11. Net Income Per Unit from continuing operations

The general partner’s and common unit holders’ interests in net income are calculated as if all net income for periods subsequent to April 4, 2007 were distributed according to the terms of the Partnership’s Limited Partnership Agreement (the “Partnership Agreement”), regardless of whether those earnings would or could be distributed. The Partnership Agreement does not provide for the distribution of net income; rather, it provides for the distribution of “available cash”, which is a contractually defined term that generally means all cash on hand at the end of each quarter after establishment of cash reserves determined by the Partnership’s board of directors to provide for the proper resources for the Partnership’s business. Unlike available cash, net income is affected by non-cash items. The Partnership follows the guidance relating to the Application of the Two-Class Method and its application to Master Limited Partnerships and considers whether the incentive distributions of a master limited partnership represent a participating security when considered in the calculation of earnings per unit under the Two-Class Method.

The Partnership also considers whether the Partnership Agreement contains any contractual limitations concerning distributions to the incentive distribution rights that would impact the amount of earnings to allocate to the incentive distribution rights for each reporting period.

Under the Partnership Agreement, the holder of the incentive distribution rights in the Partnership, which is currently CGP, assuming that there are no cumulative arrearages on common unit distributions, has the right to receive an increasing percentage of cash distributions after the minimum quarterly distribution. The Partnership also excluded the effect of the 12,983,333 Class B Convertible Preferred Units in calculating dilutive Earnings Per Unit (“EPU”) for the six-month periods ended June 30, 2019 and 2018, as they were anti-dilutive.

As of June 30, 2018 the Partnership excluded the effect of 77,857 (adjusted for the March 2019 reverse split) non-vested unit awards in calculating dilutive EPU for its common unitholders, as they were anti-dilutive. The non-vested units were participating securities because they received distributions from the Partnership and these distributions did not have to be returned to the Partnership if the non-vested units were forfeited by the grantee. All awards vested on December 31, 2018.

The Partnership’s net income for the six-month periods ended June 30, 2019 and 2018 did not exceed the First Target Distribution Level of $1.6975 per unit per quarter, as such term is defined in the Partnership Agreement, and as a result, the assumed distribution of net income did not result in the use of increasing percentages to calculate CGP’s interest in net income.

The Two-Class Method was used to calculate EPU as follows:


BASIC and DILUTED	For the six-month periods ended June 30,
Numerators	2019		2018
Partnership’s net income from continuing operations	$	15,265	$	7,164
Less:
Preferred unit holders’ interest in Partnership’s net income from continuing operations		8,996		5,550
General Partner’s interest in Partnership’s net income from continuing operations		118		30
Partnership’s net income from continuing operations allocable to unvested units		-		7
Common unit holders’ interest in Partnership’s net income from continuing operations	$	6,151	$	1,577
Denominators
Weighted average number of common units outstanding, basic and diluted		18,178,100		18,100,241
Net income from continuing operations per common unit:
Basic and diluted	$	0.34	$	0.09