Net Income Per Limited Partner Unit

12 Months Ended

Dec. 31, 2022

Note 21. NET INCOME PER LIMITED PARTNER UNIT

We 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 by the weighted-average number of outstanding common units.

We applied the if-converted method to the preferred membership interests in accordance with Accounting Standards Update No. 2020-06 for purposes of computing diluted earnings per unit.

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,
	2022			2021			2020
Numerator:
Distributions paid	$	79,625		$	79,552		$	77,751
Allocation of distributions in excess of net income		(17,655	)		(57,898	)		29,572
Limited partners’ interest in net income - basic and diluted	$	61,970		$	21,654		$	107,323
Denominator:
Weighted average common units outstanding - basic		37,916,829			37,880,910			37,369,487
Adjustment for phantom units and performance awards(a)		142,945			3,214			—
Weighted average common units outstanding - diluted		38,059,774			37,884,124			37,369,487
Net income per common unit - basic and diluted	$	1.63		$	0.57		$	2.87

Distributions paid per common unit	$	2.1000		$	2.1000		$	2.1000
Distributions declared (with respect to each respective period) per common unit	$	2.1000		$	2.1000		$	2.1000

(a)

For 2022, 835,551 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. For 2020, 13,364 potentially dilutive units were excluded from the calculation of diluted earnings per common unit because including them would have been antidilutive.

Distributions

Quarterly distribution activity to common unitholders for 2022 was as follows:

Quarter Ended

Record Date

Payment Date

Cash
Distribution
(per unit)

Cash
Distribution
(in thousands)

December 31, 2021

February 3, 2022

February 10, 2022

0.5250

19,896

March 31, 2022

May 3, 2022

May 11, 2022

0.5250

19,904

June 30, 2022

August 3, 2022

August 10, 2022

0.5250

19,913

September 30, 2022

November 3, 2022

November 10, 2022

0.5250

19,912

December 31, 2022

February 3, 2023

February 10, 2023

0.5250

19,917

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

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.

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