NET LOSS PER LIMITED PARTNER UNIT AND DISTRIBUTIONS | NET LOSS PER LIMITED PARTNER UNIT AND DISTRIBUTIONS Net Loss Per Limited Partner Unit The following is a reconciliation of net loss attributable to limited partners and the limited partner units used in the basic and diluted earnings per unit calculations for the three and six months ended June 30, 2016 and 2015 (in thousands, except unit and per unit data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net loss $ (7,396 ) $ (15,451 ) $ (22,915 ) $ (29,356 ) General partner unit in-kind distribution (26 ) (61 ) (26 ) (137 ) Net loss attributable to Holdings — (1,103 ) — (4,258 ) Net loss attributable to partners $ (7,422 ) $ (14,409 ) $ (22,941 ) $ (25,235 ) General partner's interest (1) $ (156 ) $ (306 ) $ (465 ) $ (561 ) Class B Convertible limited partner interest (1) (1,890 ) (3,981 ) (6,081 ) (7,100 ) Limited partners' interest (1) Common $ (3,953 ) $ (6,928 ) $ (11,782 ) $ (11,830 ) Subordinated (1,423 ) (3,194 ) (4,613 ) (5,744 ) (1) General Partner's and limited partners’ interests are calculated based on the allocation of net losses for the period, net of the General Partner unit in-kind distributions. The Class B convertible unit (“Class B Convertible Units”) interest is calculated based on the allocation of only net losses for the period. Three Months Ended June 30, Six Months Ended June 30, Common Units 2016 2015 2016 2015 Interest in net loss $ (3,953 ) $ (6,928 ) $ (11,782 ) $ (11,830 ) Effect of dilutive units - numerator (1) — — — — Dilutive interest in net loss $ (3,953 ) $ (6,928 ) $ (11,782 ) $ (11,830 ) Weighted-average units - basic 33,920,732 26,476,520 31,183,306 25,143,455 Effect of dilutive units - denominator (1) — — — — Weighted-average units - dilutive 33,920,732 26,476,520 31,183,306 25,143,455 Basic and diluted net loss per common unit $ (0.12 ) $ (0.26 ) $ (0.38 ) $ (0.47 ) Three Months Ended June 30, Six Months Ended June 30, Subordinated Units 2016 2015 2016 2015 Interest in net loss $ (1,423 ) $ (3,194 ) $ (4,613 ) $ (5,744 ) Effect of dilutive units - numerator (1) — — — — Dilutive interest in net loss $ (1,423 ) $ (3,194 ) $ (4,613 ) $ (5,744 ) Weighted-average units - basic 12,213,713 12,213,713 12,213,713 12,213,713 Effect of dilutive units - denominator (1) — — — — Weighted-average units - dilutive 12,213,713 12,213,713 12,213,713 12,213,713 Basic and diluted net loss per subordinated unit $ (0.12 ) $ (0.26 ) $ (0.38 ) $ (0.47 ) (1) Because we had a net loss for all periods for common units and the subordinated units, the effect of the dilutive units would be anti-dilutive to the per unit calculation. Therefore, the weighted average units outstanding are the same for basic and dilutive net loss per unit for those periods. The weighted average units that were not included in the computation of diluted per unit amounts was 55,202 and 7,074 for the three and six months ended June 30, 2016, respectively. Our calculation of the number of weighted-average units outstanding includes the common units that have been awarded to our directors that are deferred under our Non-Employee Director Deferred Compensation Plan. Distributions Our agreement of limited partnership (as amended and restated, the “Partnership Agreement”), requires that within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date, as determined by our General Partner. There is no guarantee that we will pay the minimum quarterly distribution on our units in any quarter. Beginning with the third quarter of 2014, until such time that we have a distributable cash flow divided by cash distributions ratio (“Distributable Cash Flow Ratio”) of at least 1.0 , Holdings, the indirect holder of all of our subordinated units, waived the right to receive distributions on any subordinated units that would cause the Distributable Cash Flow Ratio to be less than 1.0 . In addition, the Credit Agreement Amendment (as defined in Note 6) imposed additional restrictions on our ability to declare and pay quarterly cash distributions with respect to our subordinated units. See Note 6. Cash Distributions The board of directors of our General Partner voted not to pay a quarterly distribution with respect to the fourth quarter of 2015 and the first and second quarters of 2016 and instead, based on current conditions, to reserve any excess cash for the operation of our business. The board of directors of our General Partner and our management believe this suspension to be in the best interest of our unitholders. The board of directors and management will continue to evaluate the Partnership's ability to reinstate the distribution in future periods. See Note 1. Holdings did not receive a distribution for the first quarter of 2015 in respect of the 4.5 million common units acquired by it in connection with the 2015 Holdings Acquisition. Paid In-Kind Distributions Class B Convertible Units. As of June 30, 2016 , the Class B Convertible Units consisted of 16,522,484 of such units including the additional Class B Convertible Units issued in-kind as a distribution (“Class B PIK Units”). The Class B Convertible Units are not participating securities for purposes of the earnings per unit calculation. Commencing with the quarter ended September 30, 2014 and until converted, as long as certain requirements are met, the holders of the Class B Convertible Units will receive quarterly distributions in an amount equal to $0.3257 per unit. These distributions will be paid quarterly in Class B PIK Units within 45 days after the end of each quarter. Our General Partner was entitled, and has exercised its right, to retain its 2.0% general partner interest in us in connection with the original issuance of the Class B Convertible Units. In connection with future distributions of Class B PIK Units, the General Partner is entitled to a corresponding distribution to maintain its 2.0% general partner interest in us. The Class B Convertible Units have the same rights, preferences and privileges, and are subject to the same duties and obligations, as our common units, with certain exceptions. See Note 8. The following table presents the PIK distributions issued on the Class B Convertible Units during 2016 (in thousands, except per unit and in-kind distribution units): Payment Date Attributable to the Quarter Ended Per Unit Distribution In-Kind Class B Convertible Unit In-Kind Class B Convertible Distributions (1) In-Kind Unit to General Partner In-Kind General Partner Distribution Value (1) 2016 August 9, 2016 June 30, 2016 $ 0.3257 289,165 $ 581 5,901 $ 12 May 9, 2016 (2) 0.3257 563,494 1,293 11,499 26 (1) The fair value was calculated as required, based on the common unit price at the quarter end date for the period attributable to the distribution, multiplied by the number of units distributed. (2) We suspended distributions to holders of our Class B Convertible Units for the quarters ended December 31, 2015 and March 31, 2016. However, under the terms of our Partnership agreement, such paid in-kind (“PIK”) distributions continued to accumulate. On May 9, 2016, we issued the accumulated Class B Convertible Units to Holdings and general partner units to our General Partner related to the quarters ended December 31, 2015 and March 31, 2016. |