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Partners’ Capital

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Partners’ Capital

12. Partners’ Capital

General: The Partnership’s Limited Partnership Agreement (the “Partnership Agreement”) requires that within 45 days after the end of each quarter, beginning with the quarter ending June 30, 2007, all of the Partnership’s available cash be distributed to unit holders.

Definition of Available Cash: Available Cash, for each fiscal quarter, consists of all cash on hand at the end of the quarter:

	•	less the amount of cash reserves established by our board of directors to:
		• provide for the proper conduct of the Partnership’s business (including reserves for future capital expenditures and for our anticipated credit needs);
		• comply with applicable law, any of the Partnership’s debt instruments, or other agreements; or
		• provide funds for distributions to the Partnership’s unit holders and to the general partner for any one or more of the next four quarters;
	•	plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our credit agreements and in all cases are used solely for working capital purposes or to pay distributions to partners subject to certain exceptions set forth in the Partnership Agreement.

General Partner Interest and IDRs: As of December 31, 2022, the general partner has a 1.69% interest in the Partnership (excluding treasury units) and holds the IDRs. In accordance with Section 5.2(b) of the Partnership Agreement, upon the issuance of additional units by the Partnership, the general partner may elect to make a contribution to the Partnership to maintain its general partner interest.

IDRs represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. According to the Partnership Agreement, as amended in 2014, the following table illustrates the percentage allocations of the additional available cash from operating surplus among the unit holders and general partner up to the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the unit holders and general partner in any available cash from operating surplus that is being distributed up to and including the corresponding amount in the column “Total Quarterly Distribution Target Amount per Unit,” until available cash from operating surplus the Partnership distributes reaches the next target distribution level, if any. The percentage interests shown for the unit holders and general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown below assume that the Partnership’s general partner maintains a 2% general partner interest and that it has not transferred its IDR.

12. Partners’ Capital - Continued

Partners’ Capital - Schedule of Incentive Distributions (Table)

			Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Target Amount per Unit		Unitholders		General Partner
Minimum Quarterly Distribution	$1.6275		98%		2%
First Target Distribution	up to $1.6975		98%		2%
Second Target Distribution	above $1.6975 up to $1.8725		85%		15%
Third Target Distribution	above $1.8725 up to $2.0475		75%		25%
Thereafter	above $2.0475		65%		35%

Following the 2014’s annual general meeting, CGP unilaterally notified the Partnership that it has decided to waive its rights to receive quarterly incentive distributions between $1.6975 and $1.75. This waiver effectively increases the First Target Distribution and the lower band of the Second Target Distribution (as referenced in the table above) from $1.6975 to $1.75.

Distributions of Available Cash from Operating Surplus: Our Partnership Agreement requires that we make distributions of available cash from operating surplus for any quarter after the subordination period in the following manner assuming that the Partnership’s general partner maintains a 2% general partner interest:

	•	first, 98% to all unit holders, pro rata, and 2% to our general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and
	•	thereafter, in the manner described in the above table.

Common Units

On October 12, 2022, the Partnership transferred 505,204 common units to CMTC out of the Partnership’s Treasury units with a value at the time of transfer of $6,583, in connection with the acquisition of the M/V Manzanillo Express from CMTC (Notes 4, 5).

On September 3, 2021, the Partnership issued 1,153,846 common units to CGC, as part of the consideration for the acquisition of the LNG/C Aristos I and the LNG/C Aristarchos (Notes 4, 5).

On January 25, 2021, the Partnership’s Board of Directors approved a unit repurchase plan for an amount of $30,000 to be used for repurchasing the Partnership’s common units over the period of up to two years through January 2023. The Partnership could repurchase these units in the open market or in privately negotiated transactions, at times and prices that were considered to be appropriate by the Partnership. For the years ended December 31, 2022 and 2021, the Partnership completed the repurchase of 389,962 and 382,250 units paying an average price per unit of $15.13 and $11.74 plus repurchasing expenses, respectively. These units are held as treasury units and are recorded as a reduction in the Partnership’s Partners’ Capital as of December 31, 2022 and 2021, respectively.

On January 26, 2023, the Partnership’s Board of Directors authorized a new unit repurchase plan, replacing the earlier plan (the “Repurchase Plan”) (Note 16).

During 2022, the Partnership reserve for issuance a maximum number of 750,000 restricted common units. As a result, the total number of restricted common units reserved and issued is 1,045,000 under its Omnibus Incentive Compensation Plan (Note 13).

As of December 31, 2022 and 2021 our partners’ capital included the following units:

Partners’ Capital - Partnership units (Table)

	As of December 31, 2022		As of December 31, 2021
Common units	20,255,707		19,394,696
General partner units	348,570		348,570
Treasury Units	566,239		382,250
Total partnership units	21,170,516		20,125,516

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- Definition

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

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