Our computation of net income per limited partner unit excludes the effects of 1,239,488 phantom unit awards outstanding for the three and nine months ended September 30, 2018 and 1,135,223 phantom unit awards outstanding for the three and nine months ended September 30, 2017, as they were anti-dilutive for each of the periods presented. We determined basic and diluted net income per limited partner unit as set forth in the following tables:



	Three Months Ended September 30, 2018
	Common Units			Subordinated Units			Class A 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⁾	$	4,794		$	916		$	9		$	209		$	5,928
Less: Distributable earnings ⁽²⁾	8,200			1,566			14			280			10,060
Distributions in excess of earnings	$	(3,406	)	$	(650	)	$	(5	)	$	(71	)	$	(4,132	)
Weighted average units outstanding ⁽³⁾	21,915			4,185			39			461			26,600
Distributable earnings per unit ⁽⁴⁾	$	0.37		$	0.37		$	0.36
Overdistributed earnings per unit ⁽⁵⁾	(0.16		)	(0.16		)	(0.13		)
Net income per limited partner unit (basic and diluted)	$	0.21		$	0.21		$	0.23


⁽¹⁾	Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. The net income for each class of limited partner interest has been reduced by its proportionate amount of the approximate $107 thousand attributed to the general partner for its incentive distribution rights.

⁽²⁾

Represents the distributions payable for the period based upon the quarterly distribution amount of $0.3575 per unit, or $1.43 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $443 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan.


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


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


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



	Three Months Ended September 30, 2017
	Common Units			Subordinated Units			Class A 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⁾	$	3,911		$	1,200		$	16		$	148		$	5,275
Less: Distributable earnings ⁽²⁾	7,030			$	2,260		29			223			9,542
Distributions in excess of earnings	$	(3,119	)	$	(1,060	)	$	(13	)	$	(75	)	$	(4,267	)
Weighted average units outstanding ⁽³⁾	19,538			6,278			84			461			26,361
Distributable earnings per unit ⁽⁴⁾	$	0.36		$	0.36		$	0.35
Overdistributed earnings per unit ⁽⁵⁾	(0.16		)	(0.17		)	(0.16		)
Net income per limited partner unit (basic and diluted)	$	0.20		$	0.19		$	0.19


⁽¹⁾	Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. The net income for each class of limited partner interest has been reduced by its proportionate amount of the approximate $57 thousand attributed to the general partner for its incentive distribution rights.

⁽²⁾

Represents the distributions paid for the period based upon the quarterly distribution of $0.345 per unit, or $1.38 per unit on an annualized basis. Amounts presented for each class of units include a proportionate amount of the $392 thousand distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan.


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


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


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



	For the Nine Months Ended September 30, 2018
	Common Units			Subordinated Units			Class A 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⁾	$	15,337		$	3,246		$	33		$	624		$	19,240
Less: Distributable earnings ⁽²⁾	24,432			4,665			42			805			29,944
Distributions in excess of earnings	$	(9,095	)	$	(1,419	)	$	(9	)	$	(181	)	$	(10,704	)
Weighted average units outstanding ⁽³⁾	21,480			4,569			46			461			26,556
Distributable earnings per unit ⁽⁴⁾	$	1.14		$	1.02		$	0.91
Overdistributed earnings per unit ⁽⁵⁾	(0.42		)	(0.31		)	(0.20		)
Net income per limited partner unit (basic and diluted)	$	0.72		$	0.71		$	0.71


⁽¹⁾	Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. The net income for each class of limited partner interest has been reduced by its proportionate amount of the approximate $291 thousand attributed to the general partner for its incentive distribution rights.

⁽²⁾

Represents the per unit distributions paid of $0.3525 per unit for the three months ended March 31, 2018, $0.355 per unit for the three months ended June 30, 2018, and $0.3575 per unit distributable for the three months ended September 30, 2018, representing a year-to-date distribution amount of $1.065 per unit. Amounts presented for each class of units include a proportionate amount of the $881 thousand distributed and $443 thousand distributable to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Amended and Restated Long-Term Incentive Plan.


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


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


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



	For the Nine Months Ended September 30, 2017
	Common Units			Subordinated Units			Class A 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⁾	$	13,421		$	5,021		$	75		$	462		$	18,979
Less: Distributable earnings ⁽²⁾	19,782			6,697			91			600			27,170
Distributions in excess of earnings	$	(6,361	)	$	(1,676	)	$	(16	)	$	(138	)	$	(8,191	)
Weighted average units outstanding ⁽³⁾	17,380			6,661			98			461			24,600
Distributable earnings per unit ⁽⁴⁾	$	1.14		$	1.01		$	0.93
Overdistributed earnings per unit ⁽⁵⁾	(0.37		)	(0.25		)	(0.16		)
Net income per limited partner unit (basic and diluted)	$	0.77		$	0.76		$	0.77


⁽¹⁾	Represents net income allocated to each class of units based on the actual ownership of the Partnership during the period. The net income for each class of limited partner interest has been reduced by its proportionate amount of the approximate $109 thousand attributed to the general partner for its incentive distribution rights.

⁽²⁾

Represents the distributions paid for the period based upon the quarterly distribution amount of $0.335 per unit for the three months ended March 31, 2017, $0.34 per unit for the three months ended June 30, 2017 and $0.345 per unit for the three months ended September 30, 2017, representing a year-to-date distribution amount of $1.02 per unit. Amounts presented for each class of units include a proportionate amount of the $1,177 thousand distributed to holders of the Equity-classified Phantom Units pursuant to the distribution equivalent rights granted under the USD Partners LP 2014 Long-Term Incentive Plan.


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


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


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