Earnings (Losses) Per Unit | 12. PARTNERS' CAPITAL AND CONVERTIBLE UNITS Our capital accounts are comprised of approximately 0.16% beneficial general partner interests and 99.84% limited partner interests as of September 30, 2016 . Our limited partners have limited rights of ownership as provided for under our Partnership Agreement and the right to participate in our distributions. Our General Partner manages our operations and participates in our distributions, including certain incentive distributions pursuant to the incentive distribution rights that are nonvoting limited partner interests held by our General Partner. Pursuant to our Partnership Agreement, our General Partner participates in losses and distributions based on its interest. The General Partner's participation in the allocation of losses and distributions is not limited and therefore, such participation can result in a deficit to its capital account. As such, allocation of losses and distributions, including distributions for previous transactions between entities under common control, has resulted in a deficit to the Limited Partners’ capital account included in our condensed consolidated balance sheets. Series A Convertible Units WCC owner of our General Partner hold and participate in distributions on our Series A Convertible Units. Series A Convertible Units have the right to share in distributions from us on a pro-rata basis with the common units. All or any portion of each distribution payable in respect of the Series A Convertible Units (the “Series A Convertible Unit Distribution”) may, at our Board of Directors' election, be paid in Series A paid-in-kind Units (“Series A PIK Units”). To the extent any portion of the Series A Convertible Unit Distribution is paid in Series A PIK Units for any quarter, the distribution to the holders of incentive distribution rights shall be reduced by that portion of the distribution that is attributable to the payment of those Series A PIK Units. The Series A Convertible Units will convert into common units, on a one -for-one basis, at the earlier of the date on which we first make a regular quarterly cash distribution with respect to any quarter to holders of common units in an amount at least equal to $0.22 per common unit or upon a change of control. The Series A Convertible Units have the same voting rights as if they were outstanding common units and will vote together with the common units as a single class. In addition, the Series A Convertible Units are entitled to vote as a separate class on any matters that materially adversely affect the rights or preferences of the Series A Convertible Units in relation to other classes of partnership interests or as required by law. Series B Convertible Units On October 28, 2016, we issued 4,512,500 Series B Convertible Units representing limited partner interests in the Partnership (the “Series B Units”) to WCC in exchange for WCC’s 4,512,500 common units (the “Exchange”). Upon issuance of the Series B Units in the Exchange, WCC’s common units were canceled. The Series B Units do not share in distributions with the common units and are convertible at the option of the holder on a one -for-one basis into common units on the day after the record date for a cash distribution on the common units in which the Partnership is unable to make such a distribution without exceeding its restricted payment basket under the 2014 Financing Agreement. The Series B Units will convert automatically upon a change of control or a dissolution or liquidation of the Partnership. The Series B Units have the same voting rights as if they were outstanding common units and will vote together with the common units as a single class. In addition, the Series B Units are entitled to vote as a separate class on any matters that materially adversely affect the rights or preferences of the Series B Units in relation to other classes of partnership interests or as required by law. Concurrently with the Exchange, we entered into Amendment No. 2 to the Partnership Agreement, which established the terms of the Series B Units. Liquidation Units All subordinated units were transferred to WCC in connection our General Partner being acquired on December 31, 2014. These units were then converted to liquidation units which have no distribution or voting rights, other than in connection with liquidation. For tax purposes, liquidation units are allocated additional taxable income but no additional taxable loss compared to other unit classes. Warrants In June 2013, in connection with a prior credit facility, certain lenders and lender affiliates received warrants entitling them to purchase 166,557 common units at $0.12 per unit. The warrants participate in distributions whether or not exercised. Outstanding Units September 30, 2016 December 31, 2015 Series A convertible units 15,656,551 15,251,989 Series B convertible units — — Liquidation units 856,698 856,698 Warrants 166,557 166,557 Limited Partner common units 5,733,560 5,711,630 General Partner units 35,291 35,291 Net Income (Loss) attributable to Limited Partners Net income (loss) is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages, after giving effect to distributions and declared distribution on Series A Convertible Units, and General Partner units, including incentive distribution rights. Unvested unit-based payment awards that contain non-forfeitable rights to distributions (whether paid or unpaid) are classified as participating securities and are included in our computation of basic and diluted limited partners' net income (loss) per common unit. Basic and diluted limited partners' net income (loss) per common unit is calculated by dividing limited partners' interest in net income (loss) by the weighted average number of outstanding limited partner units during the period. We determined basic and diluted limited partners' net income (loss) per common unit as follows (in thousands, except per unit amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net loss attributable to the Partnership $ (4,276 ) $ (12,722 ) $ (27,557 ) $ (25,262 ) Less: Paid and declared distributions on Series A Units 2,087 3,050 8,349 3,050 Series A units share of undistributed loss (4,789 ) (8,294 ) (28,106 ) (8,294 ) Paid and declared distributions on Warrants 22 33 88 99 Paid and declared distributions on General Partner Units 8 8 23 23 General Partner units share of undistributed income (loss) (11 ) 129 (63 ) 4,099 Net loss available to Limited Partners $ (1,593 ) $ (7,648 ) $ (7,848 ) $ (24,239 ) Weighted average number of common units used in computation of Limited Partners' net loss per common unit (basic and diluted) 1,2 5,899,577 5,878,187 5,894,737 5,878,187 Limited Partners' net loss per common unit (basic and diluted) $ (0.27 ) $ (1.30 ) $ (1.33 ) $ (4.12 ) 1 Unvested LTIP units are not dilutive units for the periods presented herein, but could be in the future. Anti-dilutive units are not used in calculating diluted average units. 2 Reflects the impact of the outstanding common unit warrants for the three and nine months ended September 30, 2016 and 2015, respectively. The impact of the Kemmerer Drop on income (loss) per limited partner units for the three and nine months ended September 30, 2015 is as follows: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Predecessor Partnership basic and diluted earnings per unit $ (1.65 ) $ (4.47 ) Impact of Kemmerer Drop basic and diluted earnings per unit 0.35 0.35 Basic and diluted earnings per unit $ (1.30 ) $ (4.12 ) |