on tiered rate structures in certain of the customer contracts.

(2)    Adjusted EBITDA associated with the Hardisty South entities prior to our acquisition includes the impact of expenses pursuant to a services agreement with USD for the provision of services related to the management and operation of transloading assets. These expenses totaled $3.4 million and $49.3 million for the three and nine months ended September 30,2021, respectively and $3.2 million for the three months ended March 31, 2022. Upon our acquisition of the entities effective April 1, 2022, the services agreement with USD was cancelled and a similar agreement was established with us. Refer to Part I. Item 1. Financial Statements, Note 12. Transactions with Related Party of this Quarterly Report for more information.

Operating Costs

Our operating costs are comprised primarily of subcontracted rail services, pipeline fees, repairs and maintenance expenses, materials and supplies, utility costs, insurance premiums and lease costs for facilities and equipment. In addition, our operating expenses include the cost of leasing railcars from third-party railcar suppliers and the shipping fees charged by railroads, which costs are generally passed through to our customers. We expect our expenses to remain relatively stable, but they may fluctuate from period to period depending on the mix of activities performed during a period and the timing of these expenditures. In addition, we have experienced an increase in certain costs during the current year associated with the increased inflation rate, primarily relating to higher utilities costs for electricity and higher fuel costs including natural gas and diesel, and expect such costs to remain at elevated levels for the remainder of 2022 and possibly beyond. We expect to incur additional operating costs, including subcontracted rail services and pipeline fees, when we handle additional volumes at our terminals.

Our management seeks to maximize the profitability of our operations by effectively managing both our operating and maintenance expenses. As our terminal facilities and related equipment age, we expect to incur regular maintenance expenditures to maintain the operating capabilities of our facilities and equipment in compliance with sound business practices, our contractual relationships and regulatory requirements for operating these assets. We record these maintenance and other expenses associated with operating our assets in “Operating and maintenance” costs in our consolidated statements of operations.

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Volumes

The amount of Terminalling services revenue we generate depends on minimum customer commitment fees and the throughput volume that we handle at our terminals in excess of those minimum commitments. These volumes are primarily affected by the supply of and demand for crude oil, refined products and biofuels in the markets served directly or indirectly by our assets. Additionally, these volumes are affected by the spreads between the benchmark prices for these products, which are influenced by, among other things, the available takeaway capacity in those markets. Although customers at our terminals have committed to minimum monthly fees under their terminal services agreements with us, which will generate the majority of our Terminalling services revenue, our results of operations will also be affected by:

•our customers’ utilization of our terminals in excess of their minimum monthly volume commitments;

•our ability to identify and execute accretive acquisitions and commercialize organic expansion projects to capture incremental volumes; and

•our ability to renew contracts with existing customers, enter into contracts with new customers, increase customer commitments and throughput volumes at our terminals, and provide additional ancillary services at those terminals.

General Trends and Outlook

We expect our business to continue to be affected by the key trends and recent developments discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition— Factors that May Impact Future Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. To the extent our underlying assumptions about or interpretations of available information prove to be incorrect, our actual results may vary materially from our expected results. The unprecedented nature of the COVID-19 pandemic, as well as the ongoing situation in Ukraine and their impact on world economic conditions, along with inflationary pressures and the volatility in the oil and natural gas markets have created increased uncertainty with respect to future conditions and our ability to accurately predict future results.

Hardisty and Stroud Terminals Customer Contract Renewals and Expirations

In early April 2022 we completed the acquisition of 100% of the entities owning the Hardisty South Terminal assets from USDG. The new combined Hardisty Terminal, which includes our legacy Hardisty Terminal and the newly acquired Hardisty South Terminal, now has the designed takeaway capacity of three and one-half unit trains per day, or approximately 262,500 barrels per day. Contracts representing approximately 26% of the combined Hardisty Terminal’s capacity expired in June 2022 and, as a result, approximately 54% is contracted through mid-2023; approximately 31% is contracted through January 2024; and approximately 17% is contracted through mid-2031.

Impacts on Customer Contracts From 2021 DRU Conversion

As previously discussed, construction of USD’s DRU project was completed in July 2021 and was declared fully operational in December 2021. Effective August 2021, the maturity date of three terminalling services agreements that are with the existing DRU customer at our Hardisty Terminal were extended through mid-2031, representing approximately 17% of the combined Hardisty Terminal’s capacity. Due to the significantly longer contract tenor of the terminalling services agreements associated with the DRU volumes, contracted rates on an annual basis are lower as compared to the contracted rates associated with the historical, shorter-term, agreements, which results in lower cash flows to the Partnership on an annual basis, but support a higher net present value to the Partnership and provide a more predictable cash flow profile.

Also, effective August 2021, the existing DRU customer elected to reduce its volume commitments at the Stroud Terminal attributable to the Partnership by one-third of the previous commitment through June 2022, at which point the agreement terminated. This agreement represented our sole third-party customer contract for our Stroud Terminal and as such none of the capacity of the Stroud Terminal is contracted as of July 1, 2022.

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Hardisty and Stroud Contract Expirations

At the end of June 2022, contracts representing approximately 26% of the combined Hardisty Terminal’s capacity expired. In addition, the remaining contracted capacity at the Stroud Terminal also expired at the end of June 2022. The expired contracted capacity at the combined Hardisty and Stroud Terminals represented approximately $12.1 million and $24.7 million of our terminalling services revenues for the three and six months ended June 30, 2022, respectively, which represents approximately 37% of terminalling services revenues for both periods. Also, certain of the terminalling services agreements at our Hardisty Terminal that expire in mid-2023 include a tiered rate structure that includes rate decreases that occur annually on July 1st of each year throughout the term of the agreement.

Management is focused on renewing, extending or replacing the agreements that have expired or are set to expire at the Hardisty and Stroud Terminals in mid-2022 and mid-2023 with new, multi-year take or pay commitments and is actively engaging with current and new customers. Given current and expected market conditions, management believes that we will have the opportunity to renew and extend or replace the agreements that expired at the end of the second quarter of 2022, in the first half of 2023. Additionally, management is marketing terminalling services at the Stroud Terminal to potential customers that may be in need of access to the numerous markets connected to the Cushing oil hub, and management believes that we will have the opportunity to increase utilization at the terminal in the first half of 2023. However, the timing of such renewals or replacements, as well as the expected contracted rates are uncertain and difficult to predict, if such renewals or replacements occur at all. If and to the extent we are unable to renew, extend or replace our customer agreements at the Hardisty and Stroud Terminals or experience a delay in doing so beyond mid-2023, our revenue, cash flows from operating activities and Adjusted EBITDA would be materially adversely impacted. This may adversely impact our ability to make distributions to our unitholders or our ability to comply with financial covenants in our Credit Agreement. Moreover, our ability to refinance our outstanding indebtedness or extend the maturity date of, or get a covenant waiver under, our Credit Agreement may be negatively impacted. Refer to the discussion in Liquidity and Capital Resources below for further information.

Potential Impact of Hardisty and West Colton Deficiency Credit Usage by Our Customers

As previously discussed, customers of our Hardisty and West Colton Terminals are obligated to pay a minimum monthly commitment fee for the capacity to load an allotted number of unit trains, representing a specified number of barrels per month. If a customer loads fewer unit trains than its allotted amount in any given month, that customer will receive a credit for up to 12 months, also referred to as a deficiency credit. This credit may be used to offset fees on throughput volumes in excess of the customer’s minimum monthly commitments in future periods to the extent capacity is available for the excess volume. Additionally, we could incur incremental costs associated with loading the additional trains for our customers if they have and use their accrued deficiency credits, but such costs are not expected to be material. Based on current circumstances and conversations with our customers, as of September 30, 2022, we deferred revenues of $0.3 million associated with the expected future usage of deficiency credits. As of December 31, 2021, we deferred revenues of $1.4 million that were associated with the expected usage of the deficiency credits during 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. The maturity date of our Credit Agreement is November 2, 2023. As a result of the maturity date being within 12 months after the date that these financial statements were issued, the amounts due under our Credit Agreement have been included in our going concern assessment. Our ability to continue as a going concern is dependent on the refinancing or the extension of the maturity date of our Credit Agreement. If we are unable to refinance or extend the maturity date of our Credit Agreement, the Company likely would not have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due.

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In addition to the above, there is uncertainty in our ability to remain in compliance with the covenants contained in our Credit Agreement for a period of 12 months after the date these financials were issued. Although we continue to focus on renewing, extending or replacing expired or expiring customer agreements at the Hardisty and Stroud Terminals, unless we are able to renew, extend or replace such agreements more quickly than we currently expect as of the date of this report, the pricing environment improves relative to our current expectations or we sell non-core assets for cash, we are uncertain that we will be able to remain in compliance with the total leverage ratio covenant in the Credit Agreement for the second quarter of 2023. If we fail to comply with such covenant in the Credit Agreement, we would be in default under the terms of the Credit Agreement, which would entitle our lenders to declare all outstanding indebtedness thereunder to be immediately due and payable. The Company is currently not projected to have sufficient cash on hand or available liquidity to repay the Credit Agreement should the lenders not provide a 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.

Refer to Part II. Item 1A. Risk Factors, for a discussion of risks associated with a default under our Credit Agreement.

We are currently in negotiations with our lenders regarding our ability to remain in compliance with the covenants in our Credit Agreement, and we are also pursuing plans to refinance our Credit Agreement or extend and amend the current obligations under the Credit Agreement; however, we cannot make assurances that we will be successful in these efforts, or that any covenant waiver or refinancing or extension would be on terms favorable to us. Moreover, our ability to obtain covenant waivers, refinance our outstanding indebtedness or extend the maturity date of our Credit Agreement may be negatively impacted to the extent we are unable to renew, extend or replace our customer agreements at the Hardisty and Stroud Terminals or experience prolonged delays in doing so. Unless we are able to extend or refinance our Credit Agreement on favorable terms before year end, we expect that Credit Agreement will be recorded as a current liability in the Company’s consolidated balance sheet as of December 31, 2022.

The unaudited consolidated financial statements contained herein do not include any 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.

Factors Affecting the Comparability of Our Financial Results

The comparability of our current financial results in relation to prior periods are affected by the factors described below.

Impact of Hardisty and Stroud Terminals Contract Changes

As a result of the successful commencement of the DRU as previously discussed, effective August 1, 2021, the maturity date of three terminal services agreements that are with the existing DRU customer at our Hardisty Terminal were extended through mid-2031. Due to the significantly longer contract tenor of the terminalling services agreements associated with the DRU volumes, contracted rates on an annual basis are lower as compared to the contracted rates associated with the historical, shorter-term, agreements, which results in lower cash flows to the Partnership on an annual basis, but support a higher net present value to the Partnership and provide a more predictable cash flow profile. Additionally, effective August 1, 2021, the existing DRU customer elected to reduce its volume commitments at the Stroud Terminal attributable to the Partnership by one-third of the previous commitment through June 2022, at which point the agreement was terminated. The agreement represented our sole third-party customer contract for our Stroud Terminal and as such none of the capacity of the Stroud Terminal is contracted as of July 1, 2022. For further discussion of the impacts of these contract changes on our financial results, refer to Results of Operations — By Segment, Terminalling Services below.

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Early Cancellation of Hardisty South Customer Contract in 2021

In June 2021, a customer of the Hardisty South terminal paid our Sponsor for the early cancellation of their existing multi-year take-or-pay contract. The contract cancellation payment was recognized as revenue by our Sponsor in June 2021 and in turn a proportionate amount of pipeline fee expense was also recognized under our collaborative arrangement with Gibson.

Casper Terminal Impairment of Intangible Assets and Long-lived Assets

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. Accordingly, we measured the fair value of our Casper terminal asset group by primarily relying on the cost approach. As a result of the impairment analysis, 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 and recognized an impairment loss of $71.6 million which we recorded in “Impairment loss on intangibles and long-lived assets” on our consolidated statements of operations.

West Colton Terminal Customer Contracts

Our West Colton Terminal receives fixed fees per gallon of ethanol transloaded at our terminal pursuant to a terminalling services agreement with one of the world’s largest producers of biofuels. Effective January 2022, we entered into a new five-year agreement with the existing West Colton ethanol customer that has a minimum monthly throughput commitment. This new agreement replaced the previous short-term agreement at the terminal that had been in place since July 2009. Under this new agreement, our customer is obligated to pay the greater of a minimum monthly commitment fee or a throughput fee based on the actual volume of ethanol loaded at our West Colton Terminal. If the customer loads fewer volumes than its allotted amount in any given month, that customer will receive a credit for up to six months, which may be used to offset fees on throughput volumes in excess of its minimum monthly commitments in future periods, to the extent capacity is available for the excess volume. This contract is expected to add incremental “Net cash provided by operating activities” and Adjusted EBITDA of approximately $1.0 million to $1.5 million per year, subject to changes in expected throughput.

Additionally, in June 2021, we entered into a new terminalling services agreement with USD Clean Fuels LLC, or USDCF, a newly formed subsidiary of USD, 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 terminalling services agreement provides for the inbound shipment of renewable diesel on rail at our West Colton Terminal and the outbound shipment of the product on tank trucks to local consumers. The new terminalling services agreement has an initial term of five years and commenced on December 1, 2021 and is expected to add approximately $2.0 million per year of incremental “Net cash provided by operating activities” and Adjusted EBITDA over the five-year term of the agreement. 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.

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RESULTS OF OPERATIONS

We conduct our business through two distinct reporting segments: Terminalling services and Fleet services. We have established these reporting segments as strategic business units to facilitate the achievement of our long-term objectives, to aid in resource allocation decisions and to assess operational performance.

The following table summarizes our operating results by business segment and corporate charges for each of the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021 (1)						2022						2021 (1)
			(in thousands)
Operating income (loss)
Terminalling services			$	(69,404)					$	8,441					$	(49,955)					$	30,169
Fleet services			205						155						573						445
Corporate and other			(3,262)						(2,977)						(12,876)						(9,507)
Total operating income (loss)			(72,461)						5,619						(62,258)						21,107
Interest expense			3,126						1,567						6,725						5,228
Gain associated with derivative instruments			(6,904)						(110)						(13,800)						(2,468)
Foreign currency transaction loss (gain)			152						(54)						1,942						(843)
Other expense (income), net			(28)						4						(55)						(12)
Provision for income taxes			546						79						1,005						659
Net income (loss)			$	(69,353)					$	4,133					$	(58,075)					$	18,543

    

(1)    As discussed in Part I. Item 1. Financial Statements, Note 1. Organization and Basis of Presentation of this Quarterly Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

Summary Analysis of Operating Results

Changes in our operating results for the three and nine months ended September 30, 2022, as compared with our operating results for the three and nine months ended September 30, 2021, were primarily driven by:

•activities associated with our Terminalling services business including:

–higher revenue recognized in June 2021 due to early contract cancellation payment for existing multi-year take-or-pay contract at the Hardisty South Terminal, with no similar occurrence in 2022;

–lower revenues at our combined Hardisty Terminal due to a reduction in contracted capacity at both our legacy Hardisty and Hardisty South terminals that was effective July 1, 2022 coupled with deferring revenues in 2022 associated with the make-up right options we granted to our customers with no similar occurrence in 2021;

–lower revenue at our Stroud Terminal associated with a decrease in contracted volume commitments at the terminal that became effective August 2021 and the conclusion of the sole customer contract effective July 1, 2022, as discussed in more detail below, partially offset by recognizing previously deferred revenue in 2022 associated with the make-up right options we granted to our customers with no similar occurrence in 2021;

–higher revenue at our West Colton Terminal due to the commencement of the renewable diesel contract that occurred in December 2021;

–increase in operating costs resulting from a non-cash impairment of intangible and long-lived assets associated with our Casper Terminal recognized in the third quarter of 2022 due to recurring periods where cash flow projections were not met due to adverse market conditions;

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–lower pipeline fee expenses resulting from lower revenues at the Hardisty and Hardisty South terminals as previously discussed; and

–lower selling, general and administrative expenses at the Hardisty South Terminal associated with lower service fees that were paid to our Sponsor for the periods prior to our acquisition of the assets, as discussed in more detail below.

•higher gains on our interest rate derivatives that included cash proceeds from the settlement of our interest rate derivative that occurred in July 2022 and a higher non-cash gain associated with increases in the fair value of our interest rate derivatives resulting from increases in the interest rate index upon which the derivative values are based in 2022 as compared to 2021;

•higher corporate selling, general and administrative expense due to costs incurred during 2022 associated with our acquisition of the Hardisty South Terminal, which was completed in April 2022; and

•an increase in corporate interest expense primarily due to higher interest rates coupled with an increase in amounts outstanding on our credit facility.

A comprehensive discussion of our operating results by segment is presented below.

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RESULTS OF OPERATIONS — BY SEGMENT

TERMINALLING SERVICES

The following table sets forth the operating results of our Terminalling services business and the approximate average daily throughput volumes of our terminals for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021 (1)						2022						2021 (1)
			(in thousands)
Revenues
Terminalling services			$	20,015					$	34,064					$	86,859					$	166,390
Freight and other reimbursables			254						138						514						443
Total revenues			20,269						34,202						87,373						166,833
Operating costs
Subcontracted rail services			2,742						4,642						10,337						13,520
Pipeline fees			5,735						8,431						22,625						45,997
Freight and other reimbursables			254						138						514						443
Operating and maintenance			1,919						1,759						6,788						5,751
Selling, general and administrative			1,653						4,922						8,090						53,575
Impairment of intangibles and long-lived assets			71,612						—						71,612						—
Depreciation and amortization			5,758						5,869						17,362						17,378
Total operating costs			89,673						25,761						137,328						136,664
Operating income (loss)			(69,404)						8,441						(49,955)						30,169
Interest expense			4						87						122						422
Foreign currency transaction loss (gain)			97						(289)						1,836						(786)
Other expense (income), net			(23)						5						(47)						(10)
Provision for income taxes			473						61						884						593
Net income (loss)			$	(69,955)					$	8,577					$	(52,750)					$	29,950
Average daily terminal throughput (bpd)			70,777						117,262						77,289						117,823

    

(1)    As discussed in Part I. Item 1. Financial Statements, Note 1. Organization and Basis of Presentation of this Quarterly Report, our consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the Hardisty South Terminal Acquisition which we acquired effective April 1, 2022 because the transaction was between entities under common control.

Three months ended September 30, 2022 compared with the three months ended September 30, 2021

Terminalling Services Revenue

Revenue generated by our Terminalling services segment decreased $13.9 million to $20.3 million for the three months ended September 30, 2022, as compared with $34.2 million for the three months ended September 30, 2021. This decrease was primarily due to lower revenues at our combined Hardisty Terminal due to a reduction in contracted capacity at both our legacy Hardisty and Hardisty South terminals that was effective July 1, 2022, as discussed above in General Trends and Outlook. Revenues were also lower at our Hardisty Terminal due to an unfavorable variance in the Canadian exchange rate on our Canadian-dollar denominated contracts during the third quarter of 2022 as compared to the third quarter of 2021, discussed in more detail below coupled with a deferral of revenues in the current quarter associated with the make-up right options we granted to our customers with no similar occurrence in 2021. Revenue was also lower at our Stroud Terminal due to the conclusion of our sole customer contract that was effective July 1, 2022, as discussed above in Factors Affecting the

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Comparability of our Financial Results. At our Casper Terminal, we had a decrease in revenues due to lower storage revenues at our Casper Terminal in the current period as compared to the prior year period due to the conclusion of one of our customer contracts that occurred in September 2021. Additionally, we had lower throughput volumes at the Casper Terminal in the current period as compared to the prior year period as discussed below.

Our average daily terminal throughput decreased 46,485 bpd to 70,777 bpd for the three months ended September 30, 2022, as compared with 117,262 bpd for the three months ended September 30, 2021. Our throughput volumes decreased primarily due to a decrease in throughput volumes at our Stroud Terminal resulting from the previously discussed conclusion of our sole customer contract effective July 1, 2022, which also lead to a decrease in volumes at our Hardisty Terminal, as it is the origination terminal for volumes delivered to our Stroud Terminal. Additionally, our Hardisty Terminal volumes were lower due to a reduction in contracted capacity at our legacy Hardisty and Hardisty South terminals effective July 1, 2022, as discussed above. Throughput volumes at our Casper terminal also decreased primarily due to current market conditions. Partially offsetting this decrease was an increase in throughput volumes at our West Colton Terminal due primarily to the commencement of our new renewable diesel agreement. Our terminalling services revenues are recognized based upon the contractual terms set forth in our agreements that contain primarily “take-or-pay” provisions, where we are entitled to the payment of minimum monthly commitment fees from our customers, which are recognized as revenue as we provide terminalling services.

Our terminalling services revenue for the three months ended September 30, 2022, would have been $0.4 million more if the average exchange rate for the Canadian dollar in relation to the U.S. dollar for the three months ended September 30, 2022, was the same as the average exchange rate for the three months ended September 30, 2021. The average exchange rate for the Canadian dollar in relation to the U.S. dollar was 0.7665 for the three months ended September 30, 2022 as compared with 0.7942 for the three months ended September 30, 2021.

Operating Costs

The operating costs of our Terminalling services segment increased $63.9 million to $89.7 million for the three months ended September 30, 2022, as compared with the three months ended September 30, 2021. The increase was primarily attributable to our impairment of intangibles and long-lived assets recognized during the current quarter coupled with slightly higher operating and maintenance expenses, partially offset with decreases in our subcontracted rail service costs, pipeline fees and selling, general and administrative expenses.

Our terminalling services operating costs for the three months ended September 30, 2022, would have been $0.4 million more if the average exchange rate for the Canadian dollar in relation to the U.S. dollar for the three months ended September 30, 2022, was the same as the average exchange rate for the three months ended September 30, 2021.

Subcontracted rail services. Our costs for subcontracted rail services decreased $1.9 million to $2.7 million for the three months ended September 30, 2022, as compared with $4.6 million for the three months ended September 30, 2021, primarily due to decreased throughput at our terminals as discussed above.

Pipeline fees. We incur pipeline fees related to a facilities connection agreement with Gibson for the delivery of crude oil from Gibson’s Hardisty storage terminal to our Hardisty Terminal via pipeline. The pipeline fees we pay to Gibson are based on a predetermined formula, which includes amounts collected from customers at our Hardisty and Hardisty South Terminals less direct operating costs. Our pipeline fees decreased $2.7 million to $5.7 million for the three months ended September 30, 2022 as compared with $8.4 million for the three months ended September 30, 2021, primarily due to lower revenues at the Hardisty and Hardisty South Terminal as discussed above.

Operating and maintenance. Operating and maintenance expense increased $0.2 million to $1.9 million for the three months ended September 30, 2022, as compared with the three months ended September 30, 2021. The increase is primarily due to higher repairs and maintenance costs at the Hardisty and Hardisty South Terminals incurred for general periodic repairs needed at the terminals and higher expenses related to idling the Stroud Terminal.

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Selling, general and administrative. Selling, general and administrative expense decreased $3.3 million to $1.7 million for the three months ended September 30, 2022, as compared with the three months ended September 30, 2021. The decrease is primarily attributable to lower costs at the Hardisty South Terminal associated with services fees paid to our Sponsor. 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. Upon our acquisition of the entities effective April 1, 2022, this services agreement was cancelled and a similar agreement was established with us. This results in the service fee income being allocated to us, and therefore offsetting the expense in the Hardisty South Terminal entity subsequent to the acquisition date of April 1, 2022. Refer to Part I. Item 1. Financial Statements, Note 12. Transactions with Related Party of this Quarterly Report for more information.

Impairment of intangibles and long-lived assets. In September 2022, we tested the intangible and long-lived assets associated with our Casper Terminal for impairment due to recurring periods where cash flow projections were not met due to adverse market conditions at our Casper Terminal. As a result of our impairment testing, we recognized an impairment loss on our intangibles and long-lived assets of $71.6 million for the three months ended September 30, 2022. Refer to Part 1. Item 1. Financial Statements, Note 7. Property and Equipment and Note 9. Intangible Assets of this quarterly report for further discussion.

Other Expenses (Income)

Interest Expense. Interest expense decreased $83 thousand to $4 thousand for the three months ended September 30, 2022 as compared with $87 thousand of interest expense for the three months ended September 30, 2021. Prior to our acquisition, the Hardisty South entities had a Construction Loan Agreement as discussed in Part I. Item 1. Financial Statements, Note 10. Debt of this Quarterly Report. As of March 2022, the remaining balance of the Construction Loan Agreement was transferred by the Hardisty South entities to a subsidiary of our Sponsor. The decrease in interest expense associated with the Hardisty South Construction Loan Agreement is due primarily to no outstanding debt balance as compared to the prior period presented.

Nine months ended September 30, 2022 compared with nine months ended September 30, 2021

Terminalling Services Revenue

Revenue generated by our Terminalling services segment decreased $79.5 million to $87.4 million for the nine months ended September 30, 2022, as compared with the nine months ended September 30, 2021. This decrease was primarily due to the Hardisty South Terminal receiving a customer contract cancellation payment in the second quarter of 2021, as discussed above in Factors Affecting the Comparability of Our Financial Results with no similar occurrence during 2022. Additionally, our combined Hardisty Terminal revenues were also lower due to a reduction in contracted capacity at both our legacy Hardisty and Hardisty South terminals effective July 1, 2022, as discussed above in General Trends and Outlook. Revenues were also lower at our Hardisty Terminal due to an unfavorable variance in the Canadian exchange rate on our Canadian-dollar denominated contracts to date during 2022 as compared to the same period in 2021, discussed in more detail below coupled with a deferral of revenues in the current quarter associated with the make-up right options we granted to our customers with no similar occurrence in 2021. In addition, we had lower revenues at our Stroud Terminal due to the decrease in contracted volume commitments that became effective in August 2021 and the conclusion of that sole customer contract in June 2022, as discussed above in Factors Affecting the Comparability of our Financial Results. Partially offsetting this decrease in revenues at our Stroud Terminal was the recognition of previously deferred revenue in the current year associated with the make-up right options we granted to our customers with no similar occurrence in 2021. At our Casper Terminal, we had a decrease in revenues due to lower storage revenues at our Casper Terminal in the current period as compared to the prior year period due to the conclusion of one of our customer contracts that occurred in September 2021 coupled with reduced throughput as discussed below. Partially offsetting the decreased

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revenue was higher revenue at our West Colton Terminal during the first nine months of 2022 due to the commencement of the renewable diesel contract that occurred in December 2021.

Our average daily terminal throughput decreased 40,534 bpd to 77,289 bpd for the nine months ended September 30, 2022, as compared with 117,823 bpd for the nine months ended September 30, 2021. Our throughput volumes decreased primarily due to a decrease in throughput volumes at our Stroud Terminal resulting from the previously discussed decrease in contract volume commitments and the conclusion of our sole customer contract at the terminal effective July 1, 2022, which also lead to a decrease in volumes at our Hardisty Terminal, as it is the origination terminal for volumes delivered to our Stroud Terminal. In addition, our Hardisty Terminal volumes were lower due to a reduction in contracted capacity at our legacy Hardisty and Hardisty South terminals effective July 1, 2022, as discussed above. Throughput volumes at our Casper terminal also decreased slightly primarily due to current market conditions. Partially offsetting this decrease was an increase in throughput volumes at our West Colton Terminal due primarily to the commencement of our new renewable diesel agreement.

Our terminalling services revenue for the nine months ended September 30, 2022, would have been $1.1 million more if the average exchange rate for the Canadian dollar in relation to the U.S. dollar for the nine months ended September 30, 2022, was the same as the average exchange rate for the nine months ended September 30, 2021. The average exchange rate for the Canadian dollar in relation to the U.S. dollar was 0.7798 for the nine months ended September 30, 2022 as compared with 0.7994 for the nine months ended September 30, 2021.

Operating Costs

The operating costs of our Terminalling services segment decreased $0.7 million to $137.3 million for the nine months ended September 30, 2022, as compared with the nine months ended September 30, 2021. The decrease is primarily attributable to lower subcontracted rail services costs, pipeline fees and selling, general and administrative expenses, partially offset by higher costs associated with our impairment of intangibles and long-lived assets and higher operating and maintenance expenses for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Our terminalling services operating costs for the nine months ended September 30, 2022, would have been $0.9 million more if the average exchange rate for the Canadian dollar in relation to the U.S. dollar for the nine months ended September 30, 2022, was the same as the average exchange rate for the nine months ended September 30, 2021.

Subcontracted rail services. Our costs for subcontracted rail services decreased $3.2 million to $10.3 million for the nine months ended September 30, 2022, as compared with $13.5 million for the nine months ended September 30, 2021, primarily due to decreased throughput at our terminals as discussed above.

Pipeline fees. We incur pipeline fees related to a facilities connection agreement with Gibson for the delivery of crude oil from Gibson’s Hardisty storage terminal to our Hardisty Terminal via pipeline. The pipeline fees we pay to Gibson are based on a predetermined formula, which includes amounts collected from customers at our Hardisty and Hardisty South terminals less direct operating costs. Our pipeline fee decreased $23.4 million to $22.6 million for the nine months ended September 30, 2022 as compared with $46.0 million for the nine months ended September 30, 2021, primarily due to lower revenues at the Hardisty South Terminal coupled with lower revenues at our legacy Hardisty Terminal as discussed above.

Operating and maintenance. Operating and maintenance expense increased $1.0 million to $6.8 million for the nine months ended September 30, 2022, as compared with $5.8 million for the nine months ended September 30, 2021. The increase is primarily due to higher repairs and maintenance costs at the Hardisty and Hardisty South terminals incurred for general periodic repairs needed at the terminals and higher expenses related to idling the Stroud Terminal coupled with higher operational supplies, fuel and utilities costs due to increased inflation rates at our Hardisty and Hardisty South terminals.

Selling, general and administrative. Selling, general and administrative expense decreased $45.5 million to $8.1 million for the nine months ended September 30, 2022, as compared with $53.6 million for the nine months ended September 30, 2021. The decrease is primarily attributable to lower costs at the Hardisty South Terminal

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associated with services fees paid to our Sponsor. 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. Upon our acquisition of the entities effective April 1, 2022, this services agreement was cancelled and a similar agreement was established with us. This results in the service fee income being allocated to us, and therefore offsetting the expense in the Hardisty South Terminal entity subsequent to the acquisition date of April 1, 2022. Refer to Part I. Item 1. Financial Statements, Note 12. Transactions with Related Party of this Quarterly Report for more information.

Impairment of intangibles and long-lived assets. In September 2022, we tested the intangible and long-lived assets associated with our Casper Terminal for impairment due to recurring periods where cash flow projections were not met due to adverse market conditions at our Casper Terminal. As a result of our impairment testing, we recognized an impairment loss on our intangibles and long-lived assets of $71.6 million for the nine months ended September 30, 2022. Refer to Part 1. Item 1. Financial Statements, Note 7. Property and Equipment and Note 9. Intangible Assets of this quarterly report for further discussion.

Other Expenses (Income)

Interest Expense. Interest expense decreased $300 thousand for the nine months ended September 30, 2022, as compared with $422 thousand of interest expense for the nine months ended September 30, 2021. Prior to our acquisition, the Hardisty South entities had a Construction Loan Agreement as discussed in Part I. Item 1. Financial Statements, Note 10. Debt of this Quarterly Report. As of March 2022, the remaining balance of the Construction Loan Agreement was transferred by the Hardisty South entities to a subsidiary of our Sponsor. The decrease in interest expense associated with the Hardisty South Construction Loan Agreement is due primarily to a lower balance of debt outstanding when compared to the prior period presented.

FLEET SERVICES

The following table sets forth the operating results of our Fleet services segment for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(in thousands)
Revenues
Fleet leases			$	912					$	984					$	2,737					$	2,951
Fleet services			298						227						896						706
Freight and other reimbursables			—						35						—						98
Total revenues			1,210						1,246						3,633						3,755
Operating costs
Freight and other reimbursables			—						35						—						98
Operating and maintenance			969						993						2,934						2,984
Selling, general and administrative			36						63						126						228
Total operating costs			1,005						1,091						3,060						3,310
Operating income			205						155						573						445
Foreign currency transaction loss (gain)			1						(1)						2						—
Other income, net			(1)						—						(3)						—
Provision for income taxes			73						18						121						66
Net income			$	132					$	138					$	453					$	379

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Three months ended September 30, 2022 compared with the three months ended September 30, 2021

The underlying business activities associated with our Fleet services segment have remained relatively constant for the three months ended September 30, 2022, as compared with three months ended September 30, 2021. As a result, we have experienced only modest changes in the operating revenues associated with this business. We expect only modest changes in the revenue results of our fleet services business for the near future.

Nine months ended September 30, 2022 compared with nine months ended September 30, 2021

The underlying business activities associated with our Fleet services segment have remained relatively constant for the nine months ended September 30, 2022, as compared with the nine months ended September 30, 2021. As a result, we have experienced only modest changes in the operating revenues associated with this business. We expect only modest changes in the revenue results of our fleet services business for the near future.

CORPORATE ACTIVITIES

The following table sets forth our corporate charges for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
			(in thousands)
Operating costs
Selling, general and administrative			$	3,262					$	2,977					$	12,876					$	9,507
Operating loss			(3,262)						(2,977)						(12,876)						(9,507)
Interest expense			3,122						1,480						6,603						4,806
Gain associated with derivative instruments			(6,904)						(110)						(13,800)						(2,468)
Foreign currency transaction loss (gain)			54						236						104						(57)
Other income, net			(4)						(1)						(5)						(2)
Net income (loss)			$	470					$	(4,582)					$	(5,778)					$	(11,786)

Three months ended September 30, 2022 compared with the three months ended September 30, 2021

Income associated with our corporate activities increased $5.1 million to $0.5 million for the three months ended September 30, 2022, as compared to a net loss of $4.6 million for the three months ended September 30, 2021.

Our corporate selling, general and administrative expenses increased $0.3 million to $3.3 million for the three months ended September 30, 2022, as compared with the three months ended September 30, 2021. The increase is primarily due to costs related to our acquisition of Hardisty South, which was completed in April 2022. Refer to Part I. Item 1. Financial Statements, Note 3. Hardisty South Terminal Acquisition of this Quarterly Report for more information.

Our costs for interest expense increased $1.6 million to $3.1 million for the three months ended September 30, 2022, as compared with the same period in 2021, primarily due to an increase in interest rates coupled with an increase in the balance of debt outstanding during the period, partially offset by a decrease in commitment fees, as compared to the same period in 2021. In addition, we had a higher gain of $6.9 million recognized on our interest rate derivatives for the three months ended September 30, 2022, as compared to a gain of $0.1 million for the same period in 2021. The higher gain in the current quarter includes the impact of the cash proceeds from the settlement of our interest rate derivative that occurred in July 2022 and a higher non-cash gain on our interest rate derivative when compared to the prior period. Refer to Part I. Item 1. Financial Statements, Note 15. Derivative Financial Instruments of this Quarterly Report for more information.

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Nine months ended September 30, 2022 compared with nine months ended September 30, 2021

Costs associated with our corporate activities decreased $6.0 million to $5.8 million for the nine months ended September 30, 2022, as compared to $11.8 million for the nine months ended September 30, 2021.

Our corporate selling, general and administrative expenses increased $3.4 million to $12.9 million for the nine months ended September 30, 2022, as compared with the nine months ended September 30, 2021. The increase is primarily due to costs related to our acquisition of Hardisty South, which was completed in April 2022. Refer to Part I. Item 1. Financial Statements, Note 3. Hardisty South Terminal Acquisition of this Quarterly Report for more information.

Our costs for interest expense increased $1.8 million to $6.6 million for the nine months ended September 30, 2022, as compared with the same period in 2021, primarily due to an increase in interest rates coupled with an increase in the balance of debt outstanding during the period, partially offset by a decrease in commitment fees, as compared to the same period in 2021. In addition, we recognized a higher gain in our interest rate derivatives of $13.8 million for the nine months ended September 30, 2022, as compared to a gain of $2.5 million for the same period in 2021. The higher gain in the current period includes the impact of the cash proceeds from the settlement of our interest rate derivative that occurred in July 2022 and a higher non-cash gain on our interest rate derivative when compared to the prior period. Refer to Part I. Item 1. Financial Statements, Note 15. Derivative Financial Instruments of this Quarterly Report for more information.

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LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity requirements include:

•financing current operations;

•servicing our debt;

•funding capital expenditures, including potential acquisitions and the costs to construct new assets; and

•making distributions to our unitholders.

We have historically financed our operations with cash generated from our operating activities, borrowings under our Credit Agreement and loans from our sponsor.

Liquidity Sources

We expect our sources of liquidity to include borrowings under our Credit Agreement, issuances of debt securities and additional partnership interests as well as cash generated from our operating activities. If we are able to refinance and/or extend the maturity of our Credit Agreement and recontract the capacity subject to expired and expiring contracts, then we believe that cash generated from these sources will be sufficient to meet our ongoing working capital and capital expenditure requirements for the next 12 months following the filing of this Report. If we are not able to refinance or extend the maturity of our Credit Agreement, or we fail to recontract the capacity subject to expired contracts, then, as discussed below, there is substantial doubt about our ability to continue as a going concern.

Going Concern

Refer to General Trends and Outlook - Going Concern above for discussion on our ability to continue as a going concern, as of the date of this report.

Available Liquidity

For information regarding our Credit Agreement please see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Credit Agreement in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part I. Item 1. Financial Statements, Note 10. Debt of this Quarterly Report.

The following table presents our available liquidity as of the dates indicated:

			September 30, 2022						December 31, 2021
			(in millions)
Cash and cash equivalents (1)			$	4.8					$	5.5
Aggregate borrowing capacity under the Credit Agreement			275.0						275.0
Less: Amounts outstanding under Credit Agreement			222.0						168.0
Available liquidity based on Credit Agreement capacity			$	57.8					$	112.5
Available liquidity based on Credit Agreement covenants (2)			$	57.8					$	85.5

    

(1)    Excludes amounts that are restricted pursuant to our collaborative agreement with Gibson.

(2)    Pursuant to the terms of our Credit Agreement our borrowing capacity is limited to 4.5 times (5.0 times for the two quarters following a material acquisition) our trailing 12-month consolidated EBITDA, which equates to $56.6 million and $80.0 million of borrowing capacity available based on our covenants at September 30, 2022 and December 31, 2021, respectively. Our acquisition of Hardisty South, which was completed in April 2022, is treated as a material acquisition under the terms of our Credit Agreement. As a result, our borrowing capacity will be limited to 5.0 times our 12-month trailing consolidated EBITDA through December 31, 2022. However, at September 30, 2022, our available borrowings are limited by the capacity available under our Credit Agreement of $53.0 million, which is reflected in the table above.

On April 6, 2022, we completed the drop down 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 IDRs for a total consideration of $75.0 million in cash and

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5,751,136 common units, that was made effective as of April 1, 2022. The cash portion was funded with borrowings under our Credit Agreement.

On July 27, 2022, we terminated and settled our existing interest rate swap for cash proceeds of $7.7 million. We used the proceeds from this settlement to pay down outstanding debt on the Credit Agreement. We simultaneously entered into a new interest rate swap that was made effective as of August 17, 2022. The interest rate swap was a five-year contract with a $175.0 million notional value that fixed the secured overnight financing rate, or SOFR, to 2.686% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settled monthly through the termination date as discussed below.

On October 12, 2022, we terminated and settled our existing interest rate swap for cash proceeds of $9.0 million. We plan to use the proceeds from this settlement to pay down outstanding debt on the Credit Agreement and fund our ongoing working capital needs. We simultaneously entered into a new interest rate swap that was made effective as of October 17, 2022. The new interest rate swap is a five-year contract with a $175.0 million notional value that fixes SOFR to 3.956% for the notional value of the swap agreement instead of the variable rate that we pay under our Credit Agreement. The swap settles monthly through the termination date in October 2027. From time to time, we evaluate our interest rate swaps and may settle such swaps for cash proceeds and/or enter into new interest rate swap arrangements.

Energy Capital Partners must approve any additional issuances of equity by us, and such determinations may be made free of any duty to us or our unitholders. Members of our general partner’s board of directors appointed by Energy Capital Partners must also approve the incurrence by us of additional indebtedness or refinancing outside of our existing indebtedness that is not in the ordinary course of business.

Cash Flows

The following table and discussion summarize the cash flows associated with our operating, investing and financing activities for the periods indicated:

			Nine Months Ended September 30,
			2022						2021
			(in thousands)
Net cash provided by (used in):
Operating activities			$	28,969					$	45,591
Investing activities			(73,631)						(4,550)
Financing activities			40,049						(47,176)
Effect of exchange rates on cash			703						(570)
Net change in cash, cash equivalents and restricted cash			$	(3,910)					$	(6,705)

Operating Activities

Net cash provided by operating activities decreased $16.6 million to $29.0 million for the nine months ended September 30, 2022, as compared with the nine months ended September 30, 2021. The decrease in net cash provided by operating activities is primarily attributable to the changes in cash flow derived from our operating results as discussed above in Results of Operations. In addition, while our net loss for the nine months ended September 30, 2022 was $76.6 million more than our net income for the same period in 2021, the net loss from 2022 included a significant amount of non-cash losses and gains that impacted our net loss but did not impact our cash flow. These non-cash items included an impairment loss on our intangibles and long-lived assets and higher non-cash gains associated with our derivative instruments as compared to the non-cash derivative gain we recognized in 2021. The net change in net cash provided by operating activities was also impacted by the timing of receipts and payments on accounts receivable, accounts payable and deferred revenue balances.

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Investing Activities

Net cash used in investing activities increased to $73.6 million for the nine months ended September 30, 2022 as compared to $4.6 million for the nine months ended September 30, 2021 primarily due to the acquisition of Hardisty South Terminal from USD, which included a cash payment of $75 million. Refer to Part I. Item 1. Financial Statements, Note 3. Hardisty South Terminal Acquisition of this Quarterly Report for more information.

Financing Activities

Net cash provided by financing activities increased to $40.0 million for the nine months ended September 30, 2022 as compared with net cash used by financing activities of $47.2 million for the nine months ended September 30, 2021. Our net proceeds on our long-term debt during the nine months ended September 30, 2022 were $89.1 million higher than the payments during the nine months ended September 30, 2021. In addition, there was an increase in cash paid for distributions and a slight increase in cash paid for participant withholding taxes associated with vested Phantom Units during the nine months ended September 30, 2022, as compared to the same period in 2021.

Cash Requirements

Our primary requirements for cash are: (1) financing current operations, (2) servicing our debt, (3) funding capital expenditures, including potential acquisitions and the costs to construct new assets, and (4) making distributions to our unitholders. We expect to fund future capital expenditures from cash on our balance sheet, cash flow generated from our operating activities, borrowings under our Credit Agreement and the issuance of additional partnership interests or long-term debt.

On April 6, 2022, we completed the acquisition of 100% of the entities owning the Hardisty South Terminal assets from USDG, as described above. The total consideration for the transaction was $75.0 million in cash, plus 5,751,136 common units, which were issued to USDG. Additionally we incurred $3.2 million of additional expenses during the first nine months of 2022 associated with the transaction.

Capital Requirements

Our historical capital expenditures have primarily consisted of the costs to construct and acquire energy-related logistics assets. Our operations are expected to require investments to expand, upgrade or enhance existing facilities and to meet environmental and operational regulations. We also occasionally invest in our assets to expand their capacity or capability, such as the pipeline connection from our Casper Terminal to the Platte Terminal. We may incur unanticipated costs in connection with any expansion projects, which costs could be material or be incurred in periods after the project is completed.

Our partnership agreement requires that we categorize our capital expenditures as either expansion capital expenditures, maintenance capital expenditures, or investment capital expenditures. Although we have not experienced significant maintenance capital expenditures in prior years, as the age and usage of our assets increase, we expect that costs we incur to maintain them in compliance with sound business practice, our contractual relationships and applicable regulatory requirements will likely increase. Some of these costs will be characterized as maintenance capital expenditures. We incurred $56 thousand in maintenance capital expenditures during the nine months ended September 30, 2022. Our total expansion capital expenditures for the nine months ended September 30, 2022 were $349 thousand.

Debt Service

We anticipate reducing our outstanding indebtedness to the extent we generate cash flows in excess of our operating, investing and distribution needs. As previously discussed, in July 2022 we terminated and settled our then existing interest rate swap for cash proceeds of $7.7 million and used the proceeds from that settlement to pay down outstanding debt on the Credit Agreement. As also previously discussed, in October 2022 we terminated and settled our existing interest rate swap for cash proceeds of $9.0 million. We also plan to use the proceeds from this settlement to pay down outstanding debt on our Credit Agreement and fund our ongoing working capital needs.

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During the nine months ended September 30, 2022, we received $75.0 million of proceeds from borrowings on our Credit Agreement to finance our acquisition of the Hardisty South Terminal and made repayments of $22.4 million on our Credit Agreement from cash flow in excess of our operating and investing needs.

Refer to Part I. Item 1. Financial Statements, Note 10. Debt of this Quarterly Report for more information.

Distributions

Our partnership agreement does not require us to pay cash distributions on a quarterly or other basis, and we do not have a legal obligation to distribute any particular amount per common unit.

For the quarter ended September 30, 2022, the board of directors of our general partner determined that we had sufficient available cash after the establishment of cash reserves and the payment of our expenses to distribute $0.1235 per unit on all of our units. Our current quarterly distribution of $0.1235 per unit equates to $4.1 million per quarter, or $16.5 million per year, based on the number of common units outstanding as of November 2, 2022. The Board re-evaluates our distribution policy on a quarterly basis and will take into consideration updated commercial progress, including our ability to renew, extend or replace our customer agreements at the Hardisty and Stroud Terminals, and our compliance with the covenants under the Credit Agreement, as well as recent changes to the market. With respect to any quarter, in its good faith determination, the Board may reduce or suspend our cash distributions.

The board of directors of our general partner may change our distribution policy or suspend distributions at any time and from time to time. Additionally, members of our general partner’s board of directors appointed by Energy Capital Partners, must approve any distributions made by us.

Other Items Affecting Liquidity

Credit Risk

Our exposure to credit risk may be affected by the concentration of our customers within the energy industry, as well as changes in economic or other conditions. Our customers’ businesses react differently to changing conditions. We believe that our credit-review procedures, customer deposits and collection procedures have adequately provided for amounts that may become uncollectible in the future.

Foreign Currency Exchange Risk

We currently derive a significant portion of our cash flow from our Canadian operations, particularly our Hardisty Terminal. As a result, portions of our cash and cash equivalents are denominated in Canadian dollars and are held by foreign subsidiaries, which amounts are subject to fluctuations resulting from changes in the exchange rate between the U.S. dollar and the Canadian dollar. We employ derivative financial instruments to minimize our exposure to the effect of foreign currency fluctuations, as we deem necessary based upon anticipated economic conditions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to our critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended December 31, 2021, that have had a material impact on our consolidated financial statements and related notes, other than as discussed below.

Impairment of Long-lived Assets

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

We consider a long-lived asset to be impaired when the sum of the estimated, undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset. Factors that

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indicate potential impairment include: a significant decrease in the market value of the asset, operating or cash flow losses associated with the use of the asset, or a significant change in the asset’s physical condition or use.

When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable based on the estimated future undiscounted cash flows, an impairment loss is recognized to the extent the carrying value exceeds the estimated fair value of the long-lived asset.

Stroud Terminal

In June 2022 the contract for our sole customer at our Stroud Terminal expired and was not renewed. The expiration of this contract represented a trigger event that required us to assess the recoverability of our long-lived assets associated with the Stroud Terminal at June 30, 2022. Our assessment of recoverability includes projected cash flow assumptions expected to be derived from our operation of the Stroud Terminal without regard to any expansion of its existing service potential at June 30, 2022. The assumptions underlying our cash flow projections include our ability to renew contracts and expand business in the future with our prior customer, and our ability to enter into contracts with new customers and obtain additional commitments regarding the use of these facilities. The critical assumptions underlying our projections include:

•a range of incremental volumes expected at our Stroud terminal of approximately 7,500 to 16,000 bpd for terminalling services commencing during the fourth quarter 2022 and the second quarter of 2023, respectively;

•a 15 year remaining useful life of the primary asset, represented by our property and equipment of the Stroud Terminal asset group; and

•a residual value of 7x projected cash flows for the Stroud Terminal at the end of the 15 year remaining life of the primary asset.

We completed our impairment analysis and determined that the present value of future projected cash flows of the Stroud Terminal group assets exceeded its carrying value at June 30, 2022. An impairment charge would have resulted if our projections of future financial performance underlying our cash flow projections for the Stroud Terminal assets yield was approximately 60% less than the amount determined.

We have not observed any events or circumstances subsequent to our analysis that would suggest the fair value of our Stroud Terminal is below the carrying amount as of September 30, 2022.

To the extent that our assumptions as set forth above do not materialize, our projections of future financial performance underlying our cash flow projections for the Stroud Terminal could yield undiscounted cash flows and a fair value that indicate our long-lived assets are impaired. Moreover, these assumptions may change over time, including with respect to our ability to renew, extend or replace contracts and expand business in the future with previous and new customers, in response to the effects of the state of the commodity markets, which are inherently uncertain and difficult to predict.

Caper 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.

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The critical assumptions used in our cost approach impairment analysis include the following:

1) a range of 5 to 45 years to estimate the valuation useful life of the assets; 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 have 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 have included in “Impairment of intangibles and long-lived assets” within our consolidated statements of operations as part of our Terminalling services segment.

Assessment of Recoverability of Intangible Assets

As previously discussed, in September 2022 we tested the 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, as discussed above under “Impairment of Long-Lived Assets - Casper Terminal” We measured the fair value of our Casper terminal asset group by primarily relying on the cost approach.

As a result of the impairment analysis discussed above, we determined that the carrying amount of the Casper Terminal asset group exceeded its fair value at September 30, 2022, the date of our evaluation and allocated a portion of that impairment to our intangible assets. Accordingly, we have recognized a non-cash impairment loss of $35.6 million for the three and nine months ended September 30, 2022 associated with our intangible assets and have included this charge in “Impairment of intangibles and long-lived assets” within our consolidated statements of operations as party of our Terminalling services segment. At September 30, 2022, we had a remaining intangible asset balance of $3.8 million in our consolidated balance sheet.

UNIT BASED COMPENSATION

Refer to Note 17. Unit Based Compensation of our consolidated financial statements included in Part I — Financial Information, Item 1. Financial Statements of this Report for a discussion regarding unit based compensation.

SUBSEQUENT EVENTS

Refer to Note 19. Subsequent Events of our consolidated financial statements included in Part I — Financial Information, Item 1. Financial Statements of this Report for a discussion regarding subsequent events.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4.    Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure and to ensure information is recorded,

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processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2022, at the reasonable assurance level.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We did not make any changes in our internal control over financial reporting during the three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. We do not believe that we are currently a party to any litigation that will have a material adverse impact on our financial condition, results of operations or statements of cash flows. We are not aware of any material legal or governmental proceedings against us, or any proceedings known to be contemplated by governmental authorities.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the ordinary course of our business. Risk factors relating to us are set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The following risk factor is in addition to our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2021, which could affect our business, financial condition, and results of operations. We may be subject to additional risks and uncertainties that we currently consider immaterial or that are unknown to us but may have a material impact on our business, financial condition and results of operations.

Our ability to maintain compliance with the covenants under our Credit Agreement, or to refinance our Credit Agreement before its maturity in November 2023, is not certain and depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control. Our inability to maintain covenant compliance or refinance our Credit Agreement before its maturity would have a material adverse effect on our business.

Our ability to continue as a going concern is dependent on the refinancing or extension of the maturity date of our Credit Agreement, which is currently November 2, 2023. If we are unable to refinance or extend our Credit Agreement, we would likely not have sufficient cash on hand or available liquidity to repay the principal amount owed on the Credit Agreement when it becomes due. This condition raises substantial doubt about our ability to continue as a going concern for the next 12 months.

Our ability to refinance our Credit Agreement or successfully negotiate with our existing lenders for an extension of the maturity date on our Credit Agreement will depend on the condition of the capital markets and our financial condition and operating performance between the date of this report and the maturity date on the Credit Agreement. Specifically, our ability to refinance or extend the maturity date of our Credit Agreement may be negatively impacted if we are unable to renew, extend or replace our recently expired customer agreements at the Hardisty and Stroud Terminals. See “Risk Factors—Risks Related to our Business and Industry—Our contracts are subject to termination at various times, which creates renewal risks” in our Annual Report on Form 10-K for the year ended December 31, 2021. Any refinancing of our indebtedness could be at higher interest rates, will involve incurrence of fees and expenses, and may require us to comply with more onerous covenants than we are currently subject to, which could further restrict our business operations.

Further, based on our current expectations as of the date of this report regarding our ability to renew, extend or replace expired or expiring customer agreements at the Hardisty and Stroud Terminals, we are uncertain we will be able to remain in compliance with the total leverage ratio covenant in our Credit Agreement by the second quarter of 2023. If we fail to comply with such covenant in the Credit Agreement, we would be in default under the terms of the Credit Agreement.

A default under our Credit Agreement would entitle our lenders to declare all outstanding indebtedness thereunder to be due and payable. They could also terminate their commitments to extend credit and foreclose against our assets securing their borrowings. While we expect to seek an amendment or waiver from our lenders, we cannot assure that our efforts to obtain such an amendment or waiver would be successful. Any such amendment or waiver would involve expenses and divert the attention of management. Further, in consideration of future cash flows, our Board may determine to reduce or eliminate cash distributions to our unitholders. However, based on our current expectations as of the date of this report, we do not expect the elimination of distributions to our unitholders

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alone would prevent our breach of the total leverage ratio covenant under our Credit Agreement with respect to the second half of 2023.

If the amounts outstanding under our Credit Agreement were to be accelerated, or if we cannot refinance or extend the Credit Agreement before its maturity, we could face substantial liquidity problems, might be required to dispose of material assets or operations to meet our obligations and we could be forced into bankruptcy or liquidation.

Item 6. Exhibits

The following “Index of Exhibits” is hereby incorporated into this Item.

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						Index of Exhibits
Exhibit Number						Description
3.1						Certificate of Limited Partnership of USD Partners LP (incorporated by reference herein to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-198500) filed on August 29, 2014, as amended).
3.2						Third Amended and Restated Agreement of Limited Partnership of USD Partners LP, dated as of April 6, 2022 (incorporated by reference herein to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36674) filed on April 8, 2022).
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*						Inline XBRL Schema Document
101.CAL*						Inline XBRL Calculation Linkbase Document
101.LAB*						Inline XBRL Label Linkbase Document
101.PRE*						Inline XBRL Presentation Linkbase Document
101.DEF*						Inline XBRL Definition Linkbase Document
104*						The cover page of the USD Partners LP Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (included within the Exhibit 101 attachments)

*     Filed herewith.

**     Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

						USD PARTNERS LP (Registrant)
						By:			USD Partners GP LLC, its General Partner
Date:			November 2, 2022			By:			/s/ Dan Borgen
									Dan Borgen Chief Executive Officer and President (Principal Executive Officer)
Date:			November 2, 2022			By:			/s/ Adam Altsuler
									Adam Altsuler Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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