Equity | 5. Equity Series A Preferred Units On May 29, 2018 (the “Closing Date”), we entered into a Series A Preferred Unit Purchase Agreement (the “Preferred Unit Purchase Agreement”) with an entity controlled by Charles C. Stephenson, Jr. (the “Purchaser”), an affiliate of our General Partner, where we issued and sold in a private placement 5,769,231 Series A Preferred Units representing limited partner interests in the Partnership (the “Preferred Units”) to the Purchaser for a cash purchase price of $7.54 per Preferred Unit, resulting in gross proceeds to the Partnership of $43.5 million. We used proceeds from the transaction to reduce outstanding borrowings on our revolving credit facility. Concurrent with the closing of this transaction, we entered into an amended and restated Credit Agreement dated as of May 29, 2018, to amend and restate the terms of our credit facility, as more fully described in Note 3. The Preferred Unit Purchase Agreement contains customary representations, warranties, and covenants of the Partnership and the Purchaser. The Partnership and the Purchaser agreed to indemnify each other and their respective officers, directors, managers, employees, agents, counsel, accountants, investment bankers, and other representatives against certain losses resulting from breaches of their respective representations, warranties, and covenants, subject to certain negotiated limitations and survival periods set forth in the Preferred Unit Purchase Agreement. Pursuant to the Preferred Unit Purchase Agreement, and in connection with the closing of this transaction, our General Partner executed the First Amendment to First Amended and Restated Agreement of Limited Partnership of the Partnership, which authorizes and establishes the rights and preferences of the Preferred Units. The Preferred Units have voting rights that are identical to the voting rights of the common units into which such Preferred Units would be converted at the then-applicable conversion rate. The Purchaser is entitled to receive quarterly distributions that represent an annual return of 9.5% on the Preferred Units. Of this 9.5% annual return, we are required to pay at least 2.5% in cash and will have the option to pay the remaining 7.0% in kind (in the form of issuing additional preferred units) for the first twelve quarters after the Closing Date. After the third anniversary of the Closing Date, the Purchaser will have the option to convert the Preferred Units into common units on a one-for-one basis. If certain conditions are met after the third anniversary of the Closing Date, we will have the option to cause the Preferred Units to convert to common units. After the third anniversary of the Closing Date, we will also have the option to redeem the Preferred Units. We may redeem the Preferred Units (a) at any time after the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date at a redemption price equal to 105% of the issue price, and (b) at any time after the fourth anniversary of the Closing Date at a redemption price equal to 101% of the issue price. Earnings Per Unit Our net income Income attributable to our preferred unitholder Net income attributable to noncontrolling interests Net income attributable to common unitholders Basic net income per common limited partner unit net income attributable to common unitholders Diluted net income per common limited partner unit The following table summarizes the calculation of the basic net income per common limited partner unit Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 (in thousands, except per unit data) Net income attributable to common unitholders $ 3,813 $ 3,620 $ 8,713 $ 7,385 Weighted average common units outstanding 12,065 11,940 12,030 11,924 Basic net income per common limited partner unit $ 0.32 $ 0.30 $ 0.72 $ 0.62 The following table summarizes the calculation of the diluted net income per common limited partner unit Three Months Ended September 30 Nine Months Ended September 30 2019 2018 2019 2018 (in thousands, except per unit data) Net income attributable to common unitholders $ 3,813 $ 3,620 $ 8,713 $ 7,385 Net income attributable to preferred unitholder 1,033 1,045 3,099 1,412 Net income attributable to limited partners $ 4,846 $ 4,665 $ 11,812 $ 8,797 Weighted average common units outstanding 12,065 11,940 12,030 11,924 Effect of dilutive securities: Weighted average preferred units outstanding 5,769 5,769 5,769 2,628 Long-term incentive plan unvested units 516 431 408 418 Diluted weighted average common units outstanding 18,350 18,140 18,207 14,970 Diluted net income per common limited partner unit $ 0.26 $ 0.26 $ 0.65 $ 0.59 Cash Distributions The following table summarizes the cash distributions declared and paid to our common unitholders for 2018 and 2019: Payment Date Per Unit Cash Total Cash Total Cash (in thousands) February 14, 2018 $ 0.21 $ 2,498 $ 1,599 May 15, 2018 0.21 2,506 1,604 August 14, 2018 0.21 2,506 1,604 November 14, 2018 0.21 2,509 1,606 Total 2018 Distributions $ 0.84 $ 10,019 $ 6,413 February 14, 2019 $ 0.21 $ 2,510 $ 1,606 May 15, 2019 0.21 2,531 1,622 August 14, 2019 0.21 2,534 1,624 November 14, 2019 (b) 0.21 2,534 1,627 Total 2019 Distributions (to date) $ 0.84 $ 10,109 $ 6,479 (a) 64% of the Partnership’s outstanding common units at September 30, 2019 were held by affiliates. (b) Third quarter 2019 distribution was declared and will be paid in the fourth quarter of 2019. The following table summarizes the distributions paid to our preferred unitholder for 2018 and 2019: Payment Date Cash Paid-in-Kind Total (in thousands) November 14, 2018 (a) $ 1,412 $ — $ 1,412 Total 2018 Distributions $ 1,412 $ — $ 1,412 February 14, 2019 $ 1,033 $ — $ 1,033 May 15, 2019 1,033 — 1,033 August 14, 2019 1,033 — 1,033 November 14, 2019 (b) 1,033 — 1,033 Total 2019 Distributions $ 4,132 $ — $ 4,132 (a) This distribution relates to the period from May 29, 2018 (date of preferred unit issuance) through September 30, 2018. (b) Third quarter 2019 distribution was declared and will be paid in the fourth quarter of 2019. Equity Compensation Our General Partner has adopted a long-term incentive plan (“LTIP”) that authorizes the issuance of up to 2.5 million common units. Certain directors and employees of the Partnership have been awarded phantom restricted units (“Units”) under the terms of the LTIP in the form of time-based unit awards (“Service Units”), performance-based unit awards (“Performance Units”) and market-based unit awards (“Market Units”). We recorded expense of $0.7 million and $0.9 million during the nine months ended September 30, 2019 and 2018, respectively, related to the Unit awards. Time-Based Unit Awards Nine Months Ended September 30, 2019 2018 Weighted Weighted Average Average Grant Grant Number Date Fair Number Date Fair of Units Value / Unit of Units Value / Unit Unvested units at January 1 873,061 $ 5.83 587,014 $ 8.56 Units granted 201,306 $ 4.40 396,484 $ 3.24 Units vested (140,556 ) $ 8.56 (68,038 ) $ 14.10 Units forfeited (61,774 ) $ 6.22 (44,383 ) $ 5.76 Unvested units at September 30 872,037 $ 5.04 871,077 $ 5.85 Performance-Based Unit Awards In addition, in the third quarter of 2019, we granted Performance Units to certain employees that are subject to performance conditions in addition to the service condition. These Performance Units will vest in April 2022, April 2023, April 2024, or not at all, depending on our performance relative to a specified profitability target. We recognize compensation expense on a straight-line basis over the estimated vesting period of the grant. We adjust the life-to-date expense recognized for the Performance Units for any changes in our estimates of the number of units that will vest and the timing of vesting. We account for forfeitures when they occur. The Performance Units granted in the third quarter of 2019 had an estimated grant date fair value of $4.19 per unit and are being expensed over a service period of 3.73 years. Total unearned compensation associated with the Performance Units at September 30, 2019 was $0.4 million with an average remaining life of 2.88 years. The unvested Performance Units at September 30, 2019 also include one grant of 72,046 units that vests in November 2021, contingent upon the recipient meeting certain specified performance targets. Nine Months Ended September 30, 2019 2018 Weighted Weighted Average Average Grant Grant Number Date Fair Number Date Fair of Units Value / Unit of Units Value / Unit Unvested units at January 1 101,648 $ 5.11 77,495 $ 7.75 Units granted 89,402 $ 4.19 — $ — Units vested (6,167 ) $ 6.54 (7,184 ) $ 8.49 Units forfeited (24,310 ) $ 6.45 (40,709 ) $ 8.49 Unvested units at September 30 160,573 $ 4.34 29,602 $ 6.54 Market-Based Unit Awards Nine Months Ended Weighted Average Grant Number Date Fair of Units Value / Unit Unvested units at January 1 — Units granted 89,403 $ 3.54 Units vested — Units forfeited (875 ) $ 3.54 Unvested units at September 30 88,528 $ 3.54 |