|
|
|
|
|
||
DELAWARE
(State of incorporation
or organization)
|
|
000-50056
(Commission file number)
|
|
05-0527861
(I.R.S. employer identification number)
|
||
|
|
|
||||
4200 STONE ROAD
|
|
|
||||
KILGORE, TEXAS
(Address of principal executive offices)
|
|
75662
(Zip code)
|
|
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
||
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
||
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 1.01
|
|
Entry into a Material Definitive Agreement.
|
|
|
|
Item 7.01
|
|
Regulation FD Disclosure
|
|
|
|
||
Item 9.01
|
|
Financial Statements and Exhibits.
|
Exhibit
|
|
|
|||
Number
|
|
Description
|
|||
|
10.1
|
|
|
|
Purchase and Sale Agreement of Membership Interests of ECP, dated as of August 10, 2014, by and between ECP and Redbird.
|
|
99.1
|
|
|
|
Press Release dated August 11, 2014
|
|
99.2
|
|
|
|
Unaudited Consolidated and Condensed Financial Statements of Cardinal
|
|
99.3
|
|
|
|
Unaudited Pro Forma Consolidated and Condensed Financial Information
|
|
23.1
|
|
|
|
Consent of PricewaterhouseCoopers LLP
|
INDEX TO EXHIBITS
|
Exhibit
|
|
|
|||
Number
|
|
Description
|
|||
|
10.1
|
|
|
|
Purchase and Sale Agreement of Membership Interests of ECP, dated as of August 10, 2014, by and between ECP and Redbird.
|
|
99.1
|
|
|
|
Press Release dated August 11, 2014
|
|
99.2
|
|
|
|
Unaudited Consolidated and Condensed Financial Statements of Cardinal
|
|
99.3
|
|
|
|
Unaudited Pro Forma Consolidated and Condensed Financial Information
|
|
23.1
|
|
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
Page
|
ARTICLE 1 Definitions and Rules of Construction
|
9
|
|
SECTION 1.01
|
Definitions
|
9
|
SECTION 1.02
|
Rules of Construction
|
9
|
ARTICLE 2 Purchase and Sale
|
10
|
|
SECTION 2.01
|
Interest Purchase
|
10
|
SECTION 2.02
|
Purchase Price
|
10
|
SECTION 2.03
|
Closing; Closing Date
|
10
|
SECTION 2.04
|
Closing Deliveries
|
11
|
SECTION 2.05
|
Pad Gas Lease Adjustment
|
11
|
SECTION 2.06
|
Paid-Off Debt
|
12
|
SECTION 2.07
|
Intended Tax Treatment
|
12
|
ARTICLE 3 Representations and Warranties of Sellers
|
12
|
|
SECTION 3.01
|
Organization and Existence
|
12
|
SECTION 3.02
|
Authorization
|
12
|
SECTION 3.03
|
Consents; Litigation
|
12
|
SECTION 3.04
|
Noncontravention
|
13
|
SECTION 3.05
|
Title
|
13
|
SECTION 3.06
|
Compliance with Laws
|
13
|
SECTION 3.07
|
Legal Impediments
|
13
|
SECTION 3.08
|
Brokers
|
13
|
SECTION 3.09
|
Tax Representations
|
14
|
ARTICLE 4 Representations and Warranties of Purchaser
|
14
|
|
SECTION 4.01
|
Organization and Existence
|
14
|
SECTION 4.02
|
Authorization
|
14
|
SECTION 4.03
|
Consents; Litigation
|
14
|
SECTION 4.04
|
Noncontravention
|
14
|
SECTION 4.05
|
Compliance with Laws
|
15
|
SECTION 4.06
|
Brokers
|
15
|
SECTION 4.07
|
Investment Intent
|
15
|
SECTION 4.08
|
Available Funds; Source of Funds
|
15
|
SECTION 4.09
|
Investigation
|
15
|
SECTION 4.10
|
Legal Impediments
|
15
|
ARTICLE 5 Covenants
|
16
|
|
SECTION 5.01
|
Tax Matters
|
16
|
SECTION 5.02
|
Publicity
|
18
|
SECTION 5.03
|
Post-Closing Books and Records
|
18
|
SECTION 5.04
|
Expenses
|
19
|
SECTION 5.05
|
Further Actions
|
19
|
SECTION 5.06
|
Post-Closing Cooperation
|
20
|
SECTION 5.07
|
No Solicitation; Alternative Transactions
|
21
|
SECTION 5.08
|
Director and Officer Indemnification
|
21
|
SECTION 5.09
|
Casualty Loss
|
21
|
|
|
Page
|
ARTICLE 6 Conditions to Closing
|
22
|
|
SECTION 6.01
|
Conditions to Each Party’s Obligations
|
22
|
SECTION 6.02
|
Conditions to Obligation of Purchaser
|
22
|
SECTION 6.03
|
Conditions to Obligation of the Sellers
|
23
|
SECTION 6.04
|
Frustration of Closing Conditions
|
23
|
ARTICLE 7 Survival and Disclaimers
|
23
|
|
SECTION 7.01
|
Survival of Certain Representations, Warranties
|
23
|
SECTION 7.02
|
Disclaimers; Release
|
24
|
SECTION 7.03
|
Certain Limitations
|
24
|
ARTICLE 8 Indemnification
|
25
|
|
SECTION 8.01
|
Indemnification by Sellers
|
25
|
SECTION 8.02
|
Indemnification by Purchaser
|
25
|
SECTION 8.03
|
Indemnification Procedures
|
26
|
SECTION 8.04
|
Indemnification Generally
|
27
|
SECTION 8.05
|
Express Negligence; Limitations on Defense to Certain Claims
|
28
|
ARTICLE 9 Termination
|
29
|
|
SECTION 9.01
|
Termination
|
29
|
SECTION 9.02
|
Effect of Termination
|
29
|
ARTICLE 10 Miscellaneous
|
30
|
|
SECTION 10.01
|
Notices
|
30
|
SECTION 10.02
|
Severability
|
31
|
SECTION 10.03
|
Counterparts
|
31
|
SECTION 10.04
|
Amendments and Waivers
|
31
|
SECTION 10.05
|
Entire Agreement; No Third Party Beneficiaries
|
31
|
SECTION 10.06
|
Governing Law
|
31
|
SECTION 10.07
|
Specific Performance
|
31
|
SECTION 10.08
|
Consent to Jurisdiction; Waiver of Jury Trial
|
32
|
SECTION 10.09
|
Assignment
|
32
|
SECTION 10.10
|
Headings
|
32
|
SECTION 10.11
|
Schedules and Exhibits
|
32
|
(a)
|
if to Purchaser, to:
|
(b)
|
if to Sellers, to:
|
|
SELLERS
|
|
ENERGY CAPITAL PARTNERS I, LP
By: ENERGY CAPITAL PARTNERS GP I,
LLC, its General Partner
By:Energy Capital Partners, LLC
Its:Managing Member
By:
/s/ Jeff Spinner
Name: Jeff Spinner
Title: Vice President
|
|
ENERGY CAPITAL PARTNERS I-A, LP
By: ENERGY CAPITAL PARTNERS GP I,
LLC, its General Partner
By:Energy Capital Partners, LLC
Its:Managing Member
By:
/s/ Jeff Spinner
Name: Jeff Spinner
Title: Vice President
|
|
ENERGY CAPITAL PARTNERS I-B IP, LP
By: ENERGY CAPITAL PARTNERS GP I,
LLC, its General Partner
By:Energy Capital Partners, LLC
Its:Managing Member
By:
/s/ Jeff Spinner
Name: Jeff Spinner
Title: Vice President
|
|
ENERGY CAPITAL PARTNERS (CARDINAL IP), LP
By: ENERGY CAPITAL PARTNERS GP I,
LLC, its General Partner
By:Energy Capital Partners, LLC
Its:Managing Member
By:
/s/ Jeff Spinner
Name: Jeff Spinner
Title: Vice President
|
|
REDBIRD GAS STORAGE LLC
By:
/s/ Robert D. Bondurant
Name: Robert D. Bondurant
Title: Vice President
|
•
|
Accretive to annual distributions by $0.15+/LP unit by end of 2015
|
•
|
Management expects to recommend a distribution increase of at least $0.02/LP unit ($0.08 annually) payable in the 4Q 2014 as a result of this transaction
|
•
|
Improves Partnership’s distribution coverage ratio to above 1.05x
|
•
|
Increases percentage of fee-based cash flows from approximately 50-55% to 60-65%
|
•
|
Over 90% of working gas storage capacity contracted with a weighted average remaining life greater than 5 years
|
|
Page
|
Consolidated and Condensed Statement of Financial Position as of June 30, 2014 (unaudited) and December 31, 2013 (audited)
|
|
Consolidated and Condensed Statements of Operations for the three and six months ended June 30, 2014 and 2013 (unaudited)
|
|
Consolidated and Condensed Statements of Members' Capital for the six months ended June 30, 2014 (unaudited)
|
|
Consolidated and Condensed Statements of Cash Flows for the six months ended June 30, 2014 and 2013 (unaudited)
|
|
Notes to Consolidated and Condensed Financial Statements
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
(Unaudited)
|
|
(Audited)
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,373
|
|
|
$
|
7,260
|
|
Restricted cash
|
13,450
|
|
|
14,892
|
|
||
Accounts receivable, net
|
3,085
|
|
|
4,193
|
|
||
Value of derivative instruments, current
|
1,504
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
2,203
|
|
|
1,384
|
|
||
Total current assets
|
24,615
|
|
|
27,729
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
613,539
|
|
|
622,794
|
|
||
Debt issuance costs, net
|
7,052
|
|
|
8,003
|
|
||
Value of derivative instruments
|
17
|
|
|
1,562
|
|
||
Intangible assets, net
|
942
|
|
|
1,420
|
|
||
Other assets
|
258
|
|
|
308
|
|
||
Total assets
|
$
|
646,423
|
|
|
$
|
661,816
|
|
|
|
|
|
||||
Liabilities and Members' Capital
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
8,141
|
|
|
$
|
6,372
|
|
Current portion of long term debt
|
12,420
|
|
|
12,420
|
|
||
Total current liabilities
|
20,561
|
|
|
18,792
|
|
||
|
|
|
|
||||
Long term debt
|
271,416
|
|
|
295,261
|
|
||
Other long term liabilities
|
935
|
|
|
1,179
|
|
||
Total liabilities
|
292,912
|
|
|
315,232
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 3)
|
|
|
|
||||
Members' capital
|
353,511
|
|
|
346,584
|
|
||
Total liabilities and members' capital
|
$
|
646,423
|
|
|
$
|
661,816
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Firm capacity revenues
|
$
|
15,359
|
|
|
$
|
8,804
|
|
|
$
|
30,981
|
|
|
$
|
16,185
|
|
Hub services revenues
|
521
|
|
|
529
|
|
|
2,813
|
|
|
747
|
|
||||
Fuel charges
|
1,034
|
|
|
1,105
|
|
|
1,549
|
|
|
1,265
|
|
||||
Professional service fees
|
—
|
|
|
66
|
|
|
—
|
|
|
192
|
|
||||
Total revenues
|
16,914
|
|
|
10,504
|
|
|
35,343
|
|
|
18,389
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
4,917
|
|
|
3,022
|
|
|
15,624
|
|
|
5,026
|
|
||||
Depreciation and amortization
|
4,509
|
|
|
4,011
|
|
|
9,093
|
|
|
7,444
|
|
||||
General and administrative
|
1,522
|
|
|
718
|
|
|
2,382
|
|
|
1,696
|
|
||||
Loss on disposal of asset
|
1,050
|
|
|
—
|
|
|
2,615
|
|
|
—
|
|
||||
Loss on sale of investment
|
—
|
|
|
921
|
|
|
—
|
|
|
921
|
|
||||
Loss on natural gas sold
|
13
|
|
|
—
|
|
|
71
|
|
|
14
|
|
||||
Total expenses
|
12,011
|
|
|
8,672
|
|
|
29,785
|
|
|
15,101
|
|
||||
Income from operations
|
4,903
|
|
|
1,832
|
|
|
5,558
|
|
|
3,288
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Loss on derivative instruments
|
(499
|
)
|
|
(535
|
)
|
|
(49
|
)
|
|
(379
|
)
|
||||
Royalty income
|
3
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Interest income
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Interest expense
|
(2,998
|
)
|
|
(1,820
|
)
|
|
(6,121
|
)
|
|
(2,982
|
)
|
||||
Total other expense
|
(3,493
|
)
|
|
(2,355
|
)
|
|
(6,163
|
)
|
|
(3,360
|
)
|
||||
Net income (loss)
|
$
|
1,410
|
|
|
$
|
(523
|
)
|
|
$
|
(605
|
)
|
|
$
|
(72
|
)
|
|
ECP
|
|
Redbird
|
|
Total
|
||||||
Members' capital at January 1, 2014
|
$
|
281,148
|
|
|
$
|
65,436
|
|
|
$
|
346,584
|
|
Contributions
|
5,001
|
|
|
3,069
|
|
|
8,070
|
|
|||
Distributions
|
(313
|
)
|
|
(225
|
)
|
|
(538
|
)
|
|||
Net loss
|
(435
|
)
|
|
(170
|
)
|
|
(605
|
)
|
|||
Members' capital at June 30, 2014
|
$
|
285,401
|
|
|
$
|
68,110
|
|
|
$
|
353,511
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(605
|
)
|
|
$
|
(72
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
|
|
||||
Loss on derivative instruments
|
49
|
|
|
379
|
|
||
Depreciation and amortization expense
|
9,093
|
|
|
7,444
|
|
||
Amortization of debt issuance cost
|
951
|
|
|
286
|
|
||
Loss on disposal of assets
|
2,615
|
|
|
921
|
|
||
Change in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
1,108
|
|
|
(3,612
|
)
|
||
Prepaid expenses and other current assets
|
(819
|
)
|
|
(1,035
|
)
|
||
Other noncurrent assets
|
50
|
|
|
(118
|
)
|
||
Accounts payable and accrued liabilities
|
990
|
|
|
1,105
|
|
||
Other noncurrent liabilities
|
(244
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
13,188
|
|
|
5,298
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Settlement of derivative instrument
|
—
|
|
|
160
|
|
||
Derivative instrument
|
(8
|
)
|
|
—
|
|
||
Capital expenditures
|
(1,196
|
)
|
|
(103,046
|
)
|
||
Proceeds from sale of fixed asset
|
—
|
|
|
4,897
|
|
||
Restricted cash
|
1,442
|
|
|
7,999
|
|
||
Net cash provided by (used in) investing activities
|
238
|
|
|
(89,990
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from long-term debt
|
—
|
|
|
78,838
|
|
||
Repayment of debt
|
(23,845
|
)
|
|
(10,745
|
)
|
||
Contributions from members
|
8,070
|
|
|
21,465
|
|
||
Distributions to members
|
(538
|
)
|
|
(3,280
|
)
|
||
Net cash provided by (used in) financing activities
|
(16,313
|
)
|
|
86,278
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(2,887
|
)
|
|
1,586
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
7,260
|
|
|
4,128
|
|
||
End of period
|
$
|
4,373
|
|
|
$
|
5,714
|
|
|
|
|
|
||||
Supplemental disclosure
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
4,551
|
|
|
$
|
2,179
|
|
|
|
|
|
||||
Noncash investing activities
|
|
|
|
||||
Change in capital expenditures included in accounts payable and accrued liabilities
|
779
|
|
|
(13,491
|
)
|
1.
|
Business Description, Formation of Company and Acquisitions
|
2.
|
Summary of Significant Accounting Policies
|
|
Straight Line
|
Storage, surface and pipeline facilities
|
20 to 50-year
|
Office equipment
|
5 to 7-year
|
Automobiles
|
5-year
|
Level 3
|
Inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.
|
3.
|
Commitments and Contingencies
|
4.
|
Long Term Debt
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Construction/term loan - Arcadia
|
$
|
64,807
|
|
|
$
|
69,641
|
|
Base gas revolver - Arcadia
|
13,747
|
|
|
13,747
|
|
||
Construction/term loan - Perryville
|
90,360
|
|
|
100,079
|
|
||
Base gas revolver - Perryville
|
15,575
|
|
|
15,575
|
|
||
Construction/term loan - Cadeville
|
99,347
|
|
|
108,639
|
|
||
|
283,836
|
|
|
307,681
|
|
||
Less: Current portion
|
(12,420
|
)
|
|
(12,420
|
)
|
||
|
$
|
271,416
|
|
|
$
|
295,261
|
|
2014
|
$
|
6,210
|
|
2015
|
12,420
|
|
|
2016
|
81,725
|
|
|
2017
|
8,721
|
|
|
2018
|
174,760
|
|
|
Thereafter
|
—
|
|
|
|
$
|
283,836
|
|
5.
|
Derivative Instruments
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest rate
|
$
|
(28
|
)
|
|
$
|
204
|
|
|
$
|
(47
|
)
|
|
$
|
395
|
|
Natural gas
|
(471
|
)
|
|
(739
|
)
|
|
(2
|
)
|
|
(774
|
)
|
||||
Gain (loss) on derivative instruments
|
$
|
(499
|
)
|
|
$
|
(535
|
)
|
|
$
|
(49
|
)
|
|
$
|
(379
|
)
|
Transaction Type
|
Settlement Date
|
Pricing Terms
|
Quantity
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
|
|
|
||||
Natural gas call option
|
2,345,498 on January 31, 2014; 1,286,242 on February 15, 2015
|
Fixed price of $4.50/MMBTU settled against Henry Hub Natural Gas Index
|
3,631,740 MMBTU
|
$
|
1,504
|
|
|
$
|
—
|
|
Interest rate cap
|
$35 million on January 31, 2015
|
Cap rate of 1.00% settled monthly
|
$35 million
|
—
|
|
|
—
|
|
||
Current assets fair value of derivatives
|
1,504
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
||||
Natural gas call option
|
2,345,498 on January 31, 2014; 1,286,242 on February 15, 2015
|
Fixed price of $4.50/MMBTU settled against Henry Hub Natural Gas Index
|
3,631,740 MMBTU
|
—
|
|
|
1,507
|
|
||
Interest rate cap
|
$115 million on December 31, 2015
|
Fixed rate of 2.00% settled against LIBOR, quarterly LIBOR resets
|
$115 million
|
17
|
|
|
52
|
|
||
Interest rate cap
|
$125 million on December 31, 2015
|
Cap rate of 4.00% settled monthly through 2014, and Cap rate of 6.00% for 2015
|
$125 million
|
—
|
|
|
3
|
|
||
Non-current assets fair value of derivatives
|
17
|
|
|
1,562
|
|
|||||
Net fair value of derivatives
|
$
|
1,521
|
|
|
$
|
1,562
|
|
6.
|
Member and Related Party Transactions
|
|
Page
|
Pro Forma Consolidated and Condensed Balance Sheet as of June 30, 2014 (unaudited)
|
|
Pro Forma Consolidated and Condensed Statements of Operations for the year ended December 31, 2013 (unaudited)
|
|
Pro Forma Consolidated and Condensed Statements of Operations for the six months ended June 30, 2014 (unaudited)
|
|
Notes to Consolidated and Condensed Financial Statements
|
|
MMLP Historical
|
|
Cardinal
|
|
Pro Forma Adjustments
|
|
Pro Forma Consolidated
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
2,704
|
|
|
$
|
4,373
|
|
|
$
|
120,000
|
|
(a)
|
$
|
7,077
|
|
|
|
|
|
|
(120,000
|
)
|
(b)
|
|
|||||||
Restricted cash
|
—
|
|
|
13,450
|
|
|
(13,450
|
)
|
(c)
|
—
|
|
||||
Accounts and other receivables, net
|
145,418
|
|
|
3,085
|
|
|
—
|
|
|
148,503
|
|
||||
Product exchange receivables
|
4,164
|
|
|
—
|
|
|
—
|
|
|
4,164
|
|
||||
Inventories
|
113,346
|
|
|
—
|
|
|
—
|
|
|
113,346
|
|
||||
Due from affiliates
|
21,915
|
|
|
—
|
|
|
—
|
|
|
21,915
|
|
||||
Other current assets
|
11,173
|
|
|
3,707
|
|
|
—
|
|
|
14,880
|
|
||||
Total current assets
|
298,720
|
|
|
24,615
|
|
|
(13,450
|
)
|
|
309,885
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Property, plant and equipment, at cost
|
970,170
|
|
|
665,824
|
|
|
(286,718
|
)
|
(b)
|
1,349,276
|
|
||||
Accumulated depreciation
|
(329,772
|
)
|
|
(52,285
|
)
|
|
52,285
|
|
(b)
|
(329,772
|
)
|
||||
Property, plant and equipment, net
|
640,398
|
|
|
613,539
|
|
|
(234,433
|
)
|
|
1,019,504
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
23,802
|
|
|
—
|
|
|
—
|
|
|
23,802
|
|
||||
Investment in unconsolidated entities
|
266,445
|
|
|
—
|
|
|
(116,263
|
)
|
(b)
|
150,182
|
|
||||
Debt issuance costs, net
|
14,191
|
|
|
7,052
|
|
|
(7,052
|
)
|
(b)
|
14,191
|
|
||||
Intangible assets, net
|
—
|
|
|
942
|
|
|
94,974
|
|
(b)
|
95,916
|
|
||||
Fair value of derivatives
|
547
|
|
|
—
|
|
|
—
|
|
|
547
|
|
||||
Other assets, net
|
6,653
|
|
|
275
|
|
|
—
|
|
|
6,928
|
|
||||
|
$
|
1,250,756
|
|
|
$
|
646,423
|
|
|
$
|
(276,224
|
)
|
|
$
|
1,620,955
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities and Partners’ Capital
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
12,420
|
|
|
$
|
(12,420
|
)
|
(c)
|
$
|
—
|
|
Trade and other accounts payable
|
121,578
|
|
|
8,141
|
|
|
—
|
|
|
129,719
|
|
||||
Product exchange payables
|
22,078
|
|
|
—
|
|
|
—
|
|
|
22,078
|
|
||||
Due to affiliates
|
6,555
|
|
|
—
|
|
|
—
|
|
|
6,555
|
|
||||
Income taxes payable
|
818
|
|
|
—
|
|
|
—
|
|
|
818
|
|
||||
Other accrued liabilities
|
18,806
|
|
|
—
|
|
|
—
|
|
|
18,806
|
|
||||
Total current liabilities
|
169,835
|
|
|
20,561
|
|
|
(12,420
|
)
|
|
177,976
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Long-term debt, less current installments
|
692,168
|
|
|
271,416
|
|
|
120,000
|
|
(a)
|
1,082,554
|
|
||||
|
|
|
|
|
270,386
|
|
(c)
|
|
|||||||
|
|
|
|
|
(271,416
|
)
|
(c)
|
|
|||||||
Other long-term obligations
|
2,020
|
|
|
935
|
|
|
—
|
|
|
2,955
|
|
||||
Total liabilities
|
864,023
|
|
|
292,912
|
|
|
106,550
|
|
|
1,263,485
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
||||||||
Partners’ capital
|
386,733
|
|
|
353,511
|
|
|
(29,263
|
)
|
(b)
|
357,470
|
|
||||
|
|
|
|
|
(353,511
|
)
|
(b)
|
|
|||||||
|
$
|
1,250,756
|
|
|
$
|
646,423
|
|
|
$
|
(276,224
|
)
|
|
$
|
1,620,955
|
|
|
MMLP Historical
|
|
Holdings
|
|
Cardinal
|
|
Pro Forma Adjustments
|
|
Pro Forma Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Terminalling and storage
|
$
|
115,965
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115,965
|
|
Marine transportation
|
98,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,523
|
|
|||||
Natural gas services
|
—
|
|
|
—
|
|
|
52,762
|
|
|
—
|
|
|
52,762
|
|
|||||
Sulfur services
|
12,004
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,004
|
|
|||||
Product sales:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Natural gas services
|
984,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984,653
|
|
|||||
Sulfur services
|
201,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201,120
|
|
|||||
Terminalling and storage
|
221,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,245
|
|
|||||
|
1,407,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,407,018
|
|
|||||
Total revenues
|
1,633,510
|
|
|
—
|
|
|
52,762
|
|
|
—
|
|
|
1,686,272
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold: (excluding depreciation and amortization)
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas services
|
944,961
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
944,961
|
|
|||||
Sulfur services
|
157,723
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,723
|
|
|||||
Terminalling and storage
|
195,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,640
|
|
|||||
|
1,298,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,298,324
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
172,043
|
|
|
197
|
|
|
14,285
|
|
|
—
|
|
|
186,525
|
|
|||||
Selling, general and administrative
|
29,397
|
|
|
—
|
|
|
7,998
|
|
|
—
|
|
|
37,395
|
|
|||||
Impairment
|
—
|
|
|
—
|
|
|
129,384
|
|
|
—
|
|
|
129,384
|
|
|||||
Depreciation and amortization
|
52,240
|
|
|
—
|
|
|
18,752
|
|
|
29,192
|
|
(k)
|
100,184
|
|
|||||
Total costs and expenses
|
1,552,004
|
|
|
197
|
|
|
170,419
|
|
|
29,192
|
|
|
1,751,812
|
|
|||||
Other operating income
|
1,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,166
|
|
|||||
Operating income (loss)
|
82,672
|
|
|
(197
|
)
|
|
(117,657
|
)
|
|
(29,192
|
)
|
|
(64,374
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings (loss) of unconsolidated entities
|
(53,048
|
)
|
|
4,988
|
|
|
—
|
|
|
(80
|
)
|
(d)
|
6,086
|
|
|||||
|
|
|
|
|
|
|
54,226
|
|
(f)
|
|
|||||||||
Debt prepayment premium
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(272
|
)
|
|||||
Interest expense
|
(42,495
|
)
|
|
(2
|
)
|
|
(9,798
|
)
|
|
(4,239
|
)
|
(e)
|
(59,156
|
)
|
|||||
|
|
|
|
|
|
|
(3,485
|
)
|
(h)
|
|
|||||||||
|
|
|
|
|
|
|
863
|
|
(j)
|
|
|||||||||
Other, net
|
542
|
|
|
—
|
|
|
(828
|
)
|
|
—
|
|
|
(286
|
)
|
|||||
Total other income (expense)
|
(95,273
|
)
|
|
4,986
|
|
|
(10,626
|
)
|
|
47,285
|
|
|
(53,628
|
)
|
|||||
Net income (loss) before taxes
|
(12,601
|
)
|
|
4,789
|
|
|
(128,283
|
)
|
|
18,093
|
|
|
(118,002
|
)
|
|||||
Income tax expense
|
(753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(753
|
)
|
|||||
Net income (loss)
|
(13,354
|
)
|
|
4,789
|
|
|
(128,283
|
)
|
|
18,093
|
|
|
(118,755
|
)
|
|||||
Less general partner's interest in net (income) loss
|
267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|||||
Less pre-acquisition (income) loss allocated to Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less loss allocable to unvested restricted units
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||
Limited partner's interest in net income (loss)
|
$
|
(13,047
|
)
|
|
$
|
4,789
|
|
|
$
|
(128,283
|
)
|
|
$
|
18,093
|
|
|
$
|
(118,448
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per unit attributable to limited partners - basic
|
$
|
(0.49
|
)
|
|
|
|
|
|
|
|
$
|
(4.46
|
)
|
||||||
Weighted average limited partner units - basic
|
26,558
|
|
|
|
|
|
|
|
|
26,558
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per unit attributable to limited partners - diluted
|
$
|
(0.49
|
)
|
|
|
|
|
|
|
|
$
|
(4.46
|
)
|
||||||
Weighted average limited partner units - diluted
|
26,558
|
|
|
|
|
|
|
|
|
26,558
|
|
|
MMLP Historical
|
|
Holdings (i)
|
|
Cardinal
|
|
Pro Forma Adjustments
|
|
Pro Forma Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Terminalling and storage
|
$
|
65,968
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,968
|
|
Marine transportation
|
45,563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,563
|
|
|||||
Natural gas services
|
—
|
|
|
—
|
|
|
35,343
|
|
|
—
|
|
|
35,343
|
|
|||||
Sulfur services
|
6,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,075
|
|
|||||
Product sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas services
|
581,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
581,938
|
|
|||||
Sulfur services
|
110,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,713
|
|
|||||
Terminalling and storage
|
105,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,716
|
|
|||||
|
798,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
798,367
|
|
|||||
Total revenues
|
915,973
|
|
|
—
|
|
|
35,343
|
|
|
—
|
|
|
951,316
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of products sold: (excluding depreciation and amortization)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas services
|
559,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
559,320
|
|
|||||
Sulfur services
|
83,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,168
|
|
|||||
Terminalling and storage
|
94,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,835
|
|
|||||
|
737,323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
737,323
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
92,152
|
|
|
|
|
15,624
|
|
|
—
|
|
|
107,776
|
|
||||||
Selling, general and administrative
|
17,351
|
|
|
—
|
|
|
2,382
|
|
|
—
|
|
|
19,733
|
|
|||||
Depreciation and amortization
|
28,586
|
|
|
—
|
|
|
9,093
|
|
|
15,972
|
|
(k)
|
53,651
|
|
|||||
Total costs and expenses
|
875,412
|
|
|
—
|
|
|
27,099
|
|
|
15,972
|
|
|
918,483
|
|
|||||
Other operating income (loss)
|
54
|
|
|
—
|
|
|
(2,615
|
)
|
|
—
|
|
|
(2,561
|
)
|
|||||
Operating income
|
40,615
|
|
|
—
|
|
|
5,629
|
|
|
(15,972
|
)
|
|
30,272
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated entities
|
1,642
|
|
|
2,235
|
|
|
—
|
|
|
243
|
|
(g)
|
4,120
|
|
|||||
Interest expense
|
(22,892
|
)
|
|
—
|
|
|
(6,121
|
)
|
|
(2,118
|
)
|
(e)
|
(31,999
|
)
|
|||||
|
|
|
|
|
|
|
(1,743
|
)
|
(h)
|
|
|||||||||
|
|
|
|
|
|
|
875
|
|
(j)
|
|
|||||||||
Debt prepayment premium
|
(7,767
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,767
|
)
|
|||||
Other, net
|
(117
|
)
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(230
|
)
|
|||||
Total other expense
|
(29,134
|
)
|
|
2,235
|
|
|
(6,234
|
)
|
|
(2,743
|
)
|
|
(35,876
|
)
|
|||||
Net income before taxes
|
11,481
|
|
|
2,235
|
|
|
(605
|
)
|
|
(18,715
|
)
|
|
(5,604
|
)
|
|||||
Income tax expense
|
(654
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(654
|
)
|
|||||
Net income
|
10,827
|
|
|
2,235
|
|
|
(605
|
)
|
|
(18,715
|
)
|
|
(6,258
|
)
|
|||||
Less general partner's interest in net income
|
(217
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217
|
)
|
|||||
Less income allocable to unvested restricted units
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||||
Limited partners' interest in net income
|
$
|
10,581
|
|
|
$
|
2,235
|
|
|
$
|
(605
|
)
|
|
$
|
(18,715
|
)
|
|
$
|
(6,504
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per unit attributable to limited partners - basic
|
$
|
0.38
|
|
|
|
|
|
|
|
|
$
|
(0.23
|
)
|
||||||
Weighted average limited partner units - basic
|
27,757
|
|
|
|
|
|
|
|
|
27,757
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per unit attributable to limited partners - diluted
|
$
|
0.38
|
|
|
|
|
|
|
|
|
$
|
(0.23
|
)
|
||||||
Weighted average limited partner units - diluted
|
27,791
|
|
|
|
|
|
|
|
|
27,757
|
|
(a)
|
Reflects $120.0 million in borrowings under the Partnership's revolving credit facility to finance the Transaction.
|
(b)
|
Reflects the allocation of the $120.0 million payment for the purchase of the approximate 58% interest in Cardinal not previously owned. Based on the Transaction purchase price of $120.0 million, this represents fair value on a 100% basis of $207.0 million, resulting in a fair value of $87.0 million for the Partnership’s existing approximate 42% interest in Cardinal. Based on the application of purchase accounting at the date of the acquisition, this resulted in a $29.3 million reduction in the Partnership’s carrying value of it's investment in Cardinal. The carrying value of Cardinal's net assets at June 30, 2014 was $353.5 million. The following preliminary purchase price allocation was based on management estimates. The final allocation will be completed by December 31, 2014 based on a third party valuation.
|
|
(In thousands)
|
||
Current assets
|
$
|
24,615
|
|
Property, plant and equipment
|
379,106
|
|
|
Other assets, including intangibles
|
96,191
|
|
|
Current liabilities
|
(20,561
|
)
|
|
Long-term liabilities
|
(272,351
|
)
|
|
Total
|
$
|
207,000
|
|
(c)
|
Reflects Partnership borrowings and Cardinal restricted cash utilized to repay all Cardinal debt.
|
(d)
|
Reflects the adjustment of the incremental amount of amortization of the carrying value of the Partnership's equity interest in WTLPG in excess of Holding's carrying value of the underlying net assets. Of the excess basis of $95.9 million, $48.0 million will be amortized over approximately 35 years. The annual amount of excess amortization will decrease by $80 thousand compared to historical amounts recorded.
|
(e)
|
Reflects the additional interest expense resulting from the $134.4 million in borrowings under the Partnership's credit facility to finance the acquisition of Holdings. The interest rate used for the pro forma adjustment was 3.15%, which represents the Partnership's weighted average rate on the facility at the time of the transaction. The interest rate can vary and an increase of 1/8% would increase interest expense and decrease income before income taxes by $0.2 million annually.
|
(f)
|
Reflects the elimination of the Partnership's equity in loss of Cardinal for the year ended December 31, 2013.
|
(g)
|
Reflects the elimination of the Partnership's equity in loss of Cardinal for the six months ended June 30, 2014.
|
(h)
|
Reflects the additional interest expense resulting from $120.0 million in borrowings under the Partnership's credit facility to finance the Transaction. The interest rate for the proforma adjustment was 2.90%, which represents the Partnership's weighted average rate on the facility at the time of the Transaction. The interest rate can vary and an increase of 1/8% would increase interest expense and decrease income before taxes by $0.2 million annually.
|
(i)
|
Reflects the additional equity in earnings of Holdings for the period January 1, 2014 to May 14, 2014, the period prior to its acquisition by the Partnership.
|
(j)
|
Reflects the reduction in interest expense based on the difference between the borrowing rates for the Partnership and Cardinal.
|
(k)
|
Reflects the increase in depreciation and amortization expense due to (i) a decrease in depreciation resulting from the pro forma reduction in property, plant and equipment, depreciated on a straight-line basis over periods of 5 to 50 years and (ii) an increase in the amortization of above-market gas storage customer contracts with definitive lives amortized based upon the terms of the individual contracts. The weighted average life of these contracts, based upon contracted volumes, is 5.2 years.
|
|
MMLP Historical
|
|
Holdings (l)
|
|
Cardinal
|
|
Pro Forma Adjustments
|
|
Pro Forma Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
10,827
|
|
|
$
|
2,235
|
|
|
$
|
(605
|
)
|
|
$
|
(18,715
|
)
|
|
$
|
(6,258
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
22,892
|
|
|
—
|
|
|
6,121
|
|
|
2,986
|
|
|
31,999
|
|
|||||
Income tax expense
|
654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
654
|
|
|||||
Depreciation and amortization
|
28,586
|
|
|
—
|
|
|
9,093
|
|
|
15,972
|
|
|
53,651
|
|
|||||
EBITDA
|
62,959
|
|
|
2,235
|
|
|
14,609
|
|
|
243
|
|
|
80,046
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in (earnings) loss of unconsolidated entities
|
(1,642
|
)
|
|
(2,235
|
)
|
|
—
|
|
|
(243
|
)
|
|
(4,120
|
)
|
|||||
Gain on sale of property, plant and equipment
|
(54
|
)
|
|
—
|
|
|
2,615
|
|
|
—
|
|
|
2,561
|
|
|||||
Debt prepayment premium
|
7,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,767
|
|
|||||
Distributions from unconsolidated entities
|
1,341
|
|
|
4,200
|
|
|
—
|
|
|
—
|
|
|
5,541
|
|
|||||
Unit-based compensation
|
387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
387
|
|
|||||
Adjusted EBITDA
|
70,758
|
|
|
4,200
|
|
|
17,224
|
|
|
—
|
|
|
92,182
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(22,892
|
)
|
|
—
|
|
|
(6,121
|
)
|
|
(2,986
|
)
|
|
(31,999
|
)
|
|||||
Income tax expense
|
(654
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(654
|
)
|
|||||
Amortization of debt discount
|
1,305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,305
|
|
|||||
Amortization of debt premium
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|||||
Amortization of deferred debt issuance costs
|
4,588
|
|
|
—
|
|
|
951
|
|
|
—
|
|
|
5,539
|
|
|||||
Non-cash mark-to-market on derivatives
|
547
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
596
|
|
|||||
Payments of installment notes payable and capital lease obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments for plant turnaround costs
|
(3,910
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,910
|
)
|
|||||
Maintenance capital expenditures
|
(8,954
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,954
|
)
|
|||||
Distributable Cash Flow
|
$
|
40,706
|
|
|
$
|
4,200
|
|
|
$
|
12,103
|
|
|
$
|
(2,986
|
)
|
|
$
|
54,023
|
|
|
MMLP Historical
|
|
Holdings
|
|
Cardinal
|
|
Pro Forma Adjustments
|
|
Pro Forma Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(13,354
|
)
|
|
$
|
4,789
|
|
|
$
|
(128,283
|
)
|
|
$
|
18,093
|
|
|
$
|
(118,755
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Interest expense
|
42,495
|
|
|
2
|
|
|
9,798
|
|
|
6,861
|
|
|
59,156
|
|
|||||
Income tax expense
|
753
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
753
|
|
|||||
Depreciation and amortization
|
52,240
|
|
|
—
|
|
|
18,752
|
|
|
29,192
|
|
|
100,184
|
|
|||||
EBITDA
|
82,134
|
|
|
4,791
|
|
|
(99,733
|
)
|
|
54,146
|
|
|
41,338
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Impairment
|
—
|
|
|
—
|
|
|
129,384
|
|
|
—
|
|
|
129,384
|
|
|||||
Equity in (earnings) loss of unconsolidated entities
|
53,048
|
|
|
(4,988
|
)
|
|
—
|
|
|
(54,226
|
)
|
|
(6,166
|
)
|
|||||
(Gain) loss on sale of property, plant and equipment
|
(217
|
)
|
|
—
|
|
|
921
|
|
|
—
|
|
|
704
|
|
|||||
Gain on sale of equity method investment
|
(750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(750
|
)
|
|||||
Gain on involuntary conversion of property, plant and equipment
|
(909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(909
|
)
|
|||||
Debt prepayment premium
|
272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|||||
Distributions from unconsolidated entities
|
3,476
|
|
|
7,400
|
|
|
—
|
|
|
—
|
|
|
10,876
|
|
|||||
Unit-based compensation
|
911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
911
|
|
|||||
Adjusted EBITDA
|
137,965
|
|
|
7,203
|
|
|
30,572
|
|
|
(80
|
)
|
|
175,660
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(42,495
|
)
|
|
(2
|
)
|
|
(9,798
|
)
|
|
(6,861
|
)
|
|
(59,156
|
)
|
|||||
Income tax expense
|
(753
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(753
|
)
|
|||||
Amortization of debt discount
|
306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|||||
Amortization of deferred debt issuance costs
|
3,700
|
|
|
—
|
|
|
1,901
|
|
|
—
|
|
|
5,601
|
|
|||||
Non-cash mark-to-market on derivatives
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
(110
|
)
|
|||||
Payments of installment notes payable and capital lease obligations
|
(307
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|||||
Maintenance capital expenditures
|
(11,445
|
)
|
|
—
|
|
|
(1,088
|
)
|
|
—
|
|
|
(12,533
|
)
|
|||||
Distributable Cash Flow
|
$
|
86,971
|
|
|
$
|
7,201
|
|
|
$
|
21,477
|
|
|
$
|
(6,941
|
)
|
|
$
|
108,708
|
|