Members' Equity | 12 Months Ended |
Mar. 31, 2015 |
Members' Equity | |
Members' Equity | 14. Members' Equity |
Equity restructuring |
On April 2, 2013, Niska Partners completed an equity restructuring with affiliates of the Carlyle/Riverstone Funds. In the restructuring, all of the Company's 33.8 million subordinated units and previous incentive distribution rights (all of which were owned by the Carlyle/Riverstone Funds) were combined into and restructured as a new class of incentive distribution rights (IDRs). The equity restructuring, which did not require any further consents or approvals, was effective as of the same day. The transaction was unanimously approved by the Company's Board of Directors on the unanimous approval and recommendation of its Conflicts Committee, which is composed solely of independent directors. |
The restructuring permanently eliminated all of the Company's subordinated units and previous incentive distribution rights in return for the IDRs. Prior to completion of the restructuring, the Company would have been required to pay the full minimum quarterly distribution of $0.35 per unit on the subordinated units (requiring additional distributions of approximately $12 million per quarter) prior to increasing the quarterly distribution on common units. Quarterly distributions on the subordinated units were not paid since the quarter ended September 30, 2011. |
The IDRs entitle the Carlyle/Riverstone Funds to receive 48% of any quarterly cash distributions after Niska Partners' common unitholders have received the full minimum quarterly distribution ($0.35 per unit) for each quarter plus any arrearages from prior quarters (of which there are currently none). The previous incentive distribution rights entitled the Carlyle/Riverstone Funds to receive increasing percentages (ranging from 13% to 48%) of incremental cash distributions after the unitholders (both common and subordinated) exceeded quarterly distributions ranging from $0.4025 per unit to $0.5250 per unit. In addition, for a period of five years, and provided that the Carlyle/Riverstone Funds continue to own a majority of both the managing member and the IDRs, the Carlyle/Riverstone Funds will be deemed to own 33.8 million "Notional Subordinated Units" in connection with votes to remove and replace the managing member. These Notional Subordinated Units are not entitled to distributions, but preserve the Carlyle/Riverstone Fund's voting rights with respect to the removal of the managing member. |
Distribution Reinvestment Plan |
Niska Partners filed a registration statement with the SEC to authorize the issuance of up to 7,500,000 common units in connection with a distribution reinvestment plan ("DRIP"). The DRIP provides unitholders of record and beneficial owners of common units a voluntary means by which unitholders can increase the number of common units owned by reinvesting the quarterly cash distributions unitholders would otherwise receive in the purchase of additional common units. This registration statement became effective on July 31, 2013. Common units purchased under the DRIP will come from the Company's authorized but unissued common units or from common units purchased on the open market. |
During the year ended March 31, 2015, Unitholders, substantially all of which were represented by the Carlyle/Riverstone Funds, elected to participate in the DRIP and were issued 2,243,664 common units (March 31,—2014 1,252,815 common units) in lieu of receiving cash distributions of $19.6 million (March 31, 2014—$18.3 million). |
Class D Partnership Units |
On May 7, 2014, Niska Holdings L.P. (the "Sponsor Partnership"), the parent of Holdco (which is the direct and indirect parent of the Company) awarded non-voting Class D Units in the Sponsor Partnership (the "Class D Units") to certain executives. The Class D Units are profits interest awards which have a service condition. As the Class D Units were issued to employees and a director, equity-classified compensation expense has been recorded in the Company's financial statements. |
The Class D Units entitle the holders thereof to 15% of distributions made by the Sponsor Partnership to its Class A unitholders after its Class A unitholders receive distributions made by the Sponsor Partnership after May 17, 2014 in excess of the amount of any capital contributions made by the Class A unitholders after May 17, 2014 plus $331.0 million, each increased by 8% per annum compounded quarterly. The Sponsor Partnership will retain distributions (other than tax distributions) in respect of unvested Class D Units until such Class D Units vest. Of the awarded Class D Units, 20% will vest on May 6, 2015. The remaining unvested units will vest at a rate of 5% on the last day of each fiscal quarter during the period commencing on June 30, 2015 and ending on March 31, 2019. The units have no expiry date provided the employee remains employed with the Sponsor Partnership, the Company or one or more of their respective subsidiaries. The fair value of the Class D Units is based on an enterprise value, with allocations of that value calculated under the terms of Niska Holdings L.P.'s operating agreement. |
For the year ended March 31, 2015, non-cash compensation expense related to the Class D Units amounted to $0.5 million. |
Limited Liability |
No member of Niska Partners will be obligated personally for any obligation of the Company solely by reason of being a member. |
Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 18-607 of the Delaware Limited Liability Company Act, or the Delaware Act, Niska Partners may not make a distribution to unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of an impermissible distribution, members who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited liability company for the distribution amount. A purchaser of common units will be liable for the obligations of the transferor to make contributions to us that are known to such purchaser at the time it became a member and for unknown obligations if the liabilities could be determined from the Company's Operating Agreement. |
At-The-Market Program |
On October 30, 2013, Niska Partners filed a prospectus supplement with the SEC to authorize an At-The-Market program which allows the issuance of up to $75.0 million in additional common units. The units will be issued pursuant to the Company's Shelf Registration Statement on Form S-3. As of March 31, 2015, the Company had not issued any units under this registration statement. |
Summary of changes in Common and Subordinated units: |
The following is a reconciliation of units outstanding for the period indicated: |
|
| | Common | | Subordinated | | Total | |
Unitholders | Unitholders |
Units outstanding at March 31, 2012 and 2013 | | | 34,492,245 | | | 33,804,745 | | | 68,296,990 | |
Subordinated units cancelled April 2, 2013 | | | — | | | (33,804,745 | ) | | (33,804,745 | ) |
Units issued under the DRIP | | | 1,252,815 | | | — | | | 1,252,815 | |
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Units outstanding at March 31, 2014 | | | 35,745,060 | | | — | | | 35,745,060 | |
Units issued under the DRIP | | | 2,243,664 | | | — | | | 2,243,664 | |
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Units outstanding at March 31, 2015 | | | 37,988,724 | | | — | | | 37,988,724 | |
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Managing Member units |
The managing member units are held by Niska Gas Storage Management LLC, (the "Managing Member" or the "Manager"), which has a 1.80% managing member interest in Niska Partners. The operating agreement provides that the managing member interest entitles the Manager the right to receive distributions of Available Cash (as defined in the operating agreement) each quarter. |
The Manager has sole responsibility for conducting the Company's business and for managing its operations. Pursuant to the operating agreement, the Manager has delegated the power to conduct Niska Partners' business and manage its operations to the Company's board of directors, of which all of the members are appointed by the Manager. |
The Manager has agreed not to withdraw voluntarily prior to March 31, 2020 subject to certain conditions outlined in the operating agreement. Prior to that time, the Manager may not be removed unless that removal is approved by the vote of the holders of not less than 662/3% of the outstanding units, voting together as a single class, including units held by the Manager and its affiliates. Any removal of the Manager is also subject to the approval of a successor manager by the vote of the holders of a majority of the outstanding common units and notional subordinated units, voting as separate classes. The ownership of more than 331/3% of the outstanding units by the Manager and its affiliates gives them the ability to prevent the Manager's removal. At March 31, 2015, Sponsor Holdings, which is an affiliate of the Manager, owned approximately 53.93% of the outstanding common and all of the notional subordinated units. At any time, the owners of the Manager may sell or transfer all or part of their ownership interests in the Manager to an affiliate or a third-party without the approval of the unitholders. |
Common units |
The common units are a class of non-managing membership interests in Niska Partners. The holders of the common units are entitled to participate in the Company's distributions and exercise the rights and privileges available to members under the Company's operating agreement. The operating agreement provides that the common unitholders have the right to receive distributions of Available Cash (as defined in the operating agreement) each quarter in an amount equal to $0.35 per common unit (the "Minimum Quarterly Distribution"), plus any arrearages in the payment of the Minimum Quarterly Distribution. |
Within 45 days after the end of each quarter Niska Partners may make cash distributions to the members of record on the applicable record date. Niska Partners distributed $39.7 million and $52.3 million to the holders of common units and the Managing Member during the years ended March 31, 2015 and 2014, respectively. On January 28 and May 6, 2015, the Company's Board of Directors suspended the quarterly distribution to common unitholders for the third and fourth quarters of fiscal 2015, respectively. |
Subordinated units |
All of the subordinated units were held by Sponsor Holdings. |
On April 2, 2013, the Company completed an equity restructuring which permanently eliminated Niska Partners' subordinated units and previous incentive distribution rights in return for the new IDRs. However, for a period of five years, and provided that the Carlyle/Riverstone Funds continue to own a majority of both the managing member and the new IDRs, the Carlyle/Riverstone Funds will be deemed to own 33.8 million "Notional Subordinated Units" in connection with votes to remove and replace the managing member. These Notional Subordinated Units are not entitled to distributions, but preserve the Carlyle/Riverstone Fund's voting rights with respect to the removal of the managing member. |
Unit-Based Performance Plan |
The Company maintains compensatory unit-based performance plans (the "Plans") to provide long-term incentive compensation for certain employees and directors, and to align their economic interest with those of common unitholders. The Plans are administered by the Compensation Committee of the Board of Directors and permit the grant of unit awards, restricted units, phantom units, unit options, unit appreciation rights, other unit-based awards, distribution equivalent rights and substitution awards. Unit-based awards are settled either in cash or in common units following the satisfaction of certain time and/or performance criteria. |
Unit-based awards are classified as liabilities when expected to be settled in cash or when the Company has the option to settle in cash or equity. This accounting treatment has resulted from the Company's historical practice of choosing to settle this type of award in cash. When awards are classified as liabilities, the fair value of the units granted is determined on the date of grant and is re-measured at each reporting period until the settlement date. The fair value at each re-measurement date is equal to the settlement expected to be incurred based on the anticipated number of units vested adjusted for (i) the passage of time and (ii) the payout threshold associated with the performance targets which the Company expects to achieve compared to its established peers. The performance criterion is based on total unitholder return ("TUR") metrics compared to such metrics of a select group of the Company's peers. The TUR metrics reflect the Company's percentile ranking during the applicable performance period compared to a peer group. The pro-rata number of units vested is calculated as the number of performance awards multiplied by the percentage of the requisite service period. |
Unit-based awards that are expected to be settled in units are classified as equity. The fair value of the units granted is determined on the date of grant and is amortized to equity using the straight-line method over the vesting period. Each equity settled award permits the holder to receive one common unit on the vesting date. The authorized number of common units that could be delivered under the Plans amounted to 3,380,474 units. As of March 31, 2015, there were 3,303,473 units (March 31, 2014—3,319,503 units) available for delivery. Of the total number available for delivery as of March 31, 2015, 808,081 units have been reserved for outstanding equity settled awards (nil as of March 31, 2014). |
All of the granted unit-based awards have the right to receive additional units in lieu of cash distributions paid on the outstanding units. The typical vesting period ranges from two to three years from the date of grant. Upon vesting, the units to be used to settle equity awards will come from the Company's authorized but unissued common units. |
The following tables summarize the Company's unit-based awards outstanding and nonvested unit-based awards as of March 31, 2015: |
|
| | Number of | | Number of | | Total Units | |
Time-Based | Performance- |
Units | Based Units |
Unit-based awards outstanding—beginning of the year | | | 835,360 | | | 487,200 | | | 1,322,560 | |
Granted | | | 914,045 | | | — | | | 914,045 | |
Exercised | | | (501,883 | ) | | (238,204 | ) | | (740,087 | ) |
Forfeited | | | (161,597 | ) | | (64,638 | ) | | (226,235 | ) |
Distribution equivalent rights | | | 113,416 | | | 30,321 | | | 143,737 | |
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Unit-based awards outstanding—end of the year | | | 1,199,341 | | | 214,679 | | | 1,414,020 | |
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| | Number of | | Number of | | Total Units | |
Time-Based | Performance- |
Units | Based Units |
Non-vested unit-based awards—beginning of the year | | | 466,858 | | | 312,764 | | | 779,622 | |
Granted | | | 914,045 | | | — | | | 914,045 | |
Vested | | | (133,380 | ) | | (63,769 | ) | | (197,149 | ) |
Forfeited | | | (159,737 | ) | | (62,778 | ) | | (222,515 | ) |
Distribution equivalent rights | | | 111,555 | | | 28,462 | | | 140,017 | |
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Non-vested unit-based awards—end of the year | | | 1,199,341 | | | 214,679 | | | 1,414,020 | |
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As of March 31, 2015, outstanding unit-based awards classified as liability and equity amounted to 701,285 units and 712,735 units, respectively. Of the outstanding unit-based awards classified as liability, 95,347 units could be settled in cash or units. |
Information on weighted average unit price at grant date and number of unit-based awards granted is as follows: |
|
| | Year ended March 31, | |
| | 2015 | | 2014 | | 2013 | |
Weighted average price per unit at grant date | | $ | 9.43 | | $ | 12.68 | | $ | 9.99 | |
Number of unit-based awards granted | | | 914,045 | | | 438,036 | | | 695,349 | |
Unit-based compensation for the year ended March 31, 2015 was a recovery of $1.6 million and an expense of $11.2 million and $7.0 million for the years ended March 31, 2014 and 2013 respectively. Amounts paid to employees for unit-based awards settled in cash for the years ended March 31, 2015, 2014 and 2013 were $10.6 million, $2.3 million and $ nil, respectively. No equity awards were settled during the years ended March 31, 2015, 2014 and 2013. |
As of March 31, 2015, there was $5.1 million (March 31, 2014—$5.9 million) of total unrecognized compensation cost related to nonvested unit-based awards granted that were subject to both time and performance conditions. That cost is expected to be recognized over the next three years. |
Incentive distribution rights |
IDRs are a separate interest and represent participating securities. The IDRs entitle the Carlyle/Riverstone Funds to receive 48% of any quarterly cash distributions after Niska Partners' common unitholders have received the full minimum quarterly distribution ($0.35 per unit) for each quarter plus any arrearages from prior quarters. To date, the Company has not made any payments with respect to the IDRs. |
Earnings per unit |
Niska Partners uses the two-class method for allocating earnings per unit ("EPU"). The two-class method requires the determination of net income allocated to member interests as shown below. Net earnings (loss) for the years ended March 31, 2015 and 2014, after the allocation to Managing Member's interest, was only attributable to common unitholders as a result of cancellation of the Company's subordinated units at the beginning of fiscal 2014. The cancellation of subordinated units did not impact the calculation of earnings per unit in fiscal 2013. |
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| | Year ended March 31, | |
| | 2015 | | 2014 | | 2013 | |
Numerator: | | | | | | | | | | |
Net earnings (loss) | | $ | (350,656 | ) | $ | (8,957 | ) | $ | (43,601 | ) |
Less: | | | | | | | | | | |
Managing Member's interest | | | 6,352 | | | 171 | | | 863 | |
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Net earnings (loss) attributable to common and subordinated unitholders | | $ | (344,304 | ) | $ | (8,786 | ) | $ | (42,738 | ) |
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Denominator: | | | | | | | | | | |
Basic: | | | | | | | | | | |
Weighted average units outstanding | | | 36,882,713 | | | 34,941,036 | | | 68,296,990 | |
Diluted: | | | | | | | | | | |
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Weighted average units outstanding | | | 36,882,713 | | | 34,941,036 | | | 68,296,990 | |
Earnings (loss) per unit allocated to common unitholders | | | | | | | | | | |
—basic and diluted | | $ | (9.34 | ) | $ | (0.25 | ) | $ | (0.63 | ) |
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Earnings (loss) per unit allocated to subordinated unitholders | | | | | | | | | | |
—basic and diluted | | $ | — | | $ | — | | $ | (0.63 | ) |
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The Company maintains a unit-based compensation plan that could dilute EPU in future periods. Because those awards were anti-dilutive for fiscal 2015, the EPU calculation above excludes a weighted average of 451,001 unit-based awards that will be settled as equity. Niska Partners did not have unit-based awards that could dilute future EPU during fiscal 2014 and fiscal 2013. |
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