EX-99.1 2 q12019exhibit991earningsre.htm EXHIBIT 99.1 Q1 2019 EARNINGS RELEASE Exhibit

Exhibit 99.1
usdpartnerslogoa24.jpg

May 6, 2019
USD Partners LP Announces First Quarter 2019 Results
Houston, TX - USD Partners LP (NYSE: USDP) (the “Partnership”) announced today its operating and financial results for the three months ended March 31, 2019. Financial highlights with respect to the first quarter of 2019 include the following:
Generated Net Cash Provided by Operating Activities of $10.2 million, Adjusted EBITDA(1) of $11.5 million and Distributable Cash Flow of $8.4 million
Reported Net Income of $1.3 million
Increased quarterly cash distribution to $0.3625 per unit ($1.45 per unit on an annualized basis), delivering distribution growth of 0.7% over the prior quarter and 2.8% over the first quarter of 2018
Ended quarter with $181 million of available liquidity
“We are pleased to announce our sixteenth consecutive quarterly distribution increase, which is consistent with our previously stated 2019 distribution guidance,” said Dan Borgen, the Partnership’s Chief Executive Officer. “As we mentioned on our fourth quarter earnings call, we look forward to transitioning into the second half of this year, when the higher rates from our recently extended terminalling services agreements will begin to show up in our financial results. In addition, the forward curves today show the spread between a Western Canadian Select and a West Texas Intermediate barrel of crude oil widening to levels that should incentivize our customers to fully utilize the capacity at our terminals.”
First Quarter 2019 Liquidity, Operational and Financial Results
Substantially all of the Partnership’s cash flows are generated from multi-year, take-or-pay terminalling services agreements related to its crude oil terminals, which include minimum monthly commitment fees. The Partnership’s customers include major integrated oil companies, refiners and marketers, the majority of which are investment-grade rated.
The Partnership’s results during the first quarter of 2019 relative to the same quarter in 2018 were primarily influenced by lower revenues at its Casper terminal resulting from the conclusion of a customer agreement at the end of 2018, which were partially offset by higher revenues at its Stroud terminal associated with additional contracts that were executed in March and April of 2018. Additionally, the Partnership experienced higher variable operating costs at its Hardisty and Stroud terminals, which it incurred with the anticipation of higher volumes during the quarter, as well as higher operations and maintenance costs at its Stroud terminal, which were partially offset by a reduction in pipeline fees and a decrease in depreciation expense.
Net Cash Provided by Operating Activities increased by 26% relative to the first quarter of 2018, primarily due to the timing of receipts and payments on accounts receivable, accounts payable and deferred revenue balances.
Adjusted EBITDA decreased by 15% and Distributable Cash Flow (“DCF”) decreased by 24% relative to the first quarter of 2018. The decrease in Adjusted EBITDA was primarily a result of the operating factors

1
(1) The Partnership presents both GAAP and non-GAAP financial measures in this press release to assist in understanding the Partnership’s liquidity and ability to fund distributions. See “Non-GAAP Financial Measures” on page 3 and reconciliations of Net Cash Provided by Operating Activities, the most directly comparable GAAP measure, to Adjusted EBITDA and Distributable Cash Flow on page 8 of this press release.




usdpartnerslogoa24.jpg

discussed above. DCF was also impacted by higher cash paid for interest associated with higher interest rates in the first quarter of 2019.
Net income for the quarter decreased as compared to the first quarter of 2018, primarily as a result of the operating factors discussed above coupled with a non-cash loss associated with the five-year interest rate derivative instrument that the Partnership entered into in November 2017 and higher interest expense incurred resulting from higher interest rates during the first quarter of 2019.
As of March 31, 2019, the Partnership had total available liquidity of $181 million, including $3 million of unrestricted cash and cash equivalents and undrawn borrowing capacity of $177 million on its $385 million senior secured credit facility, subject to continued compliance with financial covenants. The Partnership is in compliance with its financial covenants.
On April 26, 2019, the Partnership declared a quarterly cash distribution of $0.3625 per unit ($1.45 per unit on an annualized basis), which represents growth of 0.7% over the prior quarter and 2.8% over the first quarter of 2018. The distribution is payable on May 15, 2019, to unitholders of record at the close of business on May 7, 2019.
Effective January 1, 2019, the Partnership adopted the requirements of Accounting Standards Update 2016-02, or ASC 842, that requires balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases.

First Quarter 2019 Conference Call Information
The Partnership will host a conference call and webcast regarding first quarter 2019 results at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) on Tuesday, May 7, 2019.
To listen live over the Internet, participants are advised to log on to the Partnership’s website at www.usdpartners.com and select the “Events & Presentations” sub-tab under the “Investors” tab. To join via telephone, participants may dial (877) 266-7551 domestically or +1 (339) 368-5209 internationally, conference ID 2899784. Participants are advised to dial in at least five minutes prior to the call.
An audio replay of the conference call will be available for thirty days by dialing (800) 585-8367 domestically or +1 (404) 537-3406 internationally, conference ID 2899784. In addition, a replay of the audio webcast will be available by accessing the Partnership's website after the call is concluded.
About USD Partners LP
USD Partners LP is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC (“USDG”) to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. The Partnership generates substantially all of its operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies and refiners. The Partnership’s principal assets include a network of crude oil terminals that facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. The Partnership’s operations include

2



usdpartnerslogoa24.jpg

railcar loading and unloading, storage and blending in on-site tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. In addition, the Partnership provides customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons and biofuels by rail.
USDG, which owns the general partner of USD Partners LP, is engaged in designing, developing, owning, and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USDG 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. For additional information, please visit texasdeepwater.com.
Non-GAAP Financial Measures
The Partnership defines 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 the Partnership’s businesses. Adjusted EBITDA is a non-GAAP, supplemental financial measure used by management and external users of the Partnership’s financial statements, such as investors and commercial banks, to assess:
the Partnership’s liquidity and the ability of the Partnership’s businesses to produce sufficient cash flows to make distributions to the Partnership’s unitholders; and
the Partnership’s ability to incur and service debt and fund capital expenditures.

The Partnership defines 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 the Partnership’s financial statements, such as investors and commercial banks, to assess:

the amount of cash available for making distributions to the Partnership’s unitholders;
the excess cash flow being retained for use in enhancing the Partnership’s existing business; and
the sustainability of the Partnership’s current distribution rate per unit.

The Partnership believes that the presentation of Adjusted EBITDA and DCF in this press release provides information that enhances an investor's understanding of the Partnership’s 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. Reconciliations of Net Cash Provided by Operating Activities to Adjusted EBITDA and DCF are presented on page 8 of this press release.

3



usdpartnerslogoa24.jpg


Contact:
Adam Altsuler
Senior Vice President, Chief Financial Officer
(281) 291-3995
aaltsuler@usdg.com

Jennifer Waller
Associate Director, Financial Reporting and Investor Relations
(832) 991-8383
jwaller@usdg.com

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including statements with respect to the ability of the Partnership and USDG to achieve contract extensions, new customer agreements and expansions; the ability of the Partnership and USDG to develop existing and future additional projects and expansion opportunities and whether those projects and opportunities developed by USDG would be made available for acquisition, or acquired, by the Partnership; volumes at, and demand for, the Partnership’s terminals; the price of WCS relative to WTI and other crude benchmarks, and the drivers causing such pricing spreads; and the amount and timing of future distribution payments and distribution growth. Words and phrases such as “is expected,” “is planned,” “believes,” “projects,” and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to the Partnership are based on management’s expectations, estimates and projections about the Partnership, its interests and the energy industry in general on the date this press release was issued. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include those as set forth under the heading “Risk Factors” in the Partnership’s most recent Annual Report on Form 10-K and in the Partnership’s subsequent filings with the Securities and Exchange Commission. The Partnership is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.



4



usdpartnerslogoa24.jpg

USD Partners LP
Consolidated Statements of Income
For the Three Months Ended March 31, 2019 and 2018
(unaudited)
 
 
 
 
 
For the Three Months Ended
 
March 31,
 
2019
 
2018
 
(in thousands)
Revenues
 
 
 
Terminalling services
$
19,998

 
$
22,005

Terminalling services — related party
5,638

 
4,696

Fleet leases — related party
984

 
984

Fleet services
57

 
344

Fleet services — related party
227

 
227

Freight and other reimbursables
403

 
1,475

Freight and other reimbursables — related party
61

 
2

Total revenues
27,368

 
29,733

Operating costs
 
 
 
Subcontracted rail services
3,565

 
3,062

Pipeline fees
5,061

 
5,724

Freight and other reimbursables
464

 
1,477

Operating and maintenance
3,211

 
2,356

Selling, general and administrative
2,477

 
2,994

Selling, general and administrative — related party
2,450

 
1,830

Depreciation and amortization
4,734

 
5,276

Total operating costs
21,962

 
22,719

Operating income
5,406

 
7,014

Interest expense
3,187

 
2,485

Loss (gain) associated with derivative instruments
672

 
(1,024
)
Foreign currency transaction loss (gain)
182

 
(211
)
Other expense (income), net
(24
)
 
71

Income before income taxes
1,389

 
5,693

Provision for (benefit from) income taxes
70

 
(907
)
Net income
$
1,319

 
$
6,600




5



usdpartnerslogoa24.jpg

USD Partners LP
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2019 and 2018
(unaudited)
 
 
 
 
 
For the Three Months Ended
 
March 31,
 
2019
 
2018
 
(in thousands)
 
 
 
 
Cash flows from operating activities:
 
 
 
Net income
$
1,319

 
$
6,600

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
4,734

 
5,276

Loss (gain) associated with derivative instruments
672

 
(1,024
)
Settlement of derivative contracts
1

 
(38
)
Unit based compensation expense
1,414

 
1,337

Deferred income taxes
(249
)
 
(1,290
)
Other
458

 
286

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
691

 
(8,349
)
Accounts receivable — related party
(628
)
 
1,213

Prepaid expenses and other assets
753

 
(161
)
Other assets — related party
20

 
20

Accounts payable and accrued expenses
69

 
(887
)
Accounts payable and accrued expenses — related party
719

 
(378
)
Deferred revenue and other liabilities
198

 
5,499

Net cash provided by operating activities
10,171

 
8,104

Cash flows from investing activities:
 
 
 
Additions of property and equipment
(244
)
 
(78
)
Proceeds from the sale of assets

 
236

Net cash provided by (used in) investing activities
(244
)
 
158

Cash flows from financing activities:
 
 
 
Distributions
(10,133
)
 
(9,689
)
Payments for deferred financing costs
(7
)
 

Vested Phantom Units used for payment of participant taxes
(1,821
)
 
(1,346
)
Proceeds from long-term debt
9,000

 
9,000

Repayments of long-term debt
(11,000
)
 
(8,000
)
Other financing activities
(13
)
 

Net cash used in financing activities
(13,974
)
 
(10,035
)
Effect of exchange rates on cash
388

 
(678
)
Net change in cash, cash equivalents and restricted cash
(3,659
)
 
(2,451
)
Cash, cash equivalents and restricted cash – beginning of period
12,383

 
13,788

Cash, cash equivalents and restricted cash – end of period
$
8,724

 
$
11,337


6



usdpartnerslogoa24.jpg

USD Partners LP
Consolidated Balance Sheets
(unaudited)
 
 
 
 
 
 
 
March 31,
 
December 31,
 
 
2019
 
2018
ASSETS
 
(in thousands)
Current assets
 
 
 
 
Cash and cash equivalents
 
$
3,069

 
$
6,439

Restricted cash
 
5,655

 
5,944

Accounts receivable, net
 
4,462

 
5,132

Accounts receivable — related party
 
1,255

 
624

Prepaid expenses
 
1,681

 
2,115

Other current assets
 
477

 
634

Other current assets — related party
 
79

 
79

Total current assets
 
16,678

 
20,967

Property and equipment, net
 
146,635

 
145,308

Intangible assets, net
 
83,554

 
86,705

Goodwill
 
33,589

 
33,589

Operating lease right-of-use assets
 
15,581

 

Other non-current assets
 
255

 
631

Other non-current assets — related party
 
75

 
95

Total assets
 
$
296,367

 
$
287,295

 
 
 
 
 
LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable and accrued expenses
 
$
5,660

 
$
3,464

Accounts payable and accrued expenses — related party
 
1,179

 
460

Deferred revenue
 
2,980

 
2,921

Deferred revenue — related party
 
1,916

 
1,885

Operating lease liabilities, current
 
5,236

 

Other current liabilities
 
2,910

 
2,804

Total current liabilities
 
19,881

 
11,534

Long-term debt, net
 
204,028

 
205,581

Deferred income tax liabilities, net
 
119

 
360

Operating lease liabilities, non-current
 
10,682

 

Other non-current liabilities
 
120

 
356

Total liabilities
 
234,830

 
217,831

Commitments and contingencies
 
 
 
 
Partners’ capital
 
 
 
 
Common units
 
80,539

 
107,903

Class A units
 

 
1,018

Subordinated units
 
(20,555
)
 
(39,723
)
General partner units
 
3,147

 
3,275

Accumulated other comprehensive loss
 
(1,594
)
 
(3,009
)
Total partners’ capital
 
61,537

 
69,464

Total liabilities and partners’ capital
 
$
296,367

 
$
287,295


7



usdpartnerslogoa24.jpg

USD Partners LP
GAAP to Non-GAAP Reconciliations
For the Three Months Ended March 31, 2019 and 2018
(unaudited)
 
 
 
 
 
 
 
For the Three Months Ended
 
 
March 31,
 
 
2019
 
2018
 
 
(in thousands)
 
 
 
 
 
Net cash provided by operating activities
$
10,171

 
$
8,104

Add (deduct):
 
 
 
Amortization of deferred financing costs
(450
)
 
(215
)
Deferred income taxes
249

 
1,290

Changes in accounts receivable and other assets
(836
)
 
7,277

Changes in accounts payable and accrued expenses
(788
)
 
1,265

Changes in deferred revenue and other liabilities
(198
)
 
(5,499
)
Interest expense, net
3,180

 
2,485

Provision for (benefit from) income taxes
70

 
(907
)
Foreign currency transaction loss (gain) (1)
182

 
(211
)
Other income
(17
)
 

Non-cash contract asset (2)
(51
)
 
(51
)
Adjusted EBITDA
11,512

 
13,538

Add (deduct):
 
 
 
Cash paid for income taxes
(278
)
 
(182
)
Cash paid for interest
(2,820
)
 
(2,291
)
Maintenance capital expenditures

 
(49
)
Distributable cash flow
$
8,414

 
$
11,016

 
 
 
 
 
(1)
Represents foreign exchange transaction amounts associated with activities between the Partnership's U.S. and Canadian subsidiaries.
(2)
Represents the change in non-cash contract assets associated with revenue recognized in advance at blended rates based on the escalation clauses in certain of the Partnership's customer contracts.


8