Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-33147 | ||
Entity Registrant Name | Evolve Transition Infrastructure LP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 11-3742489 | ||
Entity Address, Address Line One | 1360 Post Oak Blvd, Suite 2400 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77056 | ||
City Area Code | 713 | ||
Local Phone Number | 783-8000 | ||
Title of 12(b) Security | Common Units | ||
Trading Symbol | SNMP | ||
Security Exchange Name | NYSEAMER | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 148,951,002 | ||
Entity Public Float | $ 3,733,555 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001362705 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Voluntary Filers | No | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Houston, Texas |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||
Gathering and transportation sales | $ 0 | $ 785 |
Gathering and transportation lease revenues | 51,482 | 44,671 |
Total revenues | 51,482 | 45,456 |
Operating expenses | ||
Transportation operating expenses | 8,501 | 10,198 |
General and administrative expenses | 10,103 | 18,296 |
Unit-based compensation expense | 955 | 2,602 |
Depreciation and amortization | 20,559 | 20,655 |
Asset impairments | 867 | |
Accretion expense | 387 | 355 |
Total operating expenses | 40,505 | 52,973 |
Other (income) expense | ||
Interest expense, net | 112,969 | 95,871 |
Loss (earnings) from equity investments | 54,073 | (4,479) |
Other (income) expense | (643) | (71) |
Total other expenses | 166,399 | 91,321 |
Total expenses | 206,904 | 144,294 |
Loss before income taxes | (155,422) | (98,838) |
Income tax expense (benefit) | (5) | 159 |
Loss from continuing operations | (155,417) | (98,997) |
Income (loss) from discontinued operations | 878 | (19,764) |
Net loss | $ (154,539) | $ (118,761) |
Loss from operations per unit | ||
Loss from continuing operations per unit Common units - Basic | $ (2.05) | $ (4.96) |
Loss from continuing operations per unit Common units - Diluted | (2.05) | (4.96) |
Loss from discontinued operations per unit Common units - Basic | 0.01 | (0.99) |
Loss from discontinued operations per unit Common units - Diluted | 0.01 | (0.99) |
Net loss per unit | ||
Common units - Basic (in dollars per share) | (2.04) | (5.94) |
Common units - Diluted (in dollars per share) | $ (2.04) | $ (5.94) |
Weighted Average Units Outstanding | ||
Common units - Basic | 75,693,259 | 19,978,633 |
Common units - Diluted | 75,693,259 | 19,978,633 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,675 | $ 1,718 |
Accounts receivable | 19,466 | 5,259 |
Prepaid expenses | 629 | 404 |
Fair value of warrants | 664 | |
Current assets from discontinued operations | 1,602 | |
Total current assets | 22,434 | 8,983 |
Oil and natural gas properties and related equipment | ||
Gathering and transportation assets, net | 98,235 | 105,323 |
Other assets | ||
Intangible assets, net | 118,329 | 131,786 |
Equity investments | 20,198 | 89,635 |
Right of use assets, net | 1,428 | |
Other non-current assets | 75 | 25 |
Long-term assets from discontinued operations | 17,969 | |
Total assets | 260,699 | 353,721 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,225 | 4,079 |
Accounts payable and accrued liabilities - related entities | 12,869 | 25,737 |
Royalties payable | 359 | 359 |
Short-term debt, net of debt issuance costs | 8,841 | 110,233 |
Class C Preferred Units | 397,387 | 345,205 |
Short term lease liabilities | 391 | |
Current liabilities from discontinued operations | 79 | 341 |
Total current liabilities | 423,151 | 485,954 |
Other liabilities | ||
Long term accrued liabilities - related entities | 10,215 | 12,137 |
Asset retirement obligation | 4,700 | 4,313 |
Long-term debt, net of discount and debt issuance costs | 39,488 | |
Long-term lease liabilities | 782 | |
Other liabilities | 7,483 | 1,709 |
Long-term liabilities from discontinued operations | 3,152 | |
Total other liabilities | 62,668 | 21,311 |
Total liabilities | 485,819 | 507,265 |
Commitments and contingencies (See Note 13) | ||
Partners' deficit | ||
Common units, 124,448,646 and 19,953,880 units issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | (225,120) | (153,544) |
Total partners' deficit | (225,120) | (153,544) |
Total liabilities and partners' capital | $ 260,699 | $ 353,721 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Units, issued | 124,448,646 | 19,953,880 |
Units, outstanding | 124,448,646 | 19,953,880 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (154,539) | $ (118,761) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation, depletion and amortization | 7,541 | 9,413 |
Amortization of debt issuance costs | 921 | 767 |
Accretion of Class C discount | 52,182 | 38,938 |
Class C distribution accrual | 50,317 | |
Asset impairments | 24,222 | |
Accretion expense | 460 | 567 |
Distributions from equity investments | 15,596 | 15,266 |
Equity earnings in affiliate | 54,073 | (4,479) |
Bad debt expense | (1,926) | |
Gain on sale of assets | (537) | |
Mark-to-market on Stonepeak Warrant | 5,779 | 787 |
Net gain on commodity derivative contracts | (3,901) | |
Net cash settlements received on commodity derivative contracts | 101 | 3,054 |
Gain on Nuvve Holding Warrants | (664) | |
Unit-based compensation | 2,291 | 2,602 |
Amortization of intangible assets | 13,457 | 13,460 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (12,726) | (6,499) |
Accounts receivable - related entities | 6,719 | |
Prepaid expenses | (34) | 598 |
Other assets | 118 | (115) |
Accounts payable and accrued liabilities | 63,452 | (27,363) |
Accounts payable and accrued liabilities- related entities | (14,790) | 32,351 |
Other long-term liabilities | 289 | |
Net cash provided by operating activities | 31,044 | 37,943 |
Cash flows from investing activities: | ||
Proceeds from sales of oil and natural gas properties | 15,721 | |
Development of oil and natural gas properties | 5 | |
Construction of gathering and transportation assets | (133) | (1,832) |
Contributions to equity affiliates | (232) | (111) |
Net cash provided by (used in) investing activities | 15,356 | (1,938) |
Cash flows from financing activities: | ||
Repayment of debt | (67,300) | (52,000) |
Proceeds from issuance of debt | 5,500 | 13,000 |
Issuance of common units | 17,054 | |
Payments for offering costs | (672) | |
Units tendered by employees for tax withholdings | (41) | |
Debt issuance costs | (1,025) | (345) |
Net cash used in financing activities | (46,443) | (39,386) |
Net decrease in cash and cash equivalents | (43) | (3,381) |
Cash and cash equivalents, beginning of period | 1,718 | 5,099 |
Cash and cash equivalents, end of period | 1,675 | 1,718 |
Supplemental disclosures of cash flow information: | ||
Change in accrued capital expenditures | 255 | 796 |
Cash paid during the period for income tax | 139 | 242 |
Cash paid during the period for interest | $ 2,575 | $ 5,235 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Partners' Capital - USD ($) $ in Thousands | Common Units | Total |
Partner's Deficit at Dec. 31, 2019 | $ (35,800) | $ (35,800) |
Partner's Deficit (in shares) at Dec. 31, 2019 | 20,087,462 | |
Unit-based compensation programs | $ 1,058 | 1,058 |
Unit-based compensation programs (in shares) | (24,896) | |
Units tendered by SOG employees for tax withholdings | $ (41) | (41) |
Units tendered by SOG employees for tax withholdings (in shares) | (108,686) | |
Net loss | $ (118,761) | (118,761) |
Partner's Deficit at Dec. 31, 2020 | $ (153,544) | (153,544) |
Partner's Deficit (in shares) at Dec. 31, 2020 | 19,953,880 | |
Unit-based compensation programs | $ 2,291 | 2,291 |
Unit-based compensation programs (in shares) | 18,662,379 | |
Issuance of common units, net of offering costs of $0.7 million | $ 16,382 | 16,382 |
Issuance of common units, net of offering costs of $0.7 million (in shares) | 18,503,742 | |
Common units issued as Class C Preferred distributions | $ 64,290 | 64,290 |
Common units issued as Class C Preferred distributions (in shares) | 67,328,645 | |
Net loss | $ (154,539) | (154,539) |
Partner's Deficit at Dec. 31, 2021 | $ (225,120) | $ (225,120) |
Partner's Deficit (in shares) at Dec. 31, 2021 | 124,448,646 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Partners' Capital (Parenthetical) $ in Millions | Dec. 31, 2021USD ($) |
Consolidated Statements of Changes in Partners' Capital | |
Offering costs | $ 0.7 |
Organization And Business
Organization And Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization And Business | |
Organization And Business | 1. ORGANIZATION AND BUSINESS Organization We are a publicly-traded limited partnership formed in 2005 focused on the acquisition, development, and ownership of infrastructure critical to the transition of energy supply to lower carbon sources. We own natural gas gathering systems, pipelines, and processing facilities in South Texas and continue to pursue energy transition infrastructure opportunities. Our common units are currently listed on the NYSE American under the symbol “SNMP.” On February 26, 2021, in connection with our management team’s focus on expanding our business strategy to focus on the ongoing energy transition in the industries in which we operate, we changed our name from Sanchez Midstream Partners to Evolve Transition Infrastructure LP and our general partner changed its name to Evolve Transition Infrastructure GP LLC. |
Basis Of Presentation And Summa
Basis Of Presentation And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies | |
Basis of Presentation and Significant Accounting Policies | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Accounting policies used by us conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying financial statements include the accounts of us and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not effective, will not have a material impact on our consolidated financial statements upon adoption. In January 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-01 “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” which clarifies the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2020. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. Additionally, in November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which changed the effective date for certain issuers to annual and interim periods in fiscal years beginning after December 15, 2022, and earlier adoption is permitted. We are currently in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements. Use of Estimates The consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. The estimates that are particularly significant to our financial statements include our ability to continue as a going concern; depreciation, depletion and amortization; asset retirement obligations; certain revenues and operating expenses; fair values of derivatives; and fair values of assets and liabilities. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best judgment using the data available. Management evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from the estimates. Any changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Revenue Recognition We account for revenue from contracts with customers in accordance with ASC 606 and ASC 842 for our midstream segment. The Seco Pipeline Transportation Agreement is our only contract that we account for using ASC 606. Under the Seco Pipeline Transportation Agreement, we agreed to provide transportation services of certain quantities of natural gas from the receipt point to the delivery point. Each MMBtu of natural gas transported is distinct and the transportation services performed on each distinct molecule of product is substantially the same in nature. As such, we applied the series guidance and treat these services as a single performance obligation satisfied over time using volumes delivered as the measure of progress. Additionally, Seco Pipeline Transportation Agreement contains variable consideration in the form of volume variability. As the distinct goods or services (rather than the series) are considered for the purpose of allocating variable consideration, we have taken the optional exception under ASC 606. Under this exception, revenue is alternatively recognized in the period that control is transferred to the customer and the respective variable component of the total transaction price is resolved. In October 2015, we acquired (the “Catarina Transaction”) a gathering system from Mesquite (“Western Catarina Midstream”), which is located on the western portion of Mesquite’s acreage position in Dimmit, La Salle and Webb counties in Texas. In conjunction with the Catarina Transaction, we entered into a 15-year The Gathering Agreement was classified as an operating lease at inception and is accounted for under ASC 842, as Mesquite controls the physical use of the property under the lease. Revenues relating to the Gathering Agreement is recognized in the period service is provided. Under this arrangement, the Partnership receives a fee or fees for services provided. The revenue the Partnership recognizes from gathering and transportation services is generally directly related to the volume of oil and natural gas that flows through its systems. Accounts Receivable, Net Our accounts receivable are primarily from our contractual agreements with Mesquite and its subsidiaries. We review all outstanding accounts receivable balances and record a reserve for amounts that we expect will not be fully recovered. Actual balances are not applied against the reserves until substantially all collection efforts have been exhausted. Our allowance for doubtful accounts was $0.4 million as of December 31, 2021 and 2020. Concentration of Credit Risk and Accounts Receivable Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. We place our cash with high credit quality financial institutions. We routinely assess the financial strength of our customers. Bad debt expense is recognized on an account-by-account review and when recovery is not probable. We have no off-balance-sheet credit exposure related to our operations or customers. Mesquite accounted for 93% and 80% of total revenue for the years ended December 31, 2021 and 2020, respectively. We are highly dependent upon Mesquite as our most significant customer, and we expect to derive a substantial portion of our revenue from Mesquite in the foreseeable future. Accordingly, we are indirectly subject to the business risks of Mesquite. Income Taxes The Partnership and each of its wholly-owned subsidiary LLCs are treated as a partnership for federal and state income tax purposes. All of our taxable income or loss, which may differ considerably from net income or loss reported for financial reporting purposes, is passed through to the federal income tax returns of our members. As such, no federal income tax for these entities has been provided for in the accompanying financial statements. Earnings per Unit Net income (loss) per common unit for the period is based on any distributions that are made to the unitholders (common units) plus an allocation of undistributed net income (loss) based on provisions of our partnership agreement, divided by the weighted average number of common units outstanding. The two-class method dictates that net income (loss) for a period be reduced by the amount of distributions and that any residual amount representing undistributed net income (loss) be allocated to common unitholders and other participating unitholders to the extent that each unit may share in net income (loss) as if all of the income for the period had been distributed in accordance with our partnership agreement. Unit-based awards granted but unvested are eligible to receive distributions. The underlying unvested restricted unit awards are considered participating securities for purposes of determining net income (loss) per unit. Undistributed income is allocated to participating securities based on the proportional relationship of the weighted average number of common units and unit-based awards outstanding. Undistributed losses (including those resulting from distributions in excess of net income) are allocated to common units based on provisions of our partnership agreement. Undistributed losses are not allocated to unvested restricted unit awards as they do not participate in net losses. Distributions declared and paid in the period are treated as distributed earnings in the computation of earnings per common unit even though cash distributions are not necessarily derived from current or prior period earnings. Asset Retirement Obligations Asset retirement obligations represent the present value of the estimated cash flows expected to be incurred to plug, abandon and remediate producing properties, excluding salvage values, at the end of their productive lives in accordance with applicable laws. The significant unobservable inputs to this fair value measurement include estimates of plugging, abandonment and remediation costs, asset life, inflation and the credit-adjusted risk-free rate. The inputs are calculated based on historical data as well as current estimates. When the liability is initially recorded, the carrying amount of the related long-lived asset is increased. Over time, accretion of the liability is recognized each period, and the capitalized cost is amortized over the useful life of the related asset and is included in accretion expense in the our consolidated statements of operations. To estimate the fair value of an asset retirement obligation, the Partnership employs a present value technique, which reflects certain assumptions, including its credit-adjusted risk-free interest rate, inflation rate, the estimated settlement date of the liability and the estimated current cost to settle the liability. Changes in timing or to the original estimate of cash flows will result in changes to the carrying amount of the liability. Gathering and Transportation Assets Gathering and transportation assets, are stated at historical acquisition cost, net of any impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from three Estimated asset retirement costs are recognized when the asset is acquired or placed in service, and are amortized over the useful life of the asset. Asset retirement costs are estimated by our engineers using existing regulatory requirements and anticipated future inflation rates. We perform a periodic assessment of gathering and transportation assets to identify facts and circumstances, or triggering events, that indicate the carrying value may not be recoverable. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. These cash flow estimates require us to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, we recognize an impairment equal to the excess of net book value over fair value. The determination of the fair value using present value techniques requires us to make projections and assumptions regarding the probability of a range of outcomes and the rates of interest used in the present value calculations. Any changes we make to these projections and assumptions could result in significant revisions to our evaluation of recoverability of our gathering and transportation assets and the recognition of additional impairments. Refer to Note 8 “Gathering and Transportation Related Assets” to our consolidated financial statements for additional information. Leases Our leasing activity primarily consists of field equipment. We determine if an arrangement is an operating or finance lease at inception. Right of use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and direct the use of the asset. Lease liabilities represent our obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The interest rate used to calculate the present value of lease payments is the rate implicit in the lease when determinable or our incremental borrowing rate. Our incremental borrowing rate is primarily based on our collateralized borrowing rate when such borrowings exist or an estimated collateralized borrowing rate based on independent third party quotes when such borrowings do not exist. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method and amortization of the right of use asset is recognized based on the straight-line method. Unit-Based Compensation The Partnership records unit-based compensation expense for awards granted in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation.” Unit-based compensation expense for these awards is based on the grant-date fair value and recognized over the vesting period using the straight-line method. Investments We follow the equity method of accounting when we do not exercise control over the investee, but we can exercise significant influence over the operating and financial policies of the investee. Under this method, our equity investments are carried originally at our acquisition cost, increased by our proportionate share of the investee’s net income and by contributions made, and decreased by our proportionate share of the investee’s net losses and by distributions received. We evaluate our equity investments for impairment when evidence indicates the carrying amount of our investment is no longer recoverable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Partnership determines the fair value of the equity method investment using an income approach. Certain inputs included in the income approach, including sales projections, discount rate and exit multiple are unobservable and require management judgement. When the estimated fair value of an equity investment is less than its carrying value and the loss in value is determined to be other than temporary, we recognize the excess of the carrying value over the estimated fair value as an impairment loss within earnings from equity investments in our consolidated statements of operations. Earnout Derivative As part of the Carnero Gathering Transaction (as defined in Note 12. “Investments”), we are required to pay Mesquite an earnout based on natural gas received above a threshold volume and tariff at designated delivery points from Mesquite and other producers. The earnout derivative is accounted for under ASC 815, and we measure its fair value through the use of a Monte Carlo simulation model which utilized observable inputs such as the earnout price and volume commitment, as well as unobservable inputs related to the weighted probabilities of various throughput scenarios. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations | |
Discontinued Operations | 3. DISCONTINUED OPERATIONS Palmetto Divestiture On April 30, 2021, but effective March 1, 2021 (the “Palmetto Effective Time”), SEP Holdings IV, LLC (“SEP IV”), a wholly-owned subsidiary of the Partnership entered into a purchase agreement (the “Palmetto PSA”) with Westhoff Palmetto LP (“Palmetto Buyer”), pursuant to which SEP IV sold to Palmetto Buyer specified wellbores and other associated assets located in Gonzales and Dewitt Counties, Texas (the “Palmetto Assets”) for a base purchase price of approximately $11.5 million, including the impact of final post-closing adjustments (the “Palmetto Divestiture”). Pursuant to the Palmetto PSA, other than a limited amount of retained obligations, Palmetto Buyer has agreed to assume all obligations relating to the Palmetto Assets that arose on or after the Palmetto Effective Time. The Palmetto PSA contains customary representations and warranties by SEP IV and Palmetto Buyer, and SEP IV and Palmetto Buyer have agreed to customary indemnities relating to breaches of representations, warranties and covenants and the payment of assumed and excluded obligations. The Palmetto Divestiture closed simultaneously with the execution of the Palmetto PSA and we recorded a gain of approximately $0.3 million on the sale. Maverick Divestitures On April 30, 2021, but effective March 1, 2021 (the “Maverick Effective Time”), SEP IV entered into a purchase agreement (the “Maverick PSA”) with Bayshore Energy TX LLC (“Maverick Buyer”), pursuant to which SEP IV sold to Maverick Buyer specified wellbores and other associated assets located in Zavala County, Texas (the “Maverick 1 Assets”) for a base purchase price of approximately $2.8 million, prior to post-closing adjustments (the “Maverick 1 Divestiture”). Pursuant to the Maverick PSA, other than a limited amount of retained obligations, Maverick Buyer has agreed to assume all obligations relating to the Maverick 1 Assets that arose on or after the Maverick Effective Time. The Maverick PSA contains customary representations and warranties by SEP IV and Maverick Buyer, and SEP IV and Maverick Buyer agreed to customary indemnities relating to breaches of representations, warranties and covenants and the payment of assumed and excluded obligations. The Maverick 1 Divestiture closed simultaneously with the execution of the Maverick PSA. Also on April 30, 2021, SEP IV entered into a letter agreement with Maverick Buyer (the “Maverick Letter Agreement”) pursuant to which SEP IV agreed to sell additional other specified wellbores and other associated assets located in Zavala and Dimmit Counties, Texas (the “Maverick 2 Assets”) for a base purchase price of approximately $1.4 million, which remains subject to final post-closing adjustments expected in the fourth quarter of 2021 (the “Maverick 2 Divestiture”). The closing of the Maverick 2 Divestiture was conditioned upon SEP IV obtaining certain consents and complying with other preferential rights related to the Maverick 2 Assets. Following the entrance into the Maverick Letter Agreement, SEP IV complied with the preferential rights and obtained multiple consents related to the Maverick 2 Assets. SEP IV did not obtain one of the required consents and, as a result, the Maverick 2 Assets subject to such consent were removed from the Maverick 2 Assets included in the Maverick 2 Divestiture (the “Updated Maverick 2 Assets”) and the base purchase price was adjusted downward by approximately $31,000. On May 14, 2021, but effective as of the Maverick Effective Time, SEP IV and Maverick Buyer entered into a purchase agreement (the “Maverick 2 PSA”) pursuant to which SEP IV sold to Maverick Buyer the Updated Maverick 2 Assets. Pursuant to the Maverick 2 PSA, other than a limited amount of retained obligations, Maverick Buyer agreed to assume all obligations and liabilities related to the Updated Maverick 2 Assets that arose on or after the Maverick Effective Time. The Maverick 2 PSA contains customary representations and warranties by SEP IV and Maverick Buyer, and SEP IV and Maverick Buyer agreed to customary indemnities relating to breaches of representations, warranties and covenants and the payment of assumed and excluded obligations. The Maverick 2 Divestiture closed simultaneously with the execution of the Maverick 2 PSA. On August 13, 2021, but effect as of the Maverick Effective Time, SEP IV and Maverick Buyer entered into a Purchase Agreement (the “Maverick 3 PSA”) pursuant to which SEP IV sold to Maverick Buyer specified wellbores and other associated assets located in Zavala County, Texas, including the remaining Maverick 2 Assets excluded from the original closing of the Maverick 2 Divestiture (the “Maverick 3 Assets”) for a base purchase price of approximately $31,000, prior to post-closing adjustments (the “Maverick 3 Divestiture” and together with the Maverick 1 Divestiture and the Maverick 2 Divestiture, the “Maverick Divestitures”). Pursuant to the Maverick 3 PSA, other than a limited amount of retained obligations, Maverick Buyer agreed to assume all obligations and liabilities related to the Maverick 3 Assets that arose on or after the Maverick Effective Time. The Maverick 3 PSA contains customary representations and warranties by SEP IV and Maverick Buyer, and SEP IV and Maverick Buyer agreed to customary indemnities relating to breaches of representations, warranties and covenants and the payment of assumed and excluded obligations. The Maverick 3 Divestiture closed simultaneously with the execution of the Maverick 3 PSA. We recorded a net loss of approximately $0.3 million related to the Maverick Divestitures. Information related to the upstream oil and natural gas assets sold have been reflected in the consolidated financial statements as discontinued operations. The following table presents the results of operations and the gain on disposal which has been included in discontinued operations (in thousands): Years Ended December 31, 2021 2020 Revenues Natural gas sales $ 255 $ 427 Oil sales 3,241 10,856 Natural gas liquid sales 182 254 Total revenues 3,678 11,537 Expenses Operating expenses Lease operating expenses 1,797 5,340 Production taxes 160 311 Gain on sale of assets (67) — Depreciation, depletion and amortization 439 2,218 Asset impairments — 23,355 Accretion expense 73 212 Total operating expenses 2,402 31,436 Income (loss) before income taxes 1,276 (19,899) Income tax expense (benefit) 398 (135) Income (loss) from discontinued operations $ 878 $ (19,764) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | 4. REVENUE RECOGNITION Revenue from Contracts with Customers The majority of our revenues are accounted for under ASC 842, “Leases,” however, to a limited extent, some revenues are accounted for under ASC 606, “Revenue from Contracts with Customers.” The unit of account in ASC 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period of time. ASC 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. Disaggregation of Revenue We recognized revenue of approximately $51.5 million and $44.7 million for the years ended December 31, 2021 and 2020, respectively related to lease revenue under ASC 842. As of December 31, 2021 and 2020, our accounts receivable from lease revenue were approximately $19.1 million and $3.3 million, respectively. Mesquite accounted for 93% and 80% of total revenue for the years ended December 31, 2021 and 2020, respectively. We are highly dependent upon Mesquite as our most significant customer. During the year ended December 31, 2021, we did not record any revenue under ASC 606. We recognized approximately $0.8 million of revenue under ASC 606 for the year ended December 31, 2020. We disaggregate revenue based on revenue and product type. In selecting the disaggregation categories, we considered a number of factors, including disclosures presented outside the financial statements, such as in our earnings release and investor presentations, information reviewed internally for evaluating performance, and other factors used by the Partnership or the users of its financial statements to evaluate performance or allocate resources. We have concluded that disaggregating revenue by revenue and product type appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Firm Transportation Service Agreement, dated September 1, 2017, by and between Seco Pipeline, LLC and SN Catarina, LLC (the “Seco Pipeline Transportation Agreement”) is the only contract that we historically accounted for under ASC 606. The Seco Pipeline Transportation Agreement was terminated by Mesquite effective February 12, 2020. The Gathering Agreement is classified as an operating lease and is accounted for under ASC 842, “Leases” and is reported as gathering and transportation lease revenues in our condensed consolidated statements of operations. We account for income from our unconsolidated equity method investments as earnings from equity investments in our condensed consolidated statements of operations. Earnings from these equity method investments are further discussed in Note 12 “Investments.” Performance Obligations Pursuant to the Seco Pipeline Transportation Agreement, we agreed to provide transportation services of certain quantities of natural gas from the receipt point to the delivery point. Each MMBtu of natural gas transported is distinct and the transportation services performed on each distinct molecule of product is substantially the same in nature. We applied the series guidance and treat these services as a single performance obligation satisfied over time using volumes delivered as the measure of progress. The Seco Pipeline Transportation Agreement requires payment within 30 days following the calendar month of delivery. The Seco Pipeline Transportation Agreement contains variable consideration in the form of volume variability. As the distinct goods or services (rather than the series) are considered for the purpose of allocating variable consideration, we have taken the optional exception under ASC 606 which is available only for wholly unsatisfied performance obligations for which the criteria in ASC 606 have been met. Under this exception, neither estimation of variable consideration nor disclosure of the transaction price allocated to the remaining performance obligations is required. Revenue is alternatively recognized in the period that control is transferred to the customer and the respective variable component of the total transaction price is resolved. For forms of variable consideration that are not associated with a specific volume (such as late payment fees) and thus do not meet allocation exception, estimation is required. These fees, however, are immaterial to our consolidated financial statements and have a low probability of occurrence. As significant reversals of revenue due to this variability are not probable, no estimation is required. Contract Balances At December 31, 2021, and 2020 our accounts receivable from contracts with customers were approximately $19.1 million and approximately $3.3 million, respectively, under ASC 842. The gathering and transportation lease revenues utilized to determine net loss for the year ended December 31, 2021 do not net out the approximately $16.2 million of such revenues that have not been collected from Mesquite. As previously disclosed, on June 24, 2021, we increased the tariff rate for interruptible throughput volumes from Eastern Catarina. Despite the increase, Mesquite continues to short-pay invoices and is currently paying the fees being charged for throughput volumes from Western Catarina for all throughput volumes from Eastern Catarina. As previously disclosed, we are currently engaged in the Catarina Arbitration with Mesquite, which seeks to bring commercial resolution to the tariff rate on Eastern Catarina and all disputed amounts are being held in suspense during the pendency of the Catarina Arbitration. We continue to evaluate the collectability of the amounts being held in suspense. Additionally, we are also involved in the Mesquite Adversary. There can be no guarantee that we are able to reach any commercial resolution and our failure to do so could adversely affect our business, financial condition, cash flows and results of operations. Under our sales contracts, we invoice customers after our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities under ASC 606. At December 31, 2021, and 2020 our accounts receivable from contracts with customers were zero and approximately $1.9 million, respectively, and are presented within accounts receivable – related entities on the consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 5. FAIR VALUE MEASUREMENTS Measurements of fair value of derivative instruments are classified according to the fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value. Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories: Level 1 Level 2: Level 3 Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 (in thousands): Fair Value Measurements at December 31, 2021 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Fair value of warrants Nuvve Holding Warrants $ — $ 664 $ — $ 664 Other liabilities Stonepeak Warrant — (7,197) — (7,197) Total $ — $ (6,533) $ — $ (6,533) The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Other liabilities Stonepeak Warrant — (1,418) — (1,418) Total $ — $ (1,418) $ — $ (1,418) As of December 31, 2021 and 2020, the estimated fair value of cash and cash equivalents, accounts receivable, other current assets and current liabilities approximated their carrying value due to their short-term nature. Fair Value on a Non-Recurring Basis The Partnership follows the provisions of Topic 820-10, “Fair Value Measurement,” for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs under the fair value hierarchy. We periodically review oil and natural gas properties and related equipment for impairment when facts and circumstances indicate that their carrying values may not be recoverable. A reconciliation of the beginning and ending balances of the Partnership’s asset retirement obligations is presented in Note 10 “Asset Retirement Obligation.” The following table summarizes the non-recurring fair value measurements of our production assets as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Impairment (a) $ — $ — $ 12,884 Total net assets $ — $ — $ 12,884 (a) During the year ended December 31, 2020, we recorded non-cash impairment charges of $23.4 million to impair our producing oil and natural gas properties and $0.9 million to impair the Seco Pipeline. The carrying values of the impaired properties were reduced to a fair value of $12.9 million, estimated using inputs characteristic of a Level 3 fair value measurement. We had no non-recurring fair value measurements of our gathering and transportation assets as of December 31, 2021. The fair values of oil and natural gas properties and related equipment were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural gas properties and related equipment include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; (iv) estimated future cash flows; (v) estimated throughput; and (vi) a market-based weighted average cost of capital rate of 15%. These inputs require significant judgments and estimates by the Partnership’s management at the time of the valuation and are the most sensitive and subject to change. Seco Pipeline The fair value of the Seco Pipeline was measured using probabilistic valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of the Seco Pipeline include estimates of: (i) future operating and development costs; (ii) estimated future cash flows; and (iii) a market-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Partnership’s management at the time of the valuation and are the most sensitive and subject to change. Fair Value of Financial Instruments The estimated fair value amounts of financial instruments have been determined using available market information and valuation methodologies described below. We prioritize the use of the highest level inputs available in determining fair value such that fair value measurements are determined using the highest and best use as determined by market participants and the assumptions that they would use in determining fair value. Credit Agreement terms. The debt is classified as a Level 2 input in the fair value hierarchy and represents the amount at which the instrument could be valued in an exchange during a current transaction between willing parties. The Credit Agreement is discussed further in Note 7 “Debt.” Nuvve Holding Warrants Stonepeak Warrant Earnout Derivative |
Derivative And Financial Instru
Derivative And Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative And Financial Instruments | |
Derivative And Financial Instruments | 6. DERIVATIVE AND FINANCIAL INSTRUMENTS On May 17, 2021, the Partnership entered into a letter agreement (the “Levo Letter Agreement”) with Nuvve Holding Corp. (“Nuvve Holding”) and Stonepeak Rocket Holdings LP (“Stonepeak Rocket”), relating to the proposed formation of a joint venture, Levo Mobility LLC (“Levo” and such proposed joint venture, the “Levo JV”). In connection with the Levo Letter Agreement, on May 17, 2021, Nuvve Holding issued ten-year warrants to the Partnership as follows: (i) Series B Warrants to purchase 200,000 shares of Nuvve Holding’s common stock, at an exercise price of $10.00 per share, which are fully vested upon issuance, (ii) Series C warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $15.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million in aggregate capital expenditures; (iii) Series D warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $20.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $250 million in aggregate capital expenditures; (iv) Series E warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $30.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $375 million in aggregate capital expenditures; and (v) Series F warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $40.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures (collectively the “Nuvve Holding Warrants”).The Nuvve Holding Warrants are accounted for in accordance with Topic 815, “Derivatives and Hedging,” and are recorded on the condensed consolidated balance sheets at fair value. Changes in the Nuvve Holding Warrants fair value are recognized in earnings and included in other income on the condensed consolidated statements of operations. The following table sets forth a reconciliation of the changes in fair value of the Partnership’s Nuvve Holding Warrants for the periods indicated (in thousands): Year Ended December 31, 2021 Beginning fair value of warrants $ — Net gain (loss) on warrants 664 Ending fair value of warrants $ 664 To reduce the impact of fluctuations in oil and natural gas prices on our revenues, we historically entered into derivative contracts with respect to a portion of our projected oil and natural gas production through various transactions that fix or modify the future prices to be realized. We did not hedge any of our expected production volumes for 2021. Our historical hedging activities were intended to support oil and natural gas prices at targeted levels and to manage exposure to oil and natural gas price fluctuations. It was never our intention to enter into derivative contracts for speculative trading purposes. Under Topic 815, “Derivatives and Hedging”, all derivative instruments are recorded on the consolidated balance sheets at fair value as either short-term or long-term assets or liabilities based on their anticipated settlement date. We will net derivative assets and liabilities for counterparties where we have a legal right of offset. Changes in the derivatives’ fair values are recognized currently in earnings unless specific hedge accounting criteria are met. We have not elected to designate any of our current derivative contracts as hedges; instead, changes in the fair value of all of our derivative instruments are recognized in earnings and included in natural gas sales and oil sales in the consolidated statements of operations. We do not have derivative contracts related to production in 2021 and beyond. The following table sets forth a reconciliation of the changes in fair value of the Partnership’s commodity derivatives for the year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Beginning fair value of commodity derivatives $ (759) Net gains (losses) on crude oil derivatives 3,814 Net gains on natural gas derivatives 87 Net settlements received on derivative contracts: Oil (2,829) Natural gas (313) Ending fair value of commodity derivatives $ — The effect of derivative instruments on our condensed consolidated statements of operations for the year ended December 31, 2020 was as follows (in thousands). As disclosed above, we did not hedge any of our expected production volumes for 2021. Location of Gain (Loss) Year Ended Derivative Type in Income December 31, 2020 Commodity – Mark-to-Market Income (loss) from discontinued operations $ 3,814 Commodity – Mark-to-Market Income (loss) from discontinued operations 87 $ 3,901 Earnout Derivative Refer to Note 5 “Fair Value Measurements”. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 7. DEBT Credit Agreement We have entered into a credit facility with Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto, as amended through the date of the Twelfth Amendment to Third Amended and Restated Credit Agreement, dated as of August 20, 2021 (the “Credit Agreement”). The Credit Agreement provides a quarterly amortizing term loan of $65.0 million (the “Term Loan”) and a maximum revolving credit amount of $5.0 million (the “Revolving Loan”). The Credit Agreement matures on September 30, 2023. Borrowings under the Credit Agreement are secured by various mortgages of midstream properties that we own as well as various security and pledge agreements among us, certain of our subsidiaries and the administrative agent. Borrowings under the Credit Agreement are available for limited direct investment in midstream properties, acquisitions, and working capital and general business purposes. The Credit Agreement has a sub-limit of up to $2.5 million which may be used for the issuance of letters of credit. As of December 31, 2021, we had $49.2 million of debt outstanding, consisting of $49.2 million under the Term Loan and no balance outstanding under the Revolving Loan. We are required to make mandatory amortizing payments of outstanding principal on the Term Loan of (i) $3.0 million per fiscal quarter commencing with the quarter ending December 31, 2021, and (ii) $2.0 million per fiscal quarter commencing with the quarter ending March 31, 2023. As of December 31, 2021, we have met our mandatory amortizing payments of outstanding principal on the Term Loan through March 2022. The maximum revolving credit amount is $5.0 million leaving us with $5.0 million in unused borrowing capacity. There were no letters of credit outstanding under our Credit Agreement as of December 31, 2021. At our election, interest for borrowings under the Credit Agreement are determined by reference to (i) the LIBOR plus an applicable margin between 2.75% and 3.50% per annum based on net debt to EBITDA or (ii) a domestic bank rate (“ABR”) plus an applicable margin between 1.75% and 2.50% per annum based on net debt to EBITDA plus (iii) a commitment fee of 0.50% per annum based on the unutilized portion of the Revolving Loan. Interest on the borrowings for ABR loans and the commitment fee are generally payable quarterly. Interest on the borrowings for LIBOR loans are generally payable at the applicable maturity date. The Credit Agreement contains various covenants that limit, among other things, our ability to incur certain indebtedness, grant certain liens, merge or consolidate, sell all or substantially all of our assets, make certain loans, acquisitions, capital expenditures and investments, and pay distributions to unitholders. In addition, we are required to maintain the following financial covenants: ● current assets to current liabilities, excluding any current maturities of debt, of at least 1.0 to 1.0 at all times; and ● senior secured net debt to consolidated adjusted EBITDA for the last twelve months, as of the last day of any fiscal quarter, of not greater than 3.25 to 1.00. The Credit Agreement also includes customary events of default, including events of default relating to non-payment of principal, interest or fees, inaccuracy of representations and warranties when made or when deemed made, violation of covenants, cross-defaults, bankruptcy and insolvency events, certain unsatisfied judgments, loan documents not being valid and a change in control. A change in control is generally defined as the occurrence of one of the following events: (i) our existing general partner ceases to be our sole general partner or (ii) certain specified persons shall cease to own more than 50% of the equity interests of our general partner or shall cease to control our general partner. If an event of default occurs, the lenders will be able to accelerate the maturity of the Credit Agreement and exercise other rights and remedies. At December 31, 2021, we were in compliance with the financial covenants contained in the Credit Agreement. We monitor compliance on an ongoing basis. If we are unable to remain in compliance with the financial covenants contained in our Credit Agreement or maintain the required ratios discussed above, the lenders could call an event of default and accelerate the outstanding debt under the terms of the Credit Agreement, such that our outstanding debt could become then due and payable. We may request waivers of compliance from the violated financial covenants from the lenders, but there is no assurance that such waivers would be granted. We are required to make mandatory amortizing payments of the outstanding principal on the Term Loan, we expect these quarterly amortizing payments will be made from our operating cash flows and other capital resources. However, there can be no assurance that operations and other capital resources will provide cash in sufficient amounts to make these mandatory amortizing payments. Debt Issuance Costs As of December 31, 2021 and 2020, our unamortized debt issuance costs were approximately $0.6 million and $0.8 million, respectively. These costs are amortized to interest expense in our consolidated statements of operations over the life of our Credit Agreement. Amortization of debt issuance costs recorded during the years ended December 31, 2021 and 2020 were approximately $0.9 million and $0.8 million, respectively. |
Gathering And Transportation As
Gathering And Transportation Assets | 12 Months Ended |
Dec. 31, 2021 | |
Gathering And Transportation Asset | |
Gathering And Transportation Assets | 8. GATHERING AND TRANSPORTATION ASSETS Gathering and transportation assets consist of the following (in thousands): December 31, 2021 2020 Gathering and transportation assets Midstream assets $ 188,246 $ 187,977 Less: Accumulated depreciation and impairment (89,756) (82,654) Total gathering and transportation assets, net $ 98,490 $ 105,323 Depreciation and Amortization. three Depreciation, depletion and amortization consisted of the following (in thousands): Years Ended December 31, 2021 2020 Depreciation and amortization of gathering and transportation related assets $ 7,102 $ 7,195 Amortization of intangible assets 13,457 13,460 Total depreciation and amortization $ 20,559 $ 20,655 Impairment of Gathering and Transportation Assets. We perform a periodic review of gathering and transportation assets to identify facts and circumstances, or triggering events, that indicate the carrying value may not be recoverable. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. These cash flow estimates require us to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, we recognize an impairment equal to the excess of net book value over fair value. The determination of the fair value using present value techniques requires us to make projections and assumptions regarding the probability of a range of outcomes and the rates of interest used in the present value calculations. Any changes we make to these projections and assumptions could result in significant revisions to our evaluation of recoverability of our gathering and transportation assets and the recognition of additional impairments. Upon disposition or retirement of gathering and transportation assets, any gain or loss is recorded to operations. For the year ended December 31, 2021, we did not record an impairment of our gathering and transportation assets. For the year ended December 31, 2020, we recorded an impairment charge on the Seco Pipeline of $0.9 million. |
Provision For Income Taxes
Provision For Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Provision For Income Taxes | |
Provision For Income Taxes | 9. PROVISION FOR INCOME TAXES Publicly traded partnerships like ours are treated as corporations unless they have 90% or more in qualifying income (as that term is defined in the Internal Revenue Code). We satisfied this requirement in each of the years ended December 31, 2021 and 2020 and, as a result, are not subject to federal income tax. However, our partners are individually responsible for paying federal income taxes on their share of our taxable income. Net earnings for financial reporting purposes may differ significantly from taxable income reportable to our unitholders as a result of differences between the tax basis and financial reporting basis of certain assets and liabilities and other factors. We do not have access to information regarding each partner's individual tax basis in our limited partner interests. Provision for income taxes reflects franchise tax obligations in the state of Texas (the “Texas Margin Tax”). Deferred income tax assets and liabilities are recognized for temporary differences between the assets and liabilities of our tax paying entities for financial reporting and tax purposes. Our federal and state income tax provision (benefit) is summarized below: December 31, 2021 2020 Current: Federal $ 3 $ — State (2) 128 Total current 1 128 Deferred: Federal — — State (6) 31 Total deferred (6) 31 Total provision for income taxes $ (5) $ 159 A reconciliation of the provision for (benefit from) income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income (loss) before income taxes is as follows (in thousands): Years Ended December 31, 2021 2020 Pre-tax net book loss $ (155,422) $ (98,838) Federal Income Tax 3 — Texas Margin Tax (a) (6) 171 Return to accrual (2) (12) Provision for income taxes $ (5) $ 159 Effective income tax rate 0.00% (0.16)% (a) Although the Texas Margin Tax is not considered a state income tax, it has the characteristics of an income tax since it is determined by applying a tax rate to a base that considers our Texas-sourced revenues and expenses. The following table presents the significant components of deferred tax assets and deferred tax liabilities at the dates indicated (in thousands): December 31, 2021 2020 Deferred tax assets (liabilities): Derivative assets $ (22) $ (29) Depreciable, depletable property, plant and equipment (271) (269) Other 5 5 Deferred tax assets (liabilities): (288) (293) Valuation allowance — — Total deferred tax assets (liabilities) $ (288) $ (293) The Partnership assessed the available positive and negative evidence to determine that a valuation allowance was not required for a portion of its deferred tax assets because it is more likely than not that the deferred tax assets will be realized. As of December 31, 2021 and 2020, the Partnership had no material uncertain tax positions. The Partnership files income tax returns in the U.S. and various state jurisdictions. The Partnership is no longer subject to examination by federal income tax authorities prior to 2018. State statutes vary by jurisdiction. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation | |
Asset Retirement Obligation | 10. ASSET RETIREMENT OBLIGATION We recognize the fair value of a liability for an asset retirement obligation (“ARO”) in the period in which it is incurred if a reasonable estimate of fair value can be made. Each period, we accrete the ARO to its then present value. The associated asset retirement cost (“ARC”) is capitalized as part of the carrying amount of our oil and natural gas properties, equipment and facilities or gathering and transportation assets. Subsequently, the ARC is depreciated using the units-of-production method for production assets and the straight-line method for midstream assets. The AROs recorded by us relate to the plugging and abandonment of oil and natural gas wells and decommissioning of oil and natural gas gathering and other facilities. Inherent in the fair value calculation of AROs are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions result in adjustments to the recorded fair value of the existing ARO, a corresponding adjustment is made to the ARC capitalized as part of the oil and natural gas properties, equipment and facilities or gathering and transportation assets. The following table is a reconciliation of ARO for the years ended December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Asset retirement obligation, beginning balance $ 4,313 $ 3,958 Accretion expense 387 355 Asset retirement obligation, ending balance $ 4,700 $ 4,313 Additional AROs increase the liability associated with new oil and natural gas wells and other facilities as these obligations are incurred. Abandonments of oil and natural gas wells and other facilities reduce the liability for AROs. In 2021 and 2020, there were no significant expenditures for abandonments and there were no assets legally restricted for purposes of settling existing AROs. During the year ended December 31, 2021, obligations were relieved as part of the Palmetto Divestiture and the Maverick Divestitures. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | 11. INTANGIBLE ASSETS Intangible assets are comprised of customer and marketing contracts. The intangible assets balance as of December 31, 2021 is related to the Gathering Agreement with Mesquite that was entered into as part of the Western Catarina gathering system. The Western Catarina gathering system (“Western Catarina Midstream”) is located on the western portion of Mesquite’s acreage position in Dimmit, La Salle and Webb counties, Texas (the western portion of such acreage, “Western Catarina”). Pursuant to the 15-year Amortization expense for the years ended December 31, 2021 and 2020 was $13.5 million, respectively. These costs are amortized to depreciation, depletion, and amortization expense in our consolidated statement of operations. The following table is a reconciliation of changes in intangible assets (in thousands): Years Ended December 31, 2021 2020 Beginning balance $ 131,786 $ 145,246 Amortization (13,457) (13,460) Ending balance $ 118,329 $ 131,786 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
Investments | 12. INVESTMENTS In July 2016, we completed a transaction pursuant to which we acquired from Mesquite a 50% interest in Carnero Gathering, LLC (“Carnero Gathering”), a joint venture that was 50% owned and operated by Targa Resources Corp. (NYSE: TRGP) (“Targa”), for an initial payment of approximately $37.0 million and the assumption of remaining capital commitments to Carnero Gathering, estimated at approximately $7.4 million as of the acquisition date (the “Carnero Gathering Transaction”). The fair value of the intangible asset for the contractual customer relationship related to Carnero Gathering was valued at approximately $13.0 million. This amount is being amortized over a contract term of 15 years and decreases earnings from equity investments in our consolidated statements of operations. As part of the Carnero Gathering Transaction, we are required to pay Mesquite an earnout based on natural gas received above a threshold volume and tariff at designated delivery points from Mesquite and other producers. See Note 5 “Fair Value Measurements” for further discussion of the earnout derivative. In November 2016, we completed a transaction pursuant to which we acquired from Mesquite a 50% interest in Carnero Processing, LLC (“Carnero Processing”), a joint venture that was 50% owned and operated by Targa, for aggregate cash consideration of approximately $55.5 million and the assumption of remaining capital contribution commitments to Carnero Processing, estimated at approximately $24.5 million as of the date of acquisition. In May 2018, we executed a series of agreements with Targa and other parties pursuant to which, among other things: (1) the parties merged their respective 50% interests in Carnero Gathering and Carnero Processing (the “Carnero JV Transaction”) to form an expanded 50 / 50 joint venture in South Texas, within Carnero G&P, LLC (“the Carnero JV”), (2) Targa contributed 100% of the equity interest in the Silver Oak II Gas Processing Plant (“Silver Oak II”), located in Bee County Texas, to the Carnero JV, which expands the processing capacity of the Carnero JV from 260 MMcf/d to 460 MMcf/d, (3) Targa contributed certain capacity in the 45 miles of high pressure natural gas gathering pipelines owned by Carnero Gathering that connect Western Catarina Midstream to nearby pipelines and the Raptor Gas Processing Facility (the “Carnero Gathering Line”) to the Carnero JV resulting in the Carnero JV owning all of the capacity in the Carnero Gathering Line, which has a design limit (without compression) of 400 MMcf/d, (4) the Carnero JV received a new dedication from Mesquite and its working interest partners of over 315,000 acres located in the Western Eagle Ford on Mesquite’s Comanche Asset pursuant to a new long-term firm gas gathering and processing agreement. The agreement with Mesquite, which was approved by all of the unaffiliated Comanche working interest partners, establishes commercial terms for the gathering of gas on the Carnero Gathering Line and processing at the Raptor Gas Processing Facility and Silver Oak II. Prior to execution of the agreement, Comanche volumes were gathered and processed on an interruptible basis, with the processing capabilities of the Carnero JV limited by the capacity of the Raptor Gas Processing Facility. As a result of the Carnero JV Transaction we now record our share of earnings and losses from the Carnero JV using the Hypothetical Liquidation at Book Value (“HLBV”) method of accounting. The HLBV is a balance-sheet approach that calculates the amount we would have received if the Carnero JV were liquidated at book value at the end of each measurement period. The change in our allocated amount during the period is recognized in our consolidated statements of operations. In the event of liquidation of the Carnero JV, available proceeds are first distributed to any priority return and unpaid capital associated with Silver Oak II, and then to members in accordance with their capital accounts. As of December 31, 2021, the Partnership had paid approximately $124.4 million for its investment in the Carnero JV related to the initial payments and contributed capital. The Partnership has accounted for this investment using the equity method. Targa is the operator of the Carnero JV and has significant influence with respect to the normal day-to-day capital and operating decisions. We have included the investment balance in the equity investments caption on our consolidated balance sheets. For the year ended December 31, 2021, the Partnership recorded losses of approximately $52.9 million in equity investments from the Carnero JV, which was compounded by approximately $1.2 million related to the amortization of the contractual customer intangible asset. We have included these equity method earnings in the earnings from equity investments line within the consolidated statements of operations. Cash distributions of approximately $15.6 million were received during the year ended December 31, 2021. As of December 31, 2021, an impairment of approximately $173.2 million was recorded at the JV level with approximately $55.0 million allocated to our net loss based on the Partnership’s proportionate share of aggregate capital contributions. At December 31, 2021, the carrying value of our investment in the Carnero JV was $20.2 million. Summarized financial information of unconsolidated entities is as follows (in thousands): Years Ended December 31, 2021 2020 Sales $ 114,165 $ 80,228 Total expenses 277,545 63,121 Net income $ (163,380) $ 17,107 |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies | |
Commitments And Contingencies | 13. COMMITMENTS AND CONTINGENCIES As part of the Carnero Gathering Transaction, we are required to pay Mesquite an earnout based on natural gas received above a threshold volume and tariff at designated delivery points from Mesquite and other producers. This earnout has an approximate value of zero as of December 31, 2021 and 2020. For the years ended December 31, 2021 and 2020, natural gas received did not exceed the threshold. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Relationship with Stonepeak Since October 14, 2015, Stonepeak Catarina has owned all of our issued and outstanding preferred units. As of March 29, 2022, Stonepeak owned (i) 96,734,084 common units, representing approximately 65% of our outstanding common units, (ii) all of our issued and outstanding Class C Preferred Units, (iii) the Stonepeak Warrant, which entitles Stonepeak Catarina to receive junior securities of the Partnership (including common units) representing 10% of all junior securities deemed outstanding when exercised, (iv) the non-economic general partner interest in the Partnership and (v) all of our incentive distribution rights. Stonepeak also owns 100% of the issued and outstanding equity interests in SP Holdings, which is the sole member of our general partner. SP Holdings has the right to appoint all of the members of the Board of directors other than two directors which Stonepeak Catarina is entitled to designate pursuant to that certain Amended and Restated Board Representation and Standstill Agreement, dated as of August 2, 2019. Stonepeak controls us and our general partner and has the ability to appoint all of the members of the Board and is considered a related party of the Partnership. Currently, four of our directors, Jack Howell, Luke Taylor, Michael Bricker and John T. Steen III are representatives of Stonepeak, as either employees or operating partners of Stonepeak. Messrs. Howell, Taylor, Bricker and Steen do not receive separate compensation for their service on the Board, but they are entitled to indemnification related to their service as directors pursuant to the terms of our partnership agreement. “See Part III, Item 11. Executive Compensation—Compensation of Directors.” Relationship with Mesquite Prior to emergence from bankruptcy, Mesquite was considered a related party of the Partnership because (i) Antonio R. Sanchez, III, who served as the Chairman of the Board at such time, also served as the Chief Executive Officer of Mesquite, (ii) Patricio D. Sanchez, who served as a member of the Board and as our President and Chief Operating Officer at such time, also served as a senior vice president and Chief Operating Officer of Mesquite, and (iii) Mesquite and certain other members of the Sanchez family directly or indirectly owned approximately 24.3% of the issued and outstanding common units of the Partnership at such time. As of June 30, 2020, Mesquite is not considered a related party of the Partnership. Patricio D. Sanchez resigned from his position as a member of the Board and as our President and Chief Operating Officer in September 2020. Antonio R. Sanchez, III resigned from his position as a member of the Board and the Chairman of the Board in February 2021. Relationship with SP Holdings We are controlled by our general partner, Evolve Transition Infrastructure GP LLC. The sole member of our general partner is SP Holdings which has no officers. The sole member of SP Holdings is Stonepeak Catarina and the managing member of SP Holdings is Stonepeak Catarina Upper Holdings, LLC, an affiliate of Stonepeak Catarina. Shared Services Agreement We have entered into the Shared Services Agreement with SP Holdings. In connection with providing the services under the Shared Services Agreement, SP Holdings receives compensation consisting of: (i) a quarterly fee equal to 0.375% of the value of our properties other than our assets located in the Mid-Continent region, (ii) reimbursement for all allocated overhead costs as well as any direct third-party costs incurred and (iii) for each asset acquisition, asset disposition and financing, a fee not to exceed 2% of the value of such transaction. Prior to August 2, 2019 each of these fees, not including the reimbursement of costs, was paid in cash unless SP Holdings elected for such fee to be paid in our equity. However, on August 2, 2019, we and SP Holdings entered into a letter agreement providing that until such time as we redeem all of our issued and outstanding Class C Preferred Units, SP Holdings will elect to receive its fees, not including reimbursement of costs, in common units rather than cash. In addition, on November 8, 2019, we and SP Holdings entered into an additional letter agreement providing that during the period beginning with the fiscal quarter ended September 30, 2019 and continuing until the end of the fiscal quarter after the fiscal quarter in which we redeem all of our issued and outstanding Class C Preferred Units (the “Tolling Period”), SP Holdings would agree to delay receipt of its fees, not including reimbursement of costs. During the Tolling Period, we are required to keep an accurate ledger of the dollar amount of the fee applicable to each quarter within the Tolling Period and the daily closing price of our common units on the NYSE. Following the end of the Tolling Period we will provide a notice to SP Holdings including such ledgers and pay the accrued fees within thirty days of delivery of such notice. The Shared Services Agreement has a ten-year term and will be automatically renewed for an additional ten years unless we or SP Holdings provide notice of termination to the other with at least 180 days’ notice. During the year ended December 31, 2021, pursuant to the November 8, 2019 letter agreement, SP Holdings did not receive any fees, other than reimbursement of its costs. However, pursuant to the requirements under the November 8, 2019 letter agreement, we have determined that there was a net benefit during the year ended December 31, 2021, of approximately $1.9 million and fees earned during the year ended December 31, 2020, of approximately $7.2 million. The November 8, 2019 letter agreement resulted in the accumulating balance being subject to mark-to-market adjustments based on the market price for our common units. The volatility in our common unit market price during the periods caused the swing in fees earned. The Shared Services Agreement can be terminated (i) by either party at any time by 180 days’ prior written notice to the other party, (ii) by SP Holdings if there is an uncured material breach thereunder by the Partnership, or (iii) by the Partnership, subject to Board approval, if (1) there is an uncured material breach thereunder by SP Holdings or (2) there is a change in control of SP Holdings. Pursuant to the Standstill Agreement, the Partnership must obtain Stonepeak Catarina’s consent to its termination of the Shared Services Agreement. The Shared Services Agreement provides that if there is a termination other than by either party at the end of the Service Agreement’s term, by the Partnership for an uncured breach by SP Holdings, or by the Partnership upon a change of control of SP Holdings, then the Partnership will owe a termination payment to SP Holdings in an amount equal to $5,000,000 plus 5% of the transaction value of all asset acquisitions theretofore consummated. We estimate that this amount was in excess of $34.0 million as of December 31, 2021. Such termination fee may be payable in cash or common units. If the Partnership terminates upon 180 days’ prior notice then the Partnership must also pay to SP Holdings all costs and expenses of SP Holdings that result from such termination. To date, no notice of termination of the Shared Services Agreement has been delivered by SP Holdings, and the Partnership is continuing to discuss the Shared Services Agreement with SP Holdings. Relationship with HOBO As described below under “—Related Party Transactions—2021—HOBO Transaction,” we have committed to fund certain development expenses of HOBO as HOBO seeks to develop, construct, own and operate renewable fuels facilities. Messrs. Gibbs, Keuss and Hartigan, the current Chief Executive Officer, Chief Operating Officer and Chief Investment Officer of our general partner, respectively, also serve as the Chief Executive Officer, President, and Executive Vice President and Chief Financial Officer, respectively, of HOBO and own 45.25%, 45.25% and 9.5% of HOBO. Related Party Transactions 2020 Settlement Agreement On June 6, 2020 the Partnership, our general partner and certain of our subsidiaries entered into the Settlement Agreement with Mesquite and certain of its subsidiaries. On June 30, 2020, the Bankruptcy Court entered an order approving the Settlement Agreement and the parties to the Settlement Agreement entered into or amended certain commercial contracts, including but not limited to, (i) Amendment No. 2, (ii) the Seco Catarina Agreement, and (iii) the Seco Comanche Agreement. As described below under “—2021—Settlement Agreement,” the Settlement Agreement was terminated on June 24, 2021. JT3 Consulting Agreement On June 30, 2020, our general partner entered into that certain Consultancy Agreement (the “JT3 Consulting Agreement”) with JT3 Advisors LLC (“JT3 Advisors”). JT3 Advisors is an entity owned by John T Steen III, who has served as the Chairman of the Board since September 2020. Pursuant to the terms of the JT3 Consulting Agreement the Partnership pays JT3 Advisors a consulting fee of $20,000 per month for the provision of services to aid the Partnership in achieving its commercial goals, including analysis and assessment of potential commercial arrangements and recommendation of selected arrangements to our management. The JT3 Consulting Agreement was terminated in March 2021. Consulting fees earned under the JT3 Consulting Agreement were approximately $200,000. Certain Transactions with Stonepeak On November 16, 2020, the Partnership and Stonepeak Catarina entered the Stonepeak Letter Agreement wherein the parties agreed that the distribution on the Class C Preferred Units for the three months ended September 30, 2020 would be paid in common units instead of Class C Preferred PIK Units, cash or a combination thereof. The Stonepeak Letter Agreement also provides that Stonepeak Catarina will be able to elect to receive distributions on the Class C Preferred Units in common units for any quarter following the third quarter of 2020 by providing written notice to the Partnership no later than the last day of the calendar month following the end of such quarter. The Letter Agreement Transactions were referred to the Conflicts Committee of the Board. The Conflicts Committee approved the Letter Agreement Transactions, recommended that the Board approve and authorize the execution and performance of the Letter Agreement Transactions, and verified that their approvals constituted “Special Approval” of the Letter Agreement Transactions under and pursuant to our partnership agreement. Following the approval and recommendation from the Conflicts Committee, the Board approved the Letter Agreement Transactions. As of March 29, 2022, we distributed a total of 91,831,001 common units under the Stonepeak Letter Agreement with an approximate value of $77.2 million. As a result of the foregoing transactions, as of March 29, 2022, Stonepeak owned (i) 96,734,084 common units, representing approximately 65% of our outstanding common units, (ii) all of our issued and outstanding Class C Preferred Units, (iii) the Stonepeak Warrant, which entitles Stonepeak Catarina to receive junior securities of the Partnership (including common units) representing 10% of all junior securities deemed outstanding when exercised, (iv) the non-economic general partner interest in the Partnership and (v) all of our incentive distribution rights. Pursuant to Section 15.1 of our partnership agreement, if at any time Stonepeak holds more than 80% of our outstanding common units and completes the Stonepeak LCR Transfer, Stonepeak will be able to cause our general partner or a controlled affiliate of our general partner to exercise the limited call right. Stonepeak would effect any such exercise by first completing the Stonepeak LCR Transfer and then causing our general partner to exercise its limited call right at a price equal to the greater of (1) the average of the daily closing price of our common units over the 20 trading days preceding the date three days before notice of exercise of the limited call right is first mailed and (2) the highest per-unit price paid by our general partner or any of its controlled affiliates for common units during the 90-day period preceding the date such notice is first mailed. As a result, common unitholders may be required to sell their common units at an undesirable time or price and may not receive any return or a negative return on their investment. Common unitholders may also incur tax liability upon a sale of their units. Our general partner is not obligated to obtain a fairness opinion regarding the value of common units to be repurchased upon exercise of the limited call right. Furthermore, there is no restriction in our partnership agreement that prevents our general partner from causing us to issue additional common units, including common units issued pursuant to the Stonepeak Letter Agreement or as a result of the termination or renegotiation of the Shared Services Agreement, and then exercising its limited call right. If our general partner exercises its limited call right, the effect would be to take the Partnership private and, if the common units are subsequently deregistered, the Partnership will no longer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. As of March 29, 2022, the General Partner and its controlled affiliates do not own any Common Units. 2021 Settlement Agreement On June 24, 2021, the Partnership, our general partner, Catarina Midstream and Seco Pipeline LLC received the Settlement Agreement Termination Notice from Mesquite. The Settlement Agreement Termination Notice was delivered pursuant to Section 5.1.2 and/or 5.1.3 of the Settlement Agreement and the termination was effective as of the date of the notice. HOBO Transaction On November 3, 2021, we entered into a Framework Agreement (the “Framework Agreement”) with HOBO. At the time of entry into the Framework Agreement there were no other material relationships between us or any of our affiliates and HOBO. The Framework Agreement provides that, subject to the satisfaction of applicable conditions precedent, we will fund certain development expenses of HOBO as HOBO seeks to develop, construct, own and operate renewable fuels facilities (each a “Project”). HOBO’s initial Project is a 9,000 barrel per day (120 million gallons per year) renewable diesel production facility (the “Initial Project”). Upon satisfaction of the Offtake Condition (as defined in the Framework Agreement), HOBO will send written notice thereof to us. If we are reasonably satisfied with our review of the supporting materials relating to the Offtake Condition then we will pay to HOBO the lesser of 50% of the Qualified Development Costs incurred as of such date and $3.0 million (the “Initial Development Payment”). Upon receipt of all Material Permits (as defined in the Framework Agreement) for the Initial Project and conclusion of the FEL2 Level Pre-Feasibility Study Report verifying the Initial Project can be completed in accordance with the Qualified Project Model, HOBO will send written notice thereof to us and if we are reasonably satisfied with our review of the supporting materials, we will pay to HOBO (i) the lesser of 50% of the aggregate Qualified Development Costs incurred as of such date and $7.5 million minus (ii) the amount of any Qualified Development Costs previously paid by us (the “Interim Development Payment”). Upon achievement of all Conditions Precedent (as defined in the Framework Agreement) for the Initial Project (other than Evolve Approval (as defined in the Framework Agreement)), HOBO will send written notice thereof to us. If we are reasonably satisfied with our review of the Conditions Precedent, then subject to the closing and initial funding of Project Financing (as defined in the Framework Agreement), which is required to cover a specified percentage of the anticipated procurement, construction, completion and commercialization costs of the Initial Project, we will pay to HOBO (i) the lesser of $15.0 million and the aggregate Qualified Development Costs incurred as of such date, minus (ii) the aggregate amount of the Initial Development Payment, the Interim Development Payment and any other Qualified Development Costs previously paid by us (the “Final Development Payment”). For the Initial Project, HOBO shall also be entitled to payment of an Incentive Development Fee (as defined in the Framework Agreement), equal to 5% of the aggregate capital expenditures in the final capital expenditure budget included in the Final Qualified Project Model (as defined in the Framework Agreement) with a maximum payment of $22.7 million (subject to adjustment for any change in the scope of the Initial Project), at least 50% of which shall be payable in Class A units of the holding company we form in connection with the Initial Project. We may be required to issue common units to HOBO if, at HOBO’s election, it chooses to receive payment of the Incentive Development Fee in the form of common units in lieu of cash or Class A units in the holding company. Half of the Incentive Development Fee shall be due at Financial Close (as defined in the Framework Agreement) and the remaining half shall be due upon the Initial Project achieving Commercial Operation. On or prior to Financial Close, HOBO shall also have the right to commit to purchase up to 10% of the total expected Class A units in the holding company. If we make each of the required funding payments in connection with the Initial Project, the approximate dollar value of such payments would be approximately $15.0 million plus the amount of the Incentive Development Fee. As a result of their ownership of HOBO, each of Messrs. Gibbs, Keuss and Hartigan would receive an aggregate of approximately 45.25%, 45.25% and 9.5%, respectively, of such payments. Additionally, all or part of the cash portion of the Incentive Development Fee may be utilized to purchase Class A units in the holding company. As a result, HOBO may choose to acquire additional interests in the Initial Project as a result of ownership of such Class A units. Any increase in HOBO’s ownership of Class A units would increase each of Messrs. Gibbs, Keuss and Hartigan’s indirect interest in the holding company and could increase the value of their interest in the HOBO Transaction. |
Unit-Based Compensation
Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Unit-Based Compensation | |
Unit-Based Compensation | 15. UNIT-BASED COMPENSATION The Sanchez Production Partners LP Long-Term Incentive Plan (the “LTIP”) allows for grants of restricted common units. Restricted common unit activity under the LTIP during the period is presented in the following table: Weighted Average Number of Grant Date Restricted Fair Value Units Per Unit Outstanding at December 31, 2019 1,155,467 $ 3.86 Vested (338,840) 5.14 Returned/Cancelled (133,456) 5.61 Outstanding at December 31, 2020 683,171 $ 2.68 Granted 5,251,785 1.18 Vested (991,468) 1.51 Returned/Cancelled (689,406) 1.51 Outstanding at December 31, 2021 4,254,082 $ 1.24 In March 2021, the Partnership granted 1,651,785 restricted common units pursuant to the LTIP to certain officers of the Partnership’s general partner. Two-thirds one-third As of December 31, 2021, 8,848,410 common units remained available for future issuance to participants under the LTIP. The Evolve Transition Infrastructure LP 2021 Equity Inducement Award Plan (the “Inducement Plan”) allows for grants of restricted common units. During the year ended December 31, 2021, 14,100,000 restricted common units were issued under the Inducement Plan and vesting is dependent upon certain performance conditions being met. As of December 31, 2021, there are no common units available for issuance to participants under the Inducement Plan. |
Partners' Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 2021 | |
Partners' Capital | |
Partners' Capital | 16. PARTNERS’ CAPITAL Outstanding Units As of December 31, 2021, we had 36,474,436 Class C Preferred Units outstanding and 124,448,646 common units outstanding which included 4,254,082 unvested restricted common units issued under the LTIP. Common Unit Issuances We entered into a letter agreement with SP Holdings providing that during the period beginning with the fiscal quarter ended September 30, 2019 and continuing until the end of the fiscal quarter after the fiscal quarter in which we redeem all of our issued and outstanding Class C Preferred Units, SP Holdings agrees to delay receipt of its fees, not including reimbursement of costs, as a result, we have not issued any common units to SP Holdings in connection with providing services under the Shared Services Agreement for any quarter following the quarter ended June 30, 2019. As of December 31, 2021, the number of units to be issued under the Shared Services Agreement is 14,867,664. Class C Preferred Units On August 2, 2019, Stonepeak exchanged all of their current equity ownership for newly issued Class C Preferred Units and the Stonepeak Warrant in a private placement transaction (the “Exchange”). On February 24, 2021, the Partnership and Stonepeak entered into Amendment No. 1 to the Stonepeak Warrant, on May 4, 2021, the Partnership and Stonepeak entered into Amendment No. 2 to the Stonepeak Warrant, and on August 2, 2021, the Partnership and Stonepeak entered into Amendment No. 3 to the Stonepeak Warrant. The holders of the Class C Preferred Units receive a quarterly distribution of 12.5% per annum payable in cash. To the extent that Available Cash (as defined in our partnership agreement) is insufficient to pay the distribution in cash, all or a portion of the distribution may be paid in Class C Preferred PIK Units. Commencing with the quarter ending March 31, 2022, the distribution rate will increase to 14% per annum. Distributions are to be paid on or about the last day of each of February, May, August and November following the end of each quarter and are charged to interest expense in our condensed consolidated statements of operations. Beginning January 1, 2022, Adjusted Available Cash (as defined in our partnership agreement) will be distributed to holders of the Class C Preferred Units to redeem a number of Class C Preferred Units to be determined based on the amount of Adjusted Available Cash. The Class C Preferred Units are accounted for as a current liability on our condensed consolidated balance sheet consisting of the following (in thousands): Years Ended December 31, 2021 2020 Class C Preferred Units, beginning balance $ 345,205 $ 281,688 Accretion of discount 52,182 38,938 Distribution accrual — 24,579 Class C Preferred Units, ending balance $ 397,387 $ 345,205 The table below reflects the payment of distributions on Class C Preferred Units related to the periods indicated. Class C Preferred Date of Date of Date of Three Months Ended PIK Distribution Declaration Record Distribution December 31, 2019 1,039,314 February 13, 2020 February 28, 2020 February 20, 2020 March 31, 2020 1,071,793 April 29, 2020 May 20, 2020 May 29, 2020 June 30, 2020 1,105,286 July 31, 2020 August 20, 2020 August 31, 2020 On November 16, 2020, the Partnership and Stonepeak entered into the Stonepeak Letter Agreement wherein the parties agreed that the distribution on the Class C Preferred Units for the three months ended September 30, 2020 would be paid in common units instead of Class C Preferred PIK Units, cash or a combination thereof. The Stonepeak Letter Agreement also provides that Stonepeak will be able to elect to receive distributions on the Class C Preferred Units in common units for any quarter following the third quarter of 2020 by providing written notice to the Partnership no later than the last day of the calendar month following the end of such quarter. The table below reflects distributions on Class C Preferred Units which were elected to be paid in common units related to the periods indicated. Class C Preferred Date of Three Months Ended Distribution of Common Units Distribution September 30, 2020 22,274,869 February 1, 2021 December 31, 2020 12,445,491 February 25, 2021 March 31, 2021 13,763,249 May 20, 2021 June 30, 2021 8,012,850 August 20, 2021 September 30, 2021 10,832,186 November 22, 2021 Stonepeak Warrant On August 2, 2019, in connection with the Exchange, the Partnership issued to Stonepeak the Stonepeak Warrant, which entitles the holder to receive junior securities representing ten percent of junior securities deemed outstanding when exercised. The Stonepeak Warrant expires on the later of August 2, 2026 or 30 days following the full redemption of the Class C Preferred Units. There is no strike price associated with the exercise of the Stonepeak Warrant. The Stonepeak Warrant is accounted for as a liability in accordance with ASC 480 and is presented within other liabilities on the consolidated balance sheet. Changes in the fair value of the Stonepeak Warrant are charged to interest expense in our consolidated statements of operations. Earnings per Unit Net income (loss) per common unit for the period is based on any distributions that are made to the unitholders (common units) plus an allocation of undistributed net income (loss), based on the provisions of our partnership agreement, divided by the weighted average number of common units outstanding. The two-class method dictates that net income (loss) for a period be reduced by the amount of distributions and that any residual amount representing undistributed net income (loss) be allocated to common unitholders and other participating unitholders to the extent that each unit may share in net income (loss) as if all of the net income for the period had been distributed in accordance with our partnership agreement. Unit-based awards granted but unvested are eligible to receive distributions. The underlying unvested restricted unit awards are considered participating securities for purposes of determining net income (loss) per unit. Undistributed income is allocated to participating securities based on the proportional relationship of the weighted average number of common units and unit-based awards outstanding. Undistributed losses (including those resulting from distributions in excess of net income) are allocated to common units based on provisions of our partnership agreement. Undistributed losses are not allocated to unvested restricted unit awards as they do not participate in net losses. Distributions declared and paid in the period are treated as distributed earnings in the computation of earnings per common unit even though cash distributions are not necessarily derived from current or prior period earnings. The Partnership’s general partner does not have an economic interest in the Partnership and, therefore, does not participate in the Partnership’s net income. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities | |
Variable Interest Entities | 17. VARIABLE INTEREST ENTITIES The Partnership’s investment in the Carnero JV represents a variable interest entity (“VIE”) that could expose the Partnership to losses. The amount of losses the Partnership could be exposed to from the Carnero JV is limited to the capital investment of approximately $20.2 million. As of December 31, 2021, the Partnership had invested approximately $124.4 million in the Carnero JV and no debt has been incurred by the Carnero JV. We have included this VIE in other assets, equity investments on the balance sheet. Below is a tabular comparison of the carrying amounts of the assets and liabilities of the VIE and the Partnership’s maximum exposure to loss as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Acquisitions, earnout and capital investments $ 128,483 $ 128,251 Earnings in equity investments (23,618) 30,455 Distributions received (84,667) (69,071) Maximum exposure to loss $ 20,198 $ 89,635 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 18. LEASES On November 9, 2021, the Partnership entered into a Gas Compression Agreement with Kodiak Gas Services, LLC (“Kodiak”) to lease gas compression units from Kodiak. All leased units have a 36 month primary term commencing on the startup date. Following the primary term of the leased units, the Gas Compression Agreement calls for continuation of the term on a month to month basis until terminated with 30 days written notice. As of December 31, 2021, two gas compression units have gone online. As of December 31, 2021, the Partnership recorded right of use assets, net of $1.43 million on the balance sheet. Lease costs incurred during the year are insignificant and determined not material as of December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 19. SUBSEQUENT EVENTS On January 31, 2022, the Partnership received written notice of Stonepeak’s election to receive distributions on the Class C Preferred Units for the quarter ended December 31, 2021 in common units. The aggregate distribution of 24,502,356 common units was made to Stonepeak Catarina on February 22, 2022, following the satisfaction of certain issuance conditions. |
Basis Of Presentation And Sum_2
Basis Of Presentation And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Accounting policies used by us conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying financial statements include the accounts of us and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not effective, will not have a material impact on our consolidated financial statements upon adoption. In January 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-01 “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” which clarifies the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2020. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. Additionally, in November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which changed the effective date for certain issuers to annual and interim periods in fiscal years beginning after December 15, 2022, and earlier adoption is permitted. We are currently in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements. |
Use of Estimates | Use of Estimates The consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. The estimates that are particularly significant to our financial statements include our ability to continue as a going concern; depreciation, depletion and amortization; asset retirement obligations; certain revenues and operating expenses; fair values of derivatives; and fair values of assets and liabilities. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best judgment using the data available. Management evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from the estimates. Any changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Revenue Recognition | Revenue Recognition We account for revenue from contracts with customers in accordance with ASC 606 and ASC 842 for our midstream segment. The Seco Pipeline Transportation Agreement is our only contract that we account for using ASC 606. Under the Seco Pipeline Transportation Agreement, we agreed to provide transportation services of certain quantities of natural gas from the receipt point to the delivery point. Each MMBtu of natural gas transported is distinct and the transportation services performed on each distinct molecule of product is substantially the same in nature. As such, we applied the series guidance and treat these services as a single performance obligation satisfied over time using volumes delivered as the measure of progress. Additionally, Seco Pipeline Transportation Agreement contains variable consideration in the form of volume variability. As the distinct goods or services (rather than the series) are considered for the purpose of allocating variable consideration, we have taken the optional exception under ASC 606. Under this exception, revenue is alternatively recognized in the period that control is transferred to the customer and the respective variable component of the total transaction price is resolved. In October 2015, we acquired (the “Catarina Transaction”) a gathering system from Mesquite (“Western Catarina Midstream”), which is located on the western portion of Mesquite’s acreage position in Dimmit, La Salle and Webb counties in Texas. In conjunction with the Catarina Transaction, we entered into a 15-year The Gathering Agreement was classified as an operating lease at inception and is accounted for under ASC 842, as Mesquite controls the physical use of the property under the lease. Revenues relating to the Gathering Agreement is recognized in the period service is provided. Under this arrangement, the Partnership receives a fee or fees for services provided. The revenue the Partnership recognizes from gathering and transportation services is generally directly related to the volume of oil and natural gas that flows through its systems. |
Accounts Receivable, Net | Accounts Receivable, Net Our accounts receivable are primarily from our contractual agreements with Mesquite and its subsidiaries. We review all outstanding accounts receivable balances and record a reserve for amounts that we expect will not be fully recovered. Actual balances are not applied against the reserves until substantially all collection efforts have been exhausted. Our allowance for doubtful accounts was $0.4 million as of December 31, 2021 and 2020. |
Concentration of Credit Risk and Accounts Receivable | Concentration of Credit Risk and Accounts Receivable Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. We place our cash with high credit quality financial institutions. We routinely assess the financial strength of our customers. Bad debt expense is recognized on an account-by-account review and when recovery is not probable. We have no off-balance-sheet credit exposure related to our operations or customers. Mesquite accounted for 93% and 80% of total revenue for the years ended December 31, 2021 and 2020, respectively. We are highly dependent upon Mesquite as our most significant customer, and we expect to derive a substantial portion of our revenue from Mesquite in the foreseeable future. Accordingly, we are indirectly subject to the business risks of Mesquite. |
Income Taxes | Income Taxes The Partnership and each of its wholly-owned subsidiary LLCs are treated as a partnership for federal and state income tax purposes. All of our taxable income or loss, which may differ considerably from net income or loss reported for financial reporting purposes, is passed through to the federal income tax returns of our members. As such, no federal income tax for these entities has been provided for in the accompanying financial statements. |
Earnings per Unit | Earnings per Unit Net income (loss) per common unit for the period is based on any distributions that are made to the unitholders (common units) plus an allocation of undistributed net income (loss) based on provisions of our partnership agreement, divided by the weighted average number of common units outstanding. The two-class method dictates that net income (loss) for a period be reduced by the amount of distributions and that any residual amount representing undistributed net income (loss) be allocated to common unitholders and other participating unitholders to the extent that each unit may share in net income (loss) as if all of the income for the period had been distributed in accordance with our partnership agreement. Unit-based awards granted but unvested are eligible to receive distributions. The underlying unvested restricted unit awards are considered participating securities for purposes of determining net income (loss) per unit. Undistributed income is allocated to participating securities based on the proportional relationship of the weighted average number of common units and unit-based awards outstanding. Undistributed losses (including those resulting from distributions in excess of net income) are allocated to common units based on provisions of our partnership agreement. Undistributed losses are not allocated to unvested restricted unit awards as they do not participate in net losses. Distributions declared and paid in the period are treated as distributed earnings in the computation of earnings per common unit even though cash distributions are not necessarily derived from current or prior period earnings. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations represent the present value of the estimated cash flows expected to be incurred to plug, abandon and remediate producing properties, excluding salvage values, at the end of their productive lives in accordance with applicable laws. The significant unobservable inputs to this fair value measurement include estimates of plugging, abandonment and remediation costs, asset life, inflation and the credit-adjusted risk-free rate. The inputs are calculated based on historical data as well as current estimates. When the liability is initially recorded, the carrying amount of the related long-lived asset is increased. Over time, accretion of the liability is recognized each period, and the capitalized cost is amortized over the useful life of the related asset and is included in accretion expense in the our consolidated statements of operations. To estimate the fair value of an asset retirement obligation, the Partnership employs a present value technique, which reflects certain assumptions, including its credit-adjusted risk-free interest rate, inflation rate, the estimated settlement date of the liability and the estimated current cost to settle the liability. Changes in timing or to the original estimate of cash flows will result in changes to the carrying amount of the liability. |
Gathering and Transportation Assets | Gathering and Transportation Assets Gathering and transportation assets, are stated at historical acquisition cost, net of any impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from three Estimated asset retirement costs are recognized when the asset is acquired or placed in service, and are amortized over the useful life of the asset. Asset retirement costs are estimated by our engineers using existing regulatory requirements and anticipated future inflation rates. We perform a periodic assessment of gathering and transportation assets to identify facts and circumstances, or triggering events, that indicate the carrying value may not be recoverable. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. These cash flow estimates require us to make projections and assumptions for many years into the future for pricing, demand, competition, operating cost and other factors. If the carrying amount exceeds the expected future undiscounted cash flows, we recognize an impairment equal to the excess of net book value over fair value. The determination of the fair value using present value techniques requires us to make projections and assumptions regarding the probability of a range of outcomes and the rates of interest used in the present value calculations. Any changes we make to these projections and assumptions could result in significant revisions to our evaluation of recoverability of our gathering and transportation assets and the recognition of additional impairments. Refer to Note 8 “Gathering and Transportation Related Assets” to our consolidated financial statements for additional information. |
Leases | Leases Our leasing activity primarily consists of field equipment. We determine if an arrangement is an operating or finance lease at inception. Right of use assets represent our right to use an underlying asset for the lease term when we control the use of the asset by obtaining substantially all of the economic benefits of the asset and direct the use of the asset. Lease liabilities represent our obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The interest rate used to calculate the present value of lease payments is the rate implicit in the lease when determinable or our incremental borrowing rate. Our incremental borrowing rate is primarily based on our collateralized borrowing rate when such borrowings exist or an estimated collateralized borrowing rate based on independent third party quotes when such borrowings do not exist. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method and amortization of the right of use asset is recognized based on the straight-line method. |
Unit-Based Compensation | Unit-Based Compensation The Partnership records unit-based compensation expense for awards granted in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation.” Unit-based compensation expense for these awards is based on the grant-date fair value and recognized over the vesting period using the straight-line method. |
Investments | Investments We follow the equity method of accounting when we do not exercise control over the investee, but we can exercise significant influence over the operating and financial policies of the investee. Under this method, our equity investments are carried originally at our acquisition cost, increased by our proportionate share of the investee’s net income and by contributions made, and decreased by our proportionate share of the investee’s net losses and by distributions received. We evaluate our equity investments for impairment when evidence indicates the carrying amount of our investment is no longer recoverable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Partnership determines the fair value of the equity method investment using an income approach. Certain inputs included in the income approach, including sales projections, discount rate and exit multiple are unobservable and require management judgement. When the estimated fair value of an equity investment is less than its carrying value and the loss in value is determined to be other than temporary, we recognize the excess of the carrying value over the estimated fair value as an impairment loss within earnings from equity investments in our consolidated statements of operations. |
Earnout Derivative | Earnout Derivative As part of the Carnero Gathering Transaction (as defined in Note 12. “Investments”), we are required to pay Mesquite an earnout based on natural gas received above a threshold volume and tariff at designated delivery points from Mesquite and other producers. The earnout derivative is accounted for under ASC 815, and we measure its fair value through the use of a Monte Carlo simulation model which utilized observable inputs such as the earnout price and volume commitment, as well as unobservable inputs related to the weighted probabilities of various throughput scenarios. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations | |
Schedule Of Discontinued Operations | The following table presents the results of operations and the gain on disposal which has been included in discontinued operations (in thousands): Years Ended December 31, 2021 2020 Revenues Natural gas sales $ 255 $ 427 Oil sales 3,241 10,856 Natural gas liquid sales 182 254 Total revenues 3,678 11,537 Expenses Operating expenses Lease operating expenses 1,797 5,340 Production taxes 160 311 Gain on sale of assets (67) — Depreciation, depletion and amortization 439 2,218 Asset impairments — 23,355 Accretion expense 73 212 Total operating expenses 2,402 31,436 Income (loss) before income taxes 1,276 (19,899) Income tax expense (benefit) 398 (135) Income (loss) from discontinued operations $ 878 $ (19,764) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of fair value of assets and liabilities on a recurring basis | The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 (in thousands): Fair Value Measurements at December 31, 2021 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Fair value of warrants Nuvve Holding Warrants $ — $ 664 $ — $ 664 Other liabilities Stonepeak Warrant — (7,197) — (7,197) Total $ — $ (6,533) $ — $ (6,533) The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Other liabilities Stonepeak Warrant — (1,418) — (1,418) Total $ — $ (1,418) $ — $ (1,418) |
Schedule of non-recurring fair value measurements | The following table summarizes the non-recurring fair value measurements of our production assets as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Impairment (a) $ — $ — $ 12,884 Total net assets $ — $ — $ 12,884 (a) During the year ended December 31, 2020, we recorded non-cash impairment charges of $23.4 million to impair our producing oil and natural gas properties and $0.9 million to impair the Seco Pipeline. The carrying values of the impaired properties were reduced to a fair value of $12.9 million, estimated using inputs characteristic of a Level 3 fair value measurement. |
Derivative And Financial Inst_2
Derivative And Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative [Line Items] | |
Schedule Of Effect Of Derivative Instruments On Consolidated Statements Of Operations | Year Ended December 31, 2020 Beginning fair value of commodity derivatives $ (759) Net gains (losses) on crude oil derivatives 3,814 Net gains on natural gas derivatives 87 Net settlements received on derivative contracts: Oil (2,829) Natural gas (313) Ending fair value of commodity derivatives $ — |
Warrants | |
Derivative [Line Items] | |
Reconciliation Of Changes In Fair Value Of Derivatives | The following table sets forth a reconciliation of the changes in fair value of the Partnership’s Nuvve Holding Warrants for the periods indicated (in thousands): Year Ended December 31, 2021 Beginning fair value of warrants $ — Net gain (loss) on warrants 664 Ending fair value of warrants $ 664 |
Commodity derivatives | |
Derivative [Line Items] | |
Reconciliation Of Changes In Fair Value Of Derivatives | The following table sets forth a reconciliation of the changes in fair value of the Partnership’s commodity derivatives for the year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Beginning fair value of commodity derivatives $ (759) Net gains (losses) on crude oil derivatives 3,814 Net gains on natural gas derivatives 87 Net settlements received on derivative contracts: Oil (2,829) Natural gas (313) Ending fair value of commodity derivatives $ — |
Gathering And Transportation _2
Gathering And Transportation Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Gathering And Transportation Asset | |
Schedule of gathering and transportation assets | Gathering and transportation assets consist of the following (in thousands): December 31, 2021 2020 Gathering and transportation assets Midstream assets $ 188,246 $ 187,977 Less: Accumulated depreciation and impairment (89,756) (82,654) Total gathering and transportation assets, net $ 98,490 $ 105,323 |
Schedule of depreciation, depletion, and amortization | Depreciation, depletion and amortization consisted of the following (in thousands): Years Ended December 31, 2021 2020 Depreciation and amortization of gathering and transportation related assets $ 7,102 $ 7,195 Amortization of intangible assets 13,457 13,460 Total depreciation and amortization $ 20,559 $ 20,655 |
Provision For Income Taxes (Tab
Provision For Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Provision For Income Taxes | |
Summary of Federal and State Income Tax Provision (Benefit) | December 31, 2021 2020 Current: Federal $ 3 $ — State (2) 128 Total current 1 128 Deferred: Federal — — State (6) 31 Total deferred (6) 31 Total provision for income taxes $ (5) $ 159 |
Reconciliation of Provision for (Benefit from) Income Taxes | December 31, 2021 2020 Current: Federal $ 3 $ — State (2) 128 Total current 1 128 Deferred: Federal — — State (6) 31 Total deferred (6) 31 Total provision for income taxes $ (5) $ 159 A reconciliation of the provision for (benefit from) income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income (loss) before income taxes is as follows (in thousands): Years Ended December 31, 2021 2020 Pre-tax net book loss $ (155,422) $ (98,838) Federal Income Tax 3 — Texas Margin Tax (a) (6) 171 Return to accrual (2) (12) Provision for income taxes $ (5) $ 159 Effective income tax rate 0.00% (0.16)% (a) Although the Texas Margin Tax is not considered a state income tax, it has the characteristics of an income tax since it is determined by applying a tax rate to a base that considers our Texas-sourced revenues and expenses. |
Significant Components of Deferred Tax Assets and Deferred Tax Liabilities | The following table presents the significant components of deferred tax assets and deferred tax liabilities at the dates indicated (in thousands): December 31, 2021 2020 Deferred tax assets (liabilities): Derivative assets $ (22) $ (29) Depreciable, depletable property, plant and equipment (271) (269) Other 5 5 Deferred tax assets (liabilities): (288) (293) Valuation allowance — — Total deferred tax assets (liabilities) $ (288) $ (293) |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation | |
Reconciliation of changes in asset retirement obligation | The following table is a reconciliation of ARO for the years ended December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Asset retirement obligation, beginning balance $ 4,313 $ 3,958 Accretion expense 387 355 Asset retirement obligation, ending balance $ 4,700 $ 4,313 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of Intangible assets | Years Ended December 31, 2021 2020 Beginning balance $ 131,786 $ 145,246 Amortization (13,457) (13,460) Ending balance $ 118,329 $ 131,786 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
Summarized financial information of unconsolidated entities | Summarized financial information of unconsolidated entities is as follows (in thousands): Years Ended December 31, 2021 2020 Sales $ 114,165 $ 80,228 Total expenses 277,545 63,121 Net income $ (163,380) $ 17,107 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Unit-Based Compensation | |
Schedule of units activity | Weighted Average Number of Grant Date Restricted Fair Value Units Per Unit Outstanding at December 31, 2019 1,155,467 $ 3.86 Vested (338,840) 5.14 Returned/Cancelled (133,456) 5.61 Outstanding at December 31, 2020 683,171 $ 2.68 Granted 5,251,785 1.18 Vested (991,468) 1.51 Returned/Cancelled (689,406) 1.51 Outstanding at December 31, 2021 4,254,082 $ 1.24 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Class C preferred units | The Class C Preferred Units are accounted for as a current liability on our condensed consolidated balance sheet consisting of the following (in thousands): Years Ended December 31, 2021 2020 Class C Preferred Units, beginning balance $ 345,205 $ 281,688 Accretion of discount 52,182 38,938 Distribution accrual — 24,579 Class C Preferred Units, ending balance $ 397,387 $ 345,205 |
Class C preferred units | |
Schedule of Class C preferred units | Class C Preferred Date of Date of Date of Three Months Ended PIK Distribution Declaration Record Distribution December 31, 2019 1,039,314 February 13, 2020 February 28, 2020 February 20, 2020 March 31, 2020 1,071,793 April 29, 2020 May 20, 2020 May 29, 2020 June 30, 2020 1,105,286 July 31, 2020 August 20, 2020 August 31, 2020 |
Common Units | |
Schedule of Class C preferred units | Class C Preferred Date of Three Months Ended Distribution of Common Units Distribution September 30, 2020 22,274,869 February 1, 2021 December 31, 2020 12,445,491 February 25, 2021 March 31, 2021 13,763,249 May 20, 2021 June 30, 2021 8,012,850 August 20, 2021 September 30, 2021 10,832,186 November 22, 2021 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities | |
Schedule of carrying amounts of assets and liabilities of variable interest entity | Below is a tabular comparison of the carrying amounts of the assets and liabilities of the VIE and the Partnership’s maximum exposure to loss as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Acquisitions, earnout and capital investments $ 128,483 $ 128,251 Earnings in equity investments (23,618) 30,455 Distributions received (84,667) (69,071) Maximum exposure to loss $ 20,198 $ 89,635 |
Basis Of Presentation And Sum_3
Basis Of Presentation And Summary Of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2015a | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Credit facility, borrowings | $ 49,200 | ||
Allowance for doubtful accounts | 400 | $ 400 | |
Federal income tax provision | 3 | ||
Credit Agreement | |||
Credit facility, borrowings | $ 49,200 | ||
Minimum | Furniture and Equipment | |||
Useful life | 3 years | ||
Maximum | Furniture and Equipment | |||
Useful life | 15 years | ||
Maximum | Gathering Facilities | |||
Useful life | 36 years | ||
Maximum | Transportation assets | |||
Useful life | 40 years | ||
Western Catarina Midstream | Mesquite Energy, Inc. | |||
Agreement term (in years) | 15 years | ||
Dedicated acreage | a | 35,000 | ||
Revenue | Customer Concentration Risk | Mesquite Energy, Inc. | |||
Percentage of sales revenue | 93.00% | 80.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Aug. 13, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | $ 3,678,000 | $ 11,537,000 | ||
Lease operating expenses | 1,797,000 | 5,340,000 | ||
Production taxes | 160,000 | 311,000 | ||
Gain on sale of assets | (67,000) | |||
Depreciation, depletion and amortization | 439,000 | 2,218,000 | ||
Asset impairments | 23,355,000 | |||
Accretion expense | 73,000 | 212,000 | ||
Total operating expenses | 2,402,000 | 31,436,000 | ||
Income (loss) before income taxes | 1,276,000 | (19,899,000) | ||
Income tax expense (benefit) | 398,000 | (135,000) | ||
Income (loss) from discontinued operations | 878,000 | (19,764,000) | ||
Divestiture of (The "Palmetto Assets") | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture | $ 11,500,000 | |||
Divestiture gain (loss) | 300,000 | |||
Divestiture of (The "Maverick 1 Assets") | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture | 2,800,000 | |||
Divestiture of (The "Maverick 2 Assets") | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture | 1,400,000 | |||
Closing adjustment | $ 31,000 | |||
Divestiture of (The "Maverick 3 Assets") | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture | $ 31,000 | |||
Divestitures of (The "Maverick Assets") | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Divestiture gain (loss) | (300,000) | |||
Natural Gas. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 255,000 | 427,000 | ||
Oil sales | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 3,241,000 | 10,856,000 | ||
Natural Gas Liquids | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | $ 182,000 | $ 254,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Gathering and transportation lease revenues | $ 51,482,000 | $ 44,671,000 |
Accounts receivables | 19,100,000 | 3,300,000 |
Revenues | $ 0 | 785,000 |
Payment term (in days) | 30 days | |
Accounts Receivable, Related Parties | $ 0 | $ 1,900,000 |
Mesquite Energy, Inc. | ||
Concentration Risk [Line Items] | ||
Revenue not collected | $ 16,200,000 | |
Revenue | Customer Concentration Risk | Mesquite Energy, Inc. | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage of revenue | 93.00% | 80.00% |
Fair Value Measurements (Recurr
Fair Value Measurements (Recurring) (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of warrants: Nuvve Holding Warrants | $ 664 | |
Other liabilities: Stonepeak Warrant | (7,197) | $ (1,418) |
Total | (6,533) | (1,418) |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of warrants: Nuvve Holding Warrants | 664 | |
Other liabilities: Stonepeak Warrant | (7,197) | (1,418) |
Total | $ (6,533) | $ (1,418) |
Fair Value Measurements (Non-Re
Fair Value Measurements (Non-Recurring) (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)MMcf | Dec. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based weighted average cost of capital rate | 15.00% | |
Fair value of earnout derivative | $ 0 | $ 0 |
Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value | $ 0 | |
Asset impairments | 23,400,000 | |
Seco Pipeline, LLC | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Number of miles of natural gas pipeline | 30 | |
Daily pipeline capacity (MMcf/d) | MMcf | 400 | |
Seco Pipeline, LLC | Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset impairments | 900,000 | |
Fair Value, Inputs, Level 3 | Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Impairment | 12,884,000 | |
Fair value | 12,884,000 | |
Fair Value, Inputs, Level 3 | Seco Pipeline, LLC | Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset impairments | $ 900,000 |
Derivative And Financial Inst_3
Derivative And Financial Instruments (Details) - Nuvve Holding Corp - Levo Mobility LLC Joint Venture $ / shares in Units, $ in Millions | May 17, 2021USD ($)$ / sharesshares |
Derivative [Line Items] | |
Warrants term | 10 years |
Series B Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 200,000 |
Warrants exercise price | $ / shares | $ 10 |
Series C Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 15 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 125 |
Series D Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 20 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 250 |
Series E Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 30 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 375 |
Series F Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 40 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 500 |
Vested Upon Issuance | Series C Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Vested Upon Issuance | Series D Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Vested Upon Issuance | Series E Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Vested Upon Issuance | Series F Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Vested upon Levo entry into threshold amount of contracts with third parties | Series C Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Vested upon Levo entry into threshold amount of contracts with third parties | Series D Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Vested upon Levo entry into threshold amount of contracts with third parties | Series E Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Vested upon Levo entry into threshold amount of contracts with third parties | Series F Warrants | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Derivative And Financial Inst_4
Derivative And Financial Instruments (Changes In Fair Value) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||
Derivative [Line Items] | ||
Net gain (loss) | $ 664 | |
Ending fair value | $ 664 | |
Commodity derivatives | ||
Derivative [Line Items] | ||
Beginning fair value | $ (759) | |
Net gain (loss) | 3,901 | |
Oil | Commodity derivatives | ||
Derivative [Line Items] | ||
Net gain (loss) | 3,814 | |
Net settlements received on derivative contracts | (2,829) | |
Natural Gas | Commodity derivatives | ||
Derivative [Line Items] | ||
Net gain (loss) | 87 | |
Net settlements received on derivative contracts | $ (313) |
Derivative And Financial Inst_5
Derivative And Financial Instruments (Effect On Statement Of Operations) (Details) - Commodity derivatives $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Derivative Instruments Gain Loss [Line Items] | |
Net gain (loss) | $ 3,901 |
Oil | |
Derivative Instruments Gain Loss [Line Items] | |
Net gain (loss) | 3,814 |
Natural Gas | |
Derivative Instruments Gain Loss [Line Items] | |
Net gain (loss) | $ 87 |
Debt (Details)
Debt (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 20, 2021USD ($) | |
Line of Credit Facility [Line Items] | |||
Credit agreement, outstanding | $ 49,200 | ||
Credit agreement available | 5,000 | ||
Letters of credit outstanding | 0 | ||
Unamortized debt issue costs | 600 | $ 800 | |
Amortization of debt issuance costs | 921 | $ 767 | |
Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 65,000 | ||
Credit agreement, outstanding | $ 49,200 | ||
Current assets to current liabilities ratio | 1 | ||
Debt to Adjusted EBITDA ratio | 3.25 | ||
Commitment fee on unutilized borrowing base | 0.50% | ||
Credit Agreement | Amount per fiscal quarter commencing with the quarter ending December 31, 2021 | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Periodic Payment | $ 3,000 | ||
Credit Agreement | Amount per fiscal quarter commencing with the quarter ending March 31, 2023 | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Periodic Payment | 2,000 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 2,500 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 5,000 | $ 5,000 | |
Credit agreement, outstanding | $ 0 | ||
Minimum | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Ownership percentage by subsidiary | 50 | ||
Minimum | Credit Agreement | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 2.75% | ||
Minimum | Credit Agreement | ABR | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 1.75% | ||
Maximum | Credit Agreement | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 3.50% | ||
Maximum | Credit Agreement | ABR | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate | 2.50% |
Gathering And Transportation _3
Gathering And Transportation Assets (Gathering and Transportation Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Midstream assets | $ 98,235 | $ 105,323 |
Midstream | ||
Property, Plant and Equipment [Line Items] | ||
Midstream assets | 188,246 | 187,977 |
Less: Accumulated depreciation, amortization and impairment | (89,756) | (82,654) |
Total gathering and transportation assets, net | $ 98,490 | $ 105,323 |
Gathering And Transportation _4
Gathering And Transportation Assets (DDA and Impairments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Amortization of intangible assets | $ 13,457 | $ 13,460 |
Depreciation, depletion and amortization | $ 7,541 | 9,413 |
Furniture and Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Furniture and Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 15 years | |
Gathering Facilities | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 36 years | |
Transportation assets | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 40 years | |
Gathering and Transportation Related Assets | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation, depletion and amortization | $ 7,102 | 7,195 |
Oil and Natural Gas-Related Assets and Gathering and Transportation-Related Assets | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation, depletion and amortization | $ 20,559 | 20,655 |
Seco Pipeline, LLC | ||
Property, Plant and Equipment [Line Items] | ||
Asset impairments | $ 900 |
Provision For Income Taxes (Inc
Provision For Income Taxes (Income Tax Provision (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 3 | |
State | (2) | $ 128 |
Total current | 1 | 128 |
Deferred: | ||
State | (6) | 31 |
Total deferred | (6) | 31 |
Provision for income taxes | $ (5) | $ 159 |
Provision For Income Taxes (Rec
Provision For Income Taxes (Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Provision For Income Taxes | ||
Pre-tax net book loss | $ (155,422) | $ (98,838) |
Federal Income Tax | 3 | |
Texas Margin Tax | (6) | 171 |
Return to accrual | (2) | (12) |
Provision for income taxes | $ (5) | $ 159 |
Effective income tax rate | 0.00% | (0.16%) |
Provision For Income Taxes (DTA
Provision For Income Taxes (DTA and DTL) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | ||
Derivative assets | $ (22) | $ (29) |
Depreciable, depletable property, plant and equipment | (271) | (269) |
Other | 5 | 5 |
Deferred tax assets (liabilities): | (288) | (293) |
Total deferred tax assets (liabilities) | $ (288) | $ (293) |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation | ||
Asset retirement obligation, beginning balance | $ 4,313 | $ 3,958 |
Accretion expense | 387 | 355 |
Asset retirement obligation, ending balance | 4,700 | 4,313 |
Legally restricted assets | $ 0 | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 13,457 | $ 13,460 |
Beginning balance | 131,786 | 145,246 |
Amortization | (13,457) | (13,460) |
Ending balance | $ 118,329 | $ 131,786 |
Customer Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Agreement term (in years) | 15 years |
Investments (Details)
Investments (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 31, 2018amiMMcf | Apr. 30, 2018MMcf | Nov. 30, 2016USD ($) | Jul. 31, 2016USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Earnings (losses) in equity investments | $ (54,073) | $ 4,479 | ||||
Amortization of intangible assets | 13,457 | 13,460 | ||||
Distributions received | 15,596 | $ 15,266 | ||||
Carnero Gathering, Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Payments to acquire interest in joint venture | $ 37,000 | 124,400 | ||||
Assumption of capital commitments in joint venture | 7,400 | |||||
Daily processing capacity | MMcf | 400 | |||||
Carnero Gathering, Joint Venture | Customer Relationships | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Intangible asset, fair value | $ 13,000 | |||||
Agreement term (in years) | 15 years | |||||
Carnero Processing, Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Payments to acquire interest in joint venture | $ 55,500 | |||||
Assumption of capital commitments in joint venture | $ 24,500 | |||||
Carnero G&P, Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Payments to acquire interest in joint venture | 124,400 | |||||
Daily processing capacity | MMcf | 460 | 260 | ||||
Number of miles of high pressure natural gas gathering pipelines | mi | 45 | |||||
Acres dedicated for gathering | a | 315,000 | |||||
Earnings (losses) in equity investments | (52,900) | |||||
Amortization of intangible assets | 1,200 | |||||
Distributions received | 15,600 | |||||
Impairment | 173,200 | |||||
Impairment of investments, recognized in net income loss, basis of capital contributions | 55,000 | |||||
Carrying value of investment | $ 20,200 | |||||
Carnero Gathering and Carnero Processing | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Targa | Carnero Gathering, Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Targa | Carnero Processing, Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Targa | Carnero G&P, Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity interests in plant transferred to joint venture (as a percent) | 100.00% |
Investments (Unconsolidated Ent
Investments (Unconsolidated Entities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Sales | $ 51,482 | $ 45,456 |
Net income | (154,539) | (118,761) |
Unconsolidated entities | ||
Schedule of Equity Method Investments [Line Items] | ||
Sales | 114,165 | 80,228 |
Total expenses | 277,545 | 63,121 |
Net income | $ (163,380) | $ 17,107 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies | ||
Earnout derivative liability | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) gal in Millions | Mar. 29, 2022USD ($)directorshares | Nov. 03, 2021USD ($)galbbl | Oct. 31, 2015a | Sep. 30, 2021shares | Jun. 30, 2021shares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)shares | Sep. 30, 2020shares | Jun. 30, 2020shares | Mar. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2021USD ($) | Jun. 29, 2020 |
Related Party Transaction [Line Items] | |||||||||||||
Long term accrued liabilities - related entities | $ 12,137,000 | $ 10,215,000 | |||||||||||
Units distribution (in units) | shares | 91,831,001 | ||||||||||||
Unit Distribution, Amount | $ 77,200,000 | ||||||||||||
The "Framework Agreement" | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Expected Development Project Barrels Per Day | bbl | 9,000 | ||||||||||||
Expected Development Project Gallons Per Year | gal | 120 | ||||||||||||
Percentage of incentive development fees on aggregate capital expenditure | 50.00% | ||||||||||||
Incentive development fee | $ 22,700,000 | ||||||||||||
Percentage of payment made in units | 5.00% | ||||||||||||
Percentage of payment made in units, maximum | 10.00% | ||||||||||||
Offtake Condition | The "Framework Agreement" | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Amount of initial development payment | $ 3,000,000 | ||||||||||||
Percentage of payment to be made to for the project | 50.00% | ||||||||||||
FFEL2 level | The "Framework Agreement" | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of payment to be made to for the project | 50.00% | ||||||||||||
Amount of interim development payment of the project under the agreement | $ 7,500,000 | ||||||||||||
Evolve approval | The "Framework Agreement" | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Amount of final development payment | 15,000,000 | ||||||||||||
Amount of cumulative development payments | $ 15,000,000 | ||||||||||||
JT3 Consulting Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees earned | 200,000 | ||||||||||||
JT3 Consulting Agreement | Fee Paid Monthly | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fee | $ 20,000 | ||||||||||||
Stonepeak Catarina | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Directors that are representatives of related party | director | 4 | ||||||||||||
Ownership percentage threshold for right to exercise limited call right | 80.00% | ||||||||||||
Exercise of limited call right, scenario of price based on stock closing price during number of trading days | 20 days | ||||||||||||
Exercise of limited call right, scenario of price based on highest price paid during number of days preceding date of notice | 90 days | ||||||||||||
SP Holdings | Shared Services Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Quarterly fee (as a percent) | 0.375% | ||||||||||||
Maximum asset acquisition, disposition and financing fee (as a percent) | 2.00% | ||||||||||||
Number of days after delivery within which payment of accrued fees has to be made | 30 days | ||||||||||||
Agreement term (in years) | 10 years | ||||||||||||
Services Agreement renewal term | 10 years | ||||||||||||
Agreement notice of termination period | 180 days | ||||||||||||
Related parties, payable | $ 7,200,000 | $ 1,900,000 | |||||||||||
SP Holdings | Shared Services Agreement | Scenario if agreement terminated | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Termination fee | 5,000,000 | ||||||||||||
Termination fee plus applicable percentage of asset acquisitions | $ 34,000,000 | ||||||||||||
Transaction value, percentage | 5.00% | ||||||||||||
SP Holdings | Stonepeak Catarina | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Units owned by third party, (as a percentage) | 100.00% | ||||||||||||
Chief Executive Officer | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership held by related parties | 45.25% | ||||||||||||
Chief Executive Officer | The "Framework Agreement" | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership held by related parties | 45.25% | ||||||||||||
Chief Operating Officer | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership held by related parties | 45.25% | ||||||||||||
Chief Operating Officer | The "Framework Agreement" | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership held by related parties | 45.25% | ||||||||||||
Chief Investment Officer | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership held by related parties | 9.50% | ||||||||||||
Chief Investment Officer | The "Framework Agreement" | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership held by related parties | 9.50% | ||||||||||||
Western Catarina Midstream | Mesquite Energy, Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Agreement term (in years) | 15 years | ||||||||||||
Acres dedicated for gathering | a | 35,000 | ||||||||||||
Common Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Units distribution (in units) | shares | 10,832,186 | 8,012,850 | 13,763,249 | 12,445,491 | 22,274,869 | ||||||||
Common Units | Stonepeak Catarina | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Units owned (in units) | shares | 96,734,084 | ||||||||||||
Units owned by third party, (as a percentage) | 65.00% | ||||||||||||
Common Units | Mesquite Energy, Inc. and certain other members of the Sanchez family | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Units owned by minority interest (as a percentage) | 24.30% | ||||||||||||
Junior Securities | Stonepeak Catarina | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Units owned by third party, (as a percentage) | 10.00% | ||||||||||||
Class C preferred units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Units distribution (in units) | shares | 1,105,286 | 1,071,793 | 1,039,314 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
LTIP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Units available for issuance | 8,848,410 | |||
Equity Inducement Award Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Units available for issuance | 0 | |||
Restricted Stock Units (RSUs) | LTIP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Restricted Units, Outstanding | 683,171 | 1,155,467 | ||
Number of Restricted Units, Granted | 5,251,785 | |||
Number of Restricted Units, Vested | (991,468) | (338,840) | ||
Number of Restricted Units, Returned/Cancelled | (689,406) | (133,456) | ||
Number of Restricted Units, Outstanding | 4,254,082 | 683,171 | ||
Weighted Averaged Grant Date Fair Value Per Unit, Outstanding | $ 2.68 | $ 3.86 | ||
Weighted Averaged Grant Date Fair Value Per Unit, Granted | 1.18 | |||
Weighted Averaged Grant Date Fair Value Per Unit, Vested | 1.51 | 5.14 | ||
Weighted Averaged Grant Date Fair Value Per Unit, Returned/Cancelled | 1.51 | 5.61 | ||
Weighted Averaged Grant Date Fair Value Per Unit, Outstanding | $ 1.24 | $ 2.68 | ||
Restricted Stock Units (RSUs) | Equity Inducement Award Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Restricted Units, Granted | 14,100,000 | |||
Restricted Stock Units (RSUs) | Units vesting on one year anniversary of date of grant | LTIP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 66.67% | |||
Restricted Stock Units (RSUs) | Units vesting on second year anniversary of date of grant | LTIP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Restricted Stock Units (RSUs) | Directors | LTIP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Restricted Units, Granted | 3,600,000 | 1,651,785 |
Partners' Capital (Details)
Partners' Capital (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Limited Partners' Capital Account [Line Items] | ||
Common units, outstanding | 124,448,646 | 19,953,880 |
Units, issued | 124,448,646 | 19,953,880 |
Proceeds from common units sold | $ 17,054 | |
Class C preferred units | ||
Limited Partners' Capital Account [Line Items] | ||
Class C preferred units, outstanding | 36,474,436 | |
Class C preferred units | Settlement Agreement with Stonepeak Catarina Holdings LLC | ||
Limited Partners' Capital Account [Line Items] | ||
Units to be issued under agreement | 14,867,664 | |
Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Common units, outstanding | 124,448,646 | |
Unvested restricted common units | ||
Limited Partners' Capital Account [Line Items] | ||
Common units, outstanding | 4,254,082 |
Partners' Capital (Preferred Un
Partners' Capital (Preferred Units) (Details) - Class C preferred units - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class C Preferred Units, beginning balance | $ 345,205 | $ 281,688 |
Accretion of discount | 52,182 | 38,938 |
Distribution accrual | 0 | 24,579 |
Class C Preferred Units, ending balance | $ 397,387 | $ 345,205 |
Warrant exercise period | 30 days | |
Distribution period commencing with the quarter ended on September 30, 2019 | ||
Distributions (as a percent) | 12.50% | |
Distribution period commencing with the quarter ending March 31, 2022 | ||
Distributions (as a percent) | 14.00% |
Partners' Capital (Distribution
Partners' Capital (Distributions) (Details) - shares | Mar. 29, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Units distribution (in units) | 91,831,001 | ||||||||
Class C preferred units | |||||||||
Units distribution (in units) | 1,105,286 | 1,071,793 | 1,039,314 | ||||||
Common Units | |||||||||
Units distribution (in units) | 10,832,186 | 8,012,850 | 13,763,249 | 12,445,491 | 22,274,869 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||
Acquisitions, earnout and capital investments | $ 128,483 | $ 128,251 | |
Earnings in equity investments | (23,618) | 30,455 | |
Distributions received | (84,667) | (69,071) | |
Maximum exposure to loss | 20,198 | $ 89,635 | |
Carnero Gathering, Joint Venture | |||
Variable Interest Entity [Line Items] | |||
Payments to acquire interest in joint venture | $ 37,000 | 124,400 | |
Debt incurred | 0 | ||
Maximum exposure to loss | $ 20,200 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)item | |
Leases | |
Term of Contract | 36 months |
Termination notice period | 30 days |
Number of gas compression units gone online | item | 2 |
Right of use assets, net | $ | $ 1,428 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Mar. 29, 2022 | Feb. 22, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Subsequent Event [Line Items] | |||||||
Units distribution (in units) | 91,831,001 | ||||||
Common Units | |||||||
Subsequent Event [Line Items] | |||||||
Units distribution (in units) | 10,832,186 | 8,012,850 | 13,763,249 | 12,445,491 | 22,274,869 | ||
Subsequent Event | Common Units | |||||||
Subsequent Event [Line Items] | |||||||
Units distribution (in units) | 24,502,356 |