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Net Income Per Limited Partner Unit
12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Net Income Per Limited Partner Unit

Note 23. NET INCOME PER LIMITED PARTNER UNIT

In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income as specified in the Partnership Agreement. Net income per unit applicable to limited partners is computed by dividing the limited partners’ interest in net income, after deducting the IDRs, by the weighted-average number of outstanding common units.

Since February 6, 2020, our common units are the only participating securities. See “Equity Restructuring” below for additional information.

The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per limited partner unit for the following periods (in thousands, except unit and per unit amounts):

 

 

 

Years Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Distributions paid

 

$

77,791

 

 

$

72,427

 

 

$

75,599

 

Allocation of distributions in excess of net income

 

 

29,532

 

 

 

(54,884

)

 

 

(71,927

)

Limited partners’ interest in net income - basic and

   diluted

 

$

107,323

 

 

$

17,543

 

 

$

3,672

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average limited partnership units

   outstanding - basic

 

 

37,369,487

 

 

 

34,454,369

 

 

 

34,345,298

 

Adjustment for phantom units(a)

 

 

 

 

 

30,432

 

 

 

 

Weighted average limited partnership units

   outstanding - diluted

 

 

37,369,487

 

 

 

34,484,801

 

 

 

34,345,298

 

Net income per limited partnership unit - basic and

   diluted

 

$

2.87

 

 

$

0.51

 

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions paid per common unit

 

$

2.1000

 

 

$

2.1000

 

 

$

2.2025

 

Distributions declared (with respect to each

   respective period) per common unit

 

$

2.1000

 

 

$

2.1000

 

 

$

2.1000

 

   

 

(a)

Excludes 13,364 and 19,075 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for 2020 and 2018, respectively.

Equity Restructuring

 

On January 15, 2020, the Partnership entered into an Equity Restructuring Agreement (the “Equity Restructuring Agreement”) with the General Partner and Dunne Manning CAP Holdings II LLC (“DM CAP Holdings”), a wholly owned subsidiary of DMP.

Pursuant to the Equity Restructuring Agreement, all of the outstanding IDRs of the Partnership, all of which were held by DM CAP Holdings, were cancelled and converted into 2,528,673 newly-issued common units representing limited partner interests in the Partnership based on a value of $45 million and calculated using the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the execution of the Equity Restructuring Agreement (the “20-day VWAP”).

This transaction closed on February 6, 2020, after the record date for the distribution payable on the Partnership’s common units with respect to the fourth quarter of 2019.

Simultaneously with the closing of the equity restructuring, the General Partner executed and delivered the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Second Amended and Restated Partnership Agreement”) to give effect to the Equity Restructuring Agreement.

The Second Amended and Restated Partnership Agreement amended and restated the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 30, 2012, as amended, in its entirety to, among other items, (i) reflect the cancellation of the IDRs and (ii) eliminate certain legacy provisions that no longer apply, including provisions related to the IDRs and subordinated units of the Partnership that were formerly outstanding.

The terms of the Equity Restructuring Agreement were approved by the independent conflicts committee of the Board.