Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-33147 | |
Entity Registrant Name | Evolve Transition Infrastructure LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3742489 | |
Entity Address, Address Line One | 1360 Post Oak Blvd, Suite 2400 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77056 | |
City Area Code | 713 | |
Local Phone Number | 783-8000 | |
Title of 12(b) Security | Common Units | |
Trading Symbol | SNMP | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 78,723,515 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001362705 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||||
Gathering and transportation sales | $ 785 | |||
Gathering and transportation lease revenues | $ 9,142 | $ 11,339 | $ 18,436 | 23,945 |
Total revenues | 9,142 | 11,339 | 18,436 | 24,730 |
Operating expenses | ||||
Transportation operating expenses | 2,097 | 2,577 | 4,357 | 5,186 |
General and administrative expenses | 2,574 | 4,512 | 9,507 | 8,287 |
Unit-based compensation expense | 206 | 725 | 543 | 1,123 |
Depreciation and amortization | 5,143 | 5,176 | 10,287 | 10,319 |
Accretion expense | 96 | 88 | 189 | 174 |
Total operating expenses | 10,116 | 13,078 | 24,883 | 25,089 |
Other (income) expense | ||||
Interest expense, net | 27,938 | 23,164 | 58,385 | 46,173 |
Loss (earnings) from equity investments | 271 | (3,897) | (328) | (2,695) |
Other income, net | (801) | (8) | (801) | (8) |
Total other expenses | 27,408 | 19,259 | 57,256 | 43,470 |
Total expenses | 37,524 | 32,337 | 82,139 | 68,559 |
Loss before income taxes | (28,382) | (20,998) | (63,703) | (43,829) |
Income tax expense (benefit) | (29) | 39 | 3 | 97 |
Loss from continuing operations | (28,353) | (21,037) | (63,706) | (43,926) |
Income (loss) from discontinued operations | 557 | (1,580) | 1,105 | (20,032) |
Net loss | $ (27,796) | $ (22,617) | $ (62,601) | $ (63,958) |
Loss from continuing operations per unit Common units - Basic and Diluted | $ (0.42) | $ (1.09) | $ (1.20) | $ (2.30) |
Loss from discontinued operations per unit Common units - Basic and Diluted | 0.01 | (0.09) | 0.02 | (1.05) |
Net loss per unit | ||||
Common units - Basic and Diluted (in dollars per share) | $ (0.41) | $ (1.18) | $ (1.18) | $ (3.35) |
Common Units - Basic and Diluted (in units) | 66,913,613 | 19,220,593 | 52,994,963 | 19,113,498 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 5,465 | $ 1,718 |
Accounts receivable | 3,370 | 5,259 |
Prepaid expenses | 837 | 404 |
Fair value of warrants | 764 | |
Current assets from discontinued operations | 380 | 1,602 |
Total current assets | 10,816 | 8,983 |
Oil and natural gas properties and related equipment | ||
Gathering and transportation assets | 101,745 | 105,267 |
Other assets | ||
Intangible assets, net | 125,058 | 131,786 |
Equity investments | 78,249 | 89,635 |
Other non-current assets | 107 | 25 |
Long-term assets from discontinued operations | 18,082 | |
Total assets | 315,975 | 353,778 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,980 | 4,079 |
Accounts payable and accrued liabilities - related entities | 12,869 | 25,737 |
Royalties payable | 359 | 359 |
Short-term debt, net of debt issuance costs | 71,692 | 110,233 |
Class C preferred units | 369,389 | 345,205 |
Current liabilities from discontinued operations | 341 | |
Total current liabilities | 457,289 | 485,954 |
Other liabilities | ||
Long term accrued liabilities - related entities | 14,784 | 12,137 |
Asset retirement obligation | 4,627 | 4,438 |
Other liabilities | 8,061 | 1,766 |
Long-term liabilities from discontinued operations | 3,027 | |
Total other liabilities | 27,472 | 21,368 |
Total liabilities | 484,761 | 507,322 |
Commitments and contingencies (See Note 12) | ||
Partners' deficit | ||
Common units, 78,723,515 and 19,953,880 units issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | (168,786) | (153,544) |
Total partners' deficit | (168,786) | (153,544) |
Total liabilities and partners' capital | $ 315,975 | $ 353,778 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets | ||
Units, issued | 78,723,515 | 19,953,880 |
Units, outstanding | 78,723,515 | 19,953,880 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (62,601) | $ (63,958) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation, depletion and amortization | 3,998 | 5,085 |
Amortization of debt issuance costs | 491 | 366 |
Accretion of Class C discount | 24,184 | 18,046 |
Class C distribution accrual | 24,580 | |
Asset impairments | 23,247 | |
Accretion expense | 262 | 278 |
Distributions from equity investments | 11,946 | 5,234 |
Equity earnings in affiliate | (328) | (2,695) |
Bad debt expense | (1,926) | |
Gain on sale of assets | (334) | |
Mark-to-market on warrant | 6,289 | 166 |
Net (gain) on commodity derivative contracts | (4,178) | |
Net cash settlements received on commodity derivative contracts | 101 | 1,660 |
Gain on Nuvve Holding Warrants | (764) | |
Unit-based compensation | 2,085 | 509 |
Amortization of intangible assets | 6,728 | 6,730 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 2,914 | (6,685) |
Accounts receivable - related entities | 6,719 | |
Prepaid expenses | (242) | 334 |
Other assets | 54 | (110) |
Accounts payable and accrued liabilities | 37,647 | 738 |
Accounts payable and accrued liabilities- related entities | (10,221) | 1,308 |
Other long-term liabilities | 354 | |
Net cash provided by operating activities | 20,637 | 17,374 |
Cash flows from investing activities: | ||
Proceeds from sales of oil and natural gas properties | 15,690 | |
Development of oil and natural gas properties | 5 | |
Construction of gathering and transportation assets | (36) | (132) |
Contributions to equity affiliates | (232) | |
Net cash provided by (used in) investing activities | 15,422 | (127) |
Cash flows from financing activities: | ||
Repayment of debt | (44,500) | (22,000) |
Proceeds from issuance of debt | 5,500 | 2,000 |
Issuance of common units | 7,053 | |
Payments for offering costs | (333) | |
Units tendered by employees for tax withholdings | (41) | |
Debt issuance costs | (32) | (109) |
Net cash used in financing activities | (32,312) | (20,150) |
Net decrease in cash and cash equivalents | 3,747 | (2,903) |
Cash and cash equivalents, beginning of period | 1,718 | 5,099 |
Cash and cash equivalents, end of period | 5,465 | 2,196 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for income tax | 139 | |
Cash paid during the period for interest | $ 1,646 | $ 3,055 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Partners' Capital - USD ($) $ in Thousands | Common Units | Total |
Partner's Deficit at Dec. 31, 2019 | $ (35,800) | $ (35,800) |
Partner's Deficit (in shares) at Dec. 31, 2019 | 20,087,462 | |
Unit-based compensation programs | $ 243 | 243 |
Unit-based compensation programs (in shares) | (23,387) | |
Units tendered by SOG employees for tax withholding | $ (31) | (31) |
Units tendered by SOG employees for tax withholding (in shares) | (88,819) | |
Net loss | $ (41,341) | (41,341) |
Partner's Deficit at Mar. 31, 2020 | $ (76,929) | (76,929) |
Partner's Deficit (in shares) at Mar. 31, 2020 | 19,975,256 | |
Partner's Deficit at Dec. 31, 2019 | $ (35,800) | (35,800) |
Partner's Deficit (in shares) at Dec. 31, 2019 | 20,087,462 | |
Net loss | (63,958) | |
Partner's Deficit at Jun. 30, 2020 | $ (99,291) | (99,291) |
Partner's Deficit (in shares) at Jun. 30, 2020 | 19,955,263 | |
Partner's Deficit at Mar. 31, 2020 | $ (76,929) | (76,929) |
Partner's Deficit (in shares) at Mar. 31, 2020 | 19,975,256 | |
Unit-based compensation programs | $ 266 | 266 |
Unit-based compensation programs (in shares) | (126) | |
Units tendered by SOG employees for tax withholding | $ (11) | (11) |
Units tendered by SOG employees for tax withholding (in shares) | (19,867) | |
Net loss | $ (22,617) | (22,617) |
Partner's Deficit at Jun. 30, 2020 | $ (99,291) | (99,291) |
Partner's Deficit (in shares) at Jun. 30, 2020 | 19,955,263 | |
Partner's Deficit at Dec. 31, 2020 | $ (153,544) | (153,544) |
Partner's Deficit (in shares) at Dec. 31, 2020 | 19,953,880 | |
Unit-based compensation programs | $ 1,879 | 1,879 |
Unit-based compensation programs (in shares) | 1,511,138 | |
Common units issued as Class C Preferred distributions | $ 25,685 | 25,685 |
Common units issued as Class C Preferred distributions (in shares) | 34,720,360 | |
Net loss | $ (34,805) | (34,805) |
Partner's Deficit at Mar. 31, 2021 | $ (160,785) | (160,785) |
Partner's Deficit (in shares) at Mar. 31, 2021 | 56,185,378 | |
Partner's Deficit at Dec. 31, 2020 | $ (153,544) | (153,544) |
Partner's Deficit (in shares) at Dec. 31, 2020 | 19,953,880 | |
Net loss | (62,601) | |
Partner's Deficit at Jun. 30, 2021 | $ (168,786) | (168,786) |
Partner's Deficit (in shares) at Jun. 30, 2021 | 78,723,515 | |
Partner's Deficit at Mar. 31, 2021 | $ (160,785) | (160,785) |
Partner's Deficit (in shares) at Mar. 31, 2021 | 56,185,378 | |
Unit-based compensation programs | $ 206 | 206 |
Issuance of common units, net of offering costs of $0.3 million | $ 6,720 | 6,720 |
Issuance of common units, net of offering costs of $0.3 million (in shares) | 8,774,888 | |
Common units issued as Class C Preferred distributions | $ 12,869 | 12,869 |
Common units issued as Class C Preferred distributions (in shares) | 13,763,249 | |
Net loss | $ (27,796) | (27,796) |
Partner's Deficit at Jun. 30, 2021 | $ (168,786) | $ (168,786) |
Partner's Deficit (in shares) at Jun. 30, 2021 | 78,723,515 |
Organization And Business
Organization And Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization And Business | |
Organization And Business | 1. ORGANIZATION AND BUSINESS Organization We are a publicly-traded limited partnership formed in 2005 focused on the acquisition, development, and ownership of infrastructure critical to the transition of energy supply to lower carbon sources. We own natural gas gathering systems, pipelines, and processing facilities in South Texas and continue to pursue energy transition infrastructure opportunities. Our common units are currently listed on the NYSE American under the symbol “SNMP.” On February 26, 2021, in connection with our management team’s focus on expanding our business strategy to focus on the ongoing energy transition in the industries in which we operate, we changed our name to Evolve Transition Infrastructure LP and our general partner changed its name to Evolve Transition Infrastructure GP LLC. |
Basis Of Presentation And Summa
Basis Of Presentation And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies | |
Basis of Presentation and Significant Accounting Policies | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Accounting policies used by us conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying financial statements include the accounts of us and our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 16, 2021. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not effective, will not have a material impact on our consolidated financial statements upon adoption. In January 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-01 “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” which clarifies the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2020. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. Additionally, in November 2019, the FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which changed the effective date for certain issuers to annual and interim periods in fiscal years beginning after December 15, 2022, and earlier adoption is permitted. We are currently in the process of evaluating the impact of adoption of this guidance on our condensed consolidated financial statements. Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Partnership’s financial position, results of operations and cash flows. Liquidity and Going Concern The Partnership’s inability to generate sufficient liquidity to meet future debt obligations raises substantial doubt regarding our ability to continue as a going concern. The Credit Agreement matures September 30, 2021 and our ability to continue as a going concern is contingent upon our ability to either (i) refinance or extend the maturity of the Credit Agreement, or (ii) obtain adequate new debt or equity financing to repay the Credit Agreement in full at maturity. The consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of substantial doubt as to the Partnership’s ability to continue as a going concern. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material. As disclosed in Note 17 “Subsequent Events,” we have entered into the Commitment Letter (as defined in Note 17 “Subsequent Events”) with RBC pursuant to which we expect to enter into the Twelfth Amendment prior to the current September 30, 2021 maturity date. The Twelfth Amendment will extend the maturity date to September 30, 2023. Use of Estimates The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. The estimates that are particularly significant to our financial statements include estimates of our reserves of natural gas, NGLs and oil; future cash flows from oil and natural gas properties; depreciation, depletion and amortization; asset retirement obligations; certain revenues and operating expenses; fair values of derivatives; and fair values of assets and liabilities. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best judgment using the data available. Management evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from the estimates. Any changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations | |
Discontinued Operations | 3. DISCONTINUED OPERATIONS Palmetto Divestiture On April 30, 2021, but effective March 1, 2021 (the “Palmetto Effective Time”), SEP Holdings IV, LLC (“SEP IV”), a wholly-owned subsidiary of the Partnership entered into a purchase agreement (the “Palmetto PSA”) with Westhoff Palmetto LP (“Palmetto Buyer”), pursuant to which SEP IV sold to Palmetto Buyer specified wellbores and other associated assets located in Gonzales and Dewitt Counties, Texas (the “Palmetto Assets”) for a base purchase price of approximately $11.5 million, which remains subject to customary post-closing adjustments (the “Palmetto Divestiture”). Pursuant to the Palmetto PSA, other than a limited amount of retained obligations, Palmetto Buyer has agreed to assume all obligations relating to the Palmetto Assets that arose on or after the Palmetto Effective Time. The Palmetto PSA contains customary representations and warranties by SEP IV and Palmetto Buyer, and SEP IV and Palmetto Buyer have agreed to customary indemnities relating to breaches of representations, warranties and covenants and the payment of assumed and excluded obligations. The Palmetto Divestiture closed simultaneously with the execution of the Palmetto PSA and we recorded a gain of approximately $0.2 million on the sale. Maverick Divestiture On April 30, 2021, but effective March 1, 2021 (the “Maverick Effective Time”), SEP IV entered into a purchase agreement (the “Maverick PSA”) with Bayshore Energy TX LLC (“Maverick Buyer”), pursuant to which SEP IV sold to Maverick Buyer specified wellbores and other associated assets located in Zavala County, Texas (the “Maverick 1 Assets”) for a base purchase price of approximately $2.8 million, which remains subject to customary post-closing adjustments (the “Maverick 1 Divestiture”). Pursuant to the Maverick PSA, other than a limited amount of retained obligations, Maverick Buyer has agreed to assume all obligations relating to the Maverick 1 Assets that arose on or after the Maverick Effective Time. The Maverick PSA contains customary representations and warranties by SEP IV and Maverick Buyer, and SEP IV and Maverick Buyer agreed to customary indemnities relating to breaches of representations, warranties and covenants and the payment of assumed and excluded obligations. The Maverick 1 Divestiture closed simultaneously with the execution of the Maverick PSA. Also on April 30, 2021, SEP IV entered into a letter agreement with Maverick Buyer (the “Maverick Letter Agreement”) pursuant to which SEP IV agreed to sell additional other specified wellbores and other associated assets located in Zavala and Dimmit Counties, Texas (the “Maverick 2 Assets”) for a base purchase price of approximately $1.4 million (the “Maverick 2 Divestiture”). The closing of the Maverick 2 Divestiture was conditioned upon SEP IV obtaining certain consents and complying with other preferential rights related to the Maverick 2 Assets. Following the entrance into the Maverick Letter Agreement, SEP IV complied with the preferential rights and obtained multiple consents related to the Maverick 2 Assets. SEP IV did not obtain one of the required consents and, as a result, the Maverick 2 Assets subject to such consent were removed from the Maverick 2 Assets included in the Maverick 2 Disposition (the “Updated Maverick 2 Assets”) and the base purchase price was adjusted downward by approximately $30,000. On May 14, 2021, but effective as of the Maverick Effective Time, SEP IV and Maverick Buyer entered into a purchase agreement (the “Maverick 2 PSA”) pursuant to which SEP IV sold to Maverick Buyer the Updated Maverick 2 Assets. Pursuant to the Maverick 2 PSA, other than a limited amount of retained obligations, Maverick Buyer agreed to assume all obligations and liabilities related to the Updated Maverick 2 Assets that arose on or after the Maverick Effective Time. The Maverick 2 PSA contains customary representations and warranties by SEP IV and Maverick Buyer, and SEP IV and Maverick Buyer agreed to customary indemnities relating to breaches of representations, warranties and covenants and the payment of assumed and excluded obligations. The Maverick 2 Divestiture closed simultaneously with the execution of the Maverick 2 PSA. We recorded a net gain of approximately $0.1 million related to the Maverick 1 Divestiture and Maverick 2 Divestiture. Information related to the upstream oil and natural gas assets sold have been reflected in the condensed consolidated financial statements as discontinued operations. The following table presents the results of operations and the gain on disposal which has been included in discontinued operations (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenues Natural gas sales $ 180 $ 84 $ 255 $ 318 Oil sales 930 187 3,236 7,374 Natural gas liquid sales 47 70 182 101 Total revenues 1,157 341 3,673 7,793 Expenses Operating expenses Lease operating expenses 294 1,110 1,776 2,968 Production taxes 54 44 160 150 Gain on sale of assets (334) — (334) — Depreciation, depletion and amortization 122 724 439 1,496 Asset impairments — — — 23,247 Accretion expense 18 52 73 104 Total operating expenses 154 1,930 2,114 27,965 Income (loss) before income taxes 1,003 (1,589) 1,559 (20,172) Income tax expense (benefit) 446 (9) 454 (140) Income (loss) from discontinued operations $ 557 $ (1,580) $ 1,105 $ (20,032) |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition | |
Revenue Recognition | 4. REVENUE RECOGNITION Revenue from Contracts with Customers We account for revenue from contracts with customers in accordance with ASC 606, “Revenue from Contracts with Customers.” The unit of account in ASC 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period of time. ASC 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. Disaggregation of Revenue We recognized revenue of $9.1 million and $18.4 million for the three and six months ended June 30, 2021, respectively. We disaggregate revenue based on type of revenue and product type. In selecting the disaggregation categories, we considered a number of factors, including disclosures presented outside the financial statements, such as in our earnings release and investor presentations, information reviewed internally for evaluating performance, and other factors used by the Partnership or the users of its financial statements to evaluate performance or allocate resources. We have concluded that disaggregating revenue by type of revenue and product type appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Firm Transportation Service Agreement, dated September 1, 2017, by and between Seco Pipeline, LLC and SN Catarina, LLC (the “Seco Pipeline Transportation Agreement”) is the only contract that we account for under ASC 606. The Seco Pipeline Transportation Agreement was terminated by Mesquite effective February 12, 2020. The Gathering Agreement is classified as an operating lease and is accounted for under ASC 842, “Leases” and is reported as gathering and transportation lease revenues in our condensed consolidated statements of operations. We account for income from our unconsolidated equity method investments as earnings from equity investments in our condensed consolidated statements of operations. Earnings from these equity method investments are further discussed in Note 11 “Investments.” Performance Obligations Under that certain firm transportation service agreement with Mesquite, dated as of September 1, 2017 (the “Seco Pipeline Transportation Agreement”), we agreed to provide transportation services of certain quantities of natural gas from the receipt point to the delivery point. Each MMBtu of natural gas transported is distinct and the transportation services performed on each distinct molecule of product is substantially the same in nature. We applied the series guidance and treated these services as a single performance obligation satisfied over time using volumes delivered as the measure of progress. The Seco Pipeline Transportation Agreement required payment within 30 days following the calendar month of delivery. The Seco Pipeline Transportation Agreement contained variable consideration in the form of volume variability. As the distinct goods or services (rather than the series) are considered for the purpose of allocating variable consideration, we have taken the optional exception under ASC 606 which is available only for wholly unsatisfied performance obligations for which the criteria in ASC 606 have been met. Under this exception, neither estimation of variable consideration nor disclosure of the transaction price allocated to the remaining performance obligations is required. Revenue is alternatively recognized in the period that control is transferred to the customer and the respective variable component of the total transaction price is resolved. For forms of variable consideration that are not associated with a specific volume (such as late payment fees) and thus do not meet allocation exception, estimation is required. These fees, however, are immaterial to our condensed consolidated financial statements and have a low probability of occurrence. As significant reversals of revenue due to this variability are not probable, no estimation is required. Contract Balances Under our sales contracts, we invoice customers after our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities under ASC 606. At June 30, 2021 and December 31, 2020, our accounts receivables from contracts with customers were zero and approximately $1.9 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 5. FAIR VALUE MEASUREMENTS Measurements of fair value of derivative instruments are classified according to the fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value. Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories: Level 1: Level 2: Level 3: Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2021 (in thousands): Fair Value Measurements at June 30, 2021 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Fair value of warrants Nuvve Holding Warrants $ — $ 764 $ — $ 764 Other liabilities Warrant to issue common units — (7,709) — (7,709) Total $ — $ (6,945) $ — $ (6,945) The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Other liabilities Warrant to issue common units — (1,418) — (1,418) Total $ — $ (1,418) $ — $ (1,418) As of June 30, 2021and December 31, 2020, the estimated fair value of cash and cash equivalents, accounts receivable, other current assets and current liabilities approximated their carrying value due to their short-term nature. Fair Value on a Non-Recurring Basis The Partnership follows the provisions of Topic 820-10, “Fair Value Measurement,” for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs under the fair value hierarchy. We periodically review oil and natural gas properties and related equipment for impairment when facts and circumstances indicate that their carrying values may not be recoverable. A reconciliation of the beginning and ending balances of the Partnership’s asset retirement obligations is presented in Note 9 “Asset Retirement Obligation.” The following table summarizes the non-recurring fair value measurements of our production assets as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Impairment (a) $ — $ — $ 12,884 Total net assets $ — $ — $ 12,884 (a) During the year ended December 31, 2020, we recorded a non-cash impairment charge of $23.4 million to impair our producing oil and natural gas properties and $0.9 million to impair the Seco Pipeline. The carrying values of the impaired properties were reduced to a fair value of $12.9 million, estimated using inputs characteristic of a Level 3 fair value measurement. The fair values of oil and natural gas properties and related equipment were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural gas properties and related equipment include estimates of: (i) reserves; (ii) future operating and development costs; (iii) future commodity prices; (iv) estimated future cash flows; (v) estimated throughput; and (vi) a market-based weighted average cost of capital rate of 15%. These inputs require significant judgments and estimates by the Partnership’s management at the time of the valuation and are the most sensitive and subject to change. Seco Pipeline The fair value of the Seco Pipeline was measured using probabilistic valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of the Seco Pipeline include estimates of: (i) future operating and development costs; (ii) estimated future cash flows; and (iii) a market-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Partnership’s management at the time of the valuation and are the most sensitive and subject to change. Fair Value of Financial Instruments The estimated fair value amounts of financial instruments have been determined using available market information and valuation methodologies described below. We prioritize the use of the highest level inputs available in determining fair value such that fair value measurements are determined using the highest and best use as determined by market participants and the assumptions that they would use in determining fair value. Credit Agreement Warrant to acquire Nuvve Holding shares Warrant to issue common units – Earnout Derivative – |
Derivative And Financial Instru
Derivative And Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative And Financial Instruments | |
Derivative And Financial Instruments | 6. DERIVATIVE AND FINANCIAL INSTRUMENTS On May 17, 2021, the Partnership entered into a letter agreement (the “Levo Letter Agreement”) with Nuvve Holding Corp. (“Nuvve Holding”) and Stonepeak Rocket Holdings LP (“Stonepeak Rocket”), relating to the proposed formation of a joint venture, Levo Mobility LLC (“Levo” and such proposed joint venture, the “Levo JV”). In connection with the Levo Letter Agreement, on May 17, 2021, Nuvve Holding issued ten-year warrants to the Partnership as follows: (i) Series B Warrants to purchase 200,000 shares of Nuvve Holding’s common stock, at an exercise price of $10.00 per share, which are fully vested upon issuance, (ii) Series C warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $15.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million in aggregate capital expenditures; (iii) Series D warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $20.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $250 million in aggregate capital expenditures; (iv) Series E warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $30.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $375 million in aggregate capital expenditures; and (v) Series F warrants to purchase 100,000 shares of Nuvve Holding’s common stock, at an exercise price of $40.00 per share, which are vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $500 million in aggregate capital expenditures (collectively the “Nuvve Holding Warrants”).The Nuvve Holding Warrants are accounted for in accordance with Topic 815, “Derivatives and Hedging,” and are recorded on the condensed consolidated balance sheets at fair value. Changes in the Nuvve Warrants fair value are recognized in earnings and included in other income on the condensed consolidated statements of operations. The following table sets forth a reconciliation of the changes in fair value of the Partnership’s Nuvve Warrants for the periods indicated (in thousands): Six Months Ended June 30, 2021 Beginning fair value of warrants $ — Net gain on warrants 764 Ending fair value of warrants $ 764 To reduce the impact of fluctuations in oil and natural gas prices on our revenues, we periodically enter into derivative contracts with respect to a portion of our projected oil and natural gas production through various transactions that fix or modify the future prices to be realized. These hedging activities are intended to support oil and natural gas prices at targeted levels and to manage exposure to oil and natural gas price fluctuations. It is never our intention to enter into derivative contracts for speculative trading purposes. Under Topic 815, “Derivatives and Hedging,” all derivative instruments are recorded on the condensed consolidated balance sheets at fair value as either short-term or long-term assets or liabilities based on their anticipated settlement date. We will net derivative assets and liabilities for counterparties where we have a legal right of offset. Changes in the derivatives’ fair values are recognized currently in earnings unless specific hedge accounting criteria are met. We have not elected to designate any of our current derivative contracts as hedges; however, changes in the fair value of all of our derivative instruments are recognized in earnings and included in natural gas sales and oil sales in the condensed consolidated statements of operations. We do not have derivative contracts related to production in 2021 and beyond. The following table sets forth a reconciliation of the changes in fair value of the Partnership’s commodity derivatives for the year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Beginning fair value of commodity derivatives $ (759) Net gains (losses) on crude oil derivatives 3,814 Net gains on natural gas derivatives 87 Net settlements received on derivative contracts: Oil (2,829) Natural gas (313) Ending fair value of commodity derivatives $ — The effect of derivative instruments on our condensed consolidated statements of operations was as follows (in thousands): Location of Gain (Loss) Three Months Ended Six Months Ended Derivative Type in Income June 30, 2020 June 30, 2020 Commodity – Mark-to-Market Income (loss) from discontinued operations $ (799) $ 4,027 Commodity – Mark-to-Market Income (loss) from discontinued operations 29 151 $ (770) $ 4,178 Earnout Derivative Refer to Note 5 “Fair Value Measurements.” |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Debt | 7. DEBT Credit Agreement We have entered into a credit facility with Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto, as amended by the Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of November 6, 2020 (the “Credit Agreement”). The Credit Agreement provides a quarterly amortizing term loan of $155.0 million (the “Term Loan”) and a maximum revolving credit amount of $17.5 million, which was reduced to the lesser of (i) $15.0 million through May 14, 2021 and (ii) from and after May 15, 2021, the positive difference of the Borrowing Base minus the aggregate outstanding principal amount of the Term Loan (the “Revolving Loan”). The Credit Agreement is a current liability that matures on September 30, 2021. We expect to refinance or extend the maturity of the Credit Agreement prior to its maturity date. However, we may not be able to refinance or extend the maturity of the Credit Agreement or, if we are able to refinance or extend the maturity, we may not be able to do so with borrowing and debt issue costs, terms, covenants, restrictions, commitment amount or a borrowing base favorable to us. Borrowings under the Credit Agreement are secured by various mortgages of both midstream and upstream properties that we own as well as various security and pledge agreements among us, certain of our subsidiaries and the administrative agent. Borrowings under the Credit Agreement are available for limited direct investment in oil and natural gas properties, midstream properties, acquisitions, and working capital and general business purposes. The Credit Agreement has a sub-limit of up to $2.5 million which may be used for the issuance of letters of credit. Pursuant to the Credit Agreement, the initial aggregate commitment amount under the Term Loan is $155.0 million, subject to quarterly $10.0 million principal and other mandatory prepayments. The initial borrowing base under the Credit Agreement was $235.5 million. The borrowing base is equal to the sum of the rolling four quarter EBITDA of our midstream operations and the amount of distributions received from the Carnero JV multiplied by 4.5 or a lower number dependent upon natural gas volumes flowing through Western Catarina Midstream. Outstanding borrowings in excess of our borrowing base must be repaid within 45 days . As of June 30, 2021, the borrowing base under the Credit Agreement was $90.9 million and we had $72.0 million of debt outstanding, consisting of $65.0 million under the Term Loan and $7.0 million under the Revolving Loan. We are required to make mandatory amortizing payments of outstanding principal on the Term Loan of $10.0 million per fiscal quarter. The maximum revolving credit amount is $15.0 million leaving us with $8.0 million in unused borrowing capacity. There were no letters of credit outstanding under our Credit Agreement as of June 30, 2021. At our election, interest for borrowings under the Credit Agreement are determined by reference to (i) the LIBOR plus an applicable margin between 2.50% and 3.00% per annum based on net debt to EBITDA or (ii) a domestic bank rate (“ABR”) plus an applicable margin between 1.50% and 2.00% per annum based on net debt to EBITDA plus (iii) a commitment fee of 0.500% per annum based on the unutilized maximum revolving credit. Interest on the borrowings for ABR loans and the commitment fee are generally payable quarterly. Interest on the borrowings for LIBOR loans are generally payable at the applicable maturity date. The Credit Agreement contains various covenants that limit, among other things, our ability to incur certain indebtedness, grant certain liens, merge or consolidate, sell all or substantially all of our assets, make certain loans, acquisitions, capital expenditures and investments, and pay distributions to unitholders. In addition, we are required to maintain the following financial covenants: ● current assets to current liabilities, excluding any current maturities of debt, of at least 1.0 to 1.0 at all times; and ● senior secured net debt to consolidated adjusted EBITDA for the last twelve months, as of the last day of any fiscal quarter, of not greater than 3.5 to 1.0. The Credit Agreement also includes customary events of default, including events of default relating to non-payment of principal, interest or fees, inaccuracy of representations and warranties when made or when deemed made, violation of covenants, cross-defaults, bankruptcy and insolvency events, certain unsatisfied judgments, loan documents not being valid and a change in control. A change in control is generally defined as the occurrence of one of the following events: (i) our existing general partner ceases to be our sole general partner or (ii) certain specified persons shall cease to own more than 50% of the equity interests of our general partner or shall cease to control our general partner. If an event of default occurs, the lenders will be able to accelerate the maturity of the Credit Agreement and exercise other rights and remedies. At June 30, 2021, we were in compliance with the financial covenants contained in the Credit Agreement. We monitor compliance on an ongoing basis. If we are unable to remain in compliance with the financial covenants contained in our Credit Agreement or maintain the required ratios discussed above, the lenders could call an event of default and accelerate the outstanding debt under the terms of the Credit Agreement, such that our outstanding debt could become then due and payable. We may request waivers of compliance from the violated financial covenants from the lenders, but there is no assurance that such waivers would be granted. As described in more detail in Note 17 “Subsequent Events,” on July 28, 2021, the Partnership, as borrower, entered into that certain Eleventh Amendment to the Credit Agreement with the guarantors party thereto, Royal Bank of Canada, as administrative agent and the lenders party thereto (the “Eleventh Amendment” and, the Credit Agreement, as amended by the Eleventh Amendment, the “Amended Credit Agreement”). Debt Issuance Costs As of June 30, 2021 and December 31, 2020, our unamortized debt issuance costs were approximately $0.3 million and $0.8 million, respectively. These costs are amortized to interest expense in our condensed consolidated statements of operations over the life of our Credit Agreement. Amortization of debt issuance costs recorded during the three months ended June 30, 2021 and 2020 was approximately $0.3 million and $0.2 million, respectively. Amortization of debt issuance costs recorded during the six months ended June 30, 2021 and 2020 was approximately $0.5 million and $0.4 million, respectively. |
Oil And Natural Gas Properties
Oil And Natural Gas Properties And Related Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Oil And Natural Gas Properties And Related Equipment. | |
Oil And Natural Gas Properties And Related Equipment | 8. GATHERING AND TRANSPORTATION ASSETS Gathering and transportation assets consisted of the following (in thousands): June 30, December 31, 2021 2020 Gathering and transportation assets Midstream assets $ 188,013 $ 187,977 Less: Accumulated depreciation and impairment (86,268) (82,710) Total gathering and transportation assets, net $ 101,745 $ 105,267 Depreciation and Amortization . Gathering and transportation assets, are stated at historical acquisition cost, net of any impairments, and are depreciated using the straight-line method over the useful lives of the assets, which range from three to 15 years for furniture and equipment, up to 36 years for gathering facilities, and up to 40 years for transportation assets. Depreciation and amortization consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Depreciation and amortization of gathering and transportation related assets $ 1,778 $ 1,810 $ 3,559 $ 3,589 Amortization of intangible assets 3,365 3,366 6,728 6,730 Total depreciation and amortization $ 5,143 $ 5,176 $ 10,287 $ 10,319 Impairment of Gathering and Transportation Assets. |
Asset Retirement Obligation
Asset Retirement Obligation | 6 Months Ended |
Jun. 30, 2021 | |
Asset Retirement Obligation | |
Asset Retirement Obligation | 9. ASSET RETIREMENT OBLIGATION We recognize the fair value of a liability for an asset retirement obligation (“ARO”) in the period in which it is incurred if a reasonable estimate of fair value can be made. Each period, we accrete the ARO to its then present value. The associated asset retirement cost (“ARC”) is capitalized as part of the carrying amount of our oil and natural gas properties, equipment and facilities or gathering and transportation assets. Subsequently, the ARC is depreciated using the units-of-production method for production assets and the straight-line method for midstream assets. The AROs recorded by us relate to the plugging and abandonment of oil and natural gas wells and decommissioning of oil and natural gas gathering and other facilities. Inherent in the fair value calculation of AROs are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions result in adjustments to the recorded fair value of the existing ARO, a corresponding adjustment is made to the ARC capitalized as part of the oil and natural gas properties, equipment and facilities or gathering and transportation assets. The following table is a reconciliation of changes in ARO for the six months ended June 30, 2021 and the year ended December 31, 2020 (in thousands): Six Months Ended Year Ended June 30, 2021 December 31, 2020 Asset retirement obligation, beginning balance $ 4,438 $ 4,083 Accretion expense 189 355 Asset retirement obligation, ending balance $ 4,627 $ 4,438 Additional AROs increase the liability associated with new oil and natural gas wells and other facilities as these obligations are incurred. Abandonments of oil and natural gas wells and other facilities reduce the liability for AROs. During the six months ended June 30, 2021 and the year ended December 31, 2020, there were no significant expenditures for abandonments and there were no assets legally restricted for purposes of settling existing AROs. During the six months ended June 30, 2021, obligations were relieved as part of the Palmetto Divestiture, Maverick 1 Divestiture and Maverick 2 Divestiture. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets | |
Intangible Assets | 10. INTANGIBLE ASSETS Intangible assets are comprised of customer and marketing contracts. The intangible assets balance as of June 30, 2021 is related to the Gathering Agreement with Mesquite that was entered into as part of the acquisition of the Western Catarina gathering system. The Western Catarina gathering system (“Western Catarina Midstream”) is located on the western portion of Mesquite’s acreage position in Dimmit, La Salle and Webb counties, Texas (the western portion of such acreage, “Western Catarina”). Pursuant to the 15 -year agreement, Mesquite tenders all of its crude oil, natural gas and other hydrocarbon-based product volumes produced in the Western Catarina of the Eagle Ford Shale in Texas for processing and transportation through Western Catarina Midstream, with a right to tender additional volumes outside of the dedicated acreage. These intangible assets are being amortized using the straight-line method over the 15 -year life of the agreement. Amortization expense for each of the six months ended June 30, 2021 and 2020 was approximately $6.7 million. These costs are amortized to depreciation, depletion, and amortization expense in our condensed consolidated statements of operations. The following table is a reconciliation of changes in intangible assets (in thousands): June 30, December 31, 2021 2020 Beginning balance $ 131,786 $ 145,246 Amortization (6,728) (13,460) Ending balance $ 125,058 $ 131,786 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments | |
Investments | 11. INVESTMENTS In July 2016, we completed a transaction pursuant to which we acquired from Mesquite a 50% interest in Carnero Gathering, LLC (“Carnero Gathering”), a joint venture that was 50% owned and operated by Targa Resources Corp. (NYSE: TRGP) (“Targa”), for an initial payment of approximately $37.0 million and the assumption of remaining capital commitments to Carnero Gathering, estimated at approximately $7.4 million as of the acquisition date (the “Carnero Gathering Transaction”). The fair value of the intangible asset for the contractual customer relationship related to Carnero Gathering was valued at approximately $13.0 million. This amount is being amortized over a contract term of 15 years and decreases earnings from equity investments in our condensed consolidated statements of operations. As part of the Carnero Gathering Transaction, we are required to pay Mesquite an earnout based on natural gas received above a threshold volume and tariff at designated delivery points from Mesquite and other producers. See Note 5 “Fair Value Measurements” for further discussion of the earnout derivative. In November 2016, we completed a transaction pursuant to which we acquired from Mesquite a 50% interest in Carnero Processing, LLC (“Carnero Processing”), a joint venture that was 50% owned and operated by Targa, for aggregate cash consideration of approximately $55.5 million and the assumption of remaining capital contribution commitments to Carnero Processing, estimated at approximately $24.5 million as of the date of acquisition (the “Carnero Processing Transaction”). In May 2018, we executed a series of agreements with Targa and other parties pursuant to which, among other things: (1) the parties merged their respective 50% interests in Carnero Gathering and Carnero Processing (the “Carnero JV Transaction”) to form an expanded 50 / 50 joint venture in South Texas, within Carnero G&P, LLC (the “Carnero JV”), (2) Targa contributed 100% of the equity interest in the Silver Oak II Gas Processing Plant (“Silver Oak II”), located in Bee County, Texas, to the Carnero JV, which expands the processing capacity of the Carnero JV from 260 MMcf/d to 460 MMcf/d, (3) Targa contributed certain capacity in the 45 miles of high pressure natural gas gathering pipelines owned by Carnero Gathering that connect Western Catarina Midstream to nearby pipelines and the Raptor Gas Processing Facility (the “Carnero Gathering Line”) to the Carnero JV resulting in the Carnero JV owning all of the capacity in the Carnero Gathering Line, which has a design limit (without compression) of 400 MMcf/d, (4) the Carnero JV received a new dedication from Mesquite and its working interest partners of over 315,000 acres located in the Western Eagle Ford on Mesquite’s acreage in Dimmit, Webb, La Salle, Zavala and Maverick counties, Texas (such acreage is collectively referred to as Mesquite’s “Comanche Asset”) pursuant to a new long-term firm gas gathering and processing agreement. The agreement with Mesquite, which was approved by all of the unaffiliated Comanche Asset working interest partners, establishes commercial terms for the gathering of gas on the Carnero Gathering Line and processing at the Raptor Gas Processing Facility and Silver Oak II. Prior to execution of the agreement, Comanche volumes were gathered and processed on an interruptible basis, with the processing capabilities of the Carnero JV limited by the capacity of the Raptor Gas Processing Facility. As a result of the Carnero JV Transaction, we now record our share of earnings and losses from the Carnero JV using the Hypothetical Liquidation at Book Value (“HLBV”) method of accounting. HLBV is a balance-sheet approach that calculates the amount we would have received if the Carnero JV were liquidated at book value at the end of each measurement period. The change in our allocated amount during the period is recognized in our condensed consolidated statements of operations. In the event of liquidation of the Carnero JV, available proceeds are first distributed to any priority return and unpaid capital associated with Silver Oak II, and then to members in accordance with their capital accounts. As of June 30, 2021 the Partnership had paid approximately $124.4 million for its investment in the Carnero JV related to the initial payments and contributed capital. The Partnership has accounted for this investment using the equity method. Targa is the operator of the Carnero JV and has significant influence with respect to the normal day-to-day capital and operating decisions. We have included the investment balance in the equity investments caption on the condensed consolidated balance sheets. For the three months ended June 30, 2021, the Partnership recorded an insignificant amount of earnings in equity investments from the Carnero JV, which was offset by approximately $0.3 million related to the amortization of the contractual customer intangible asset. For the six months ended June 30, 2021, the Partnership recorded earnings of approximately $0.9 million in equity investments from the Carnero JV, which was partially offset by approximately $0.6 million related to the amortization of the contractual customer intangible asset. We have included these equity method earnings in the earnings from equity investments line within the condensed consolidated statements of operations. Cash distributions of approximately $11.9 million were received during the six months ended June 30, 2021. Summarized financial information of unconsolidated entities is as follows (in thousands): Six Months Ended June 30, 2021 2020 Sales $ 43,668 $ 37,146 Total expenses 38,906 27,692 Net income $ 4,762 $ 9,454 |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies | |
Commitments And Contingencies | 12. COMMITMENTS AND CONTINGENCIES As part of the Carnero Gathering Transaction, we are required to pay Mesquite an earnout based on natural gas received above a threshold volume and tariff at designated delivery points from Mesquite and other producers. This earnout has an approximate value of zero as of June 30, 2021. For the six months ended June 30, 2021, we made no payments to Mesquite related to the earnout. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS Please read the disclosure under the headings “Relationship with Stonepeak,” “Relationship with Mesquite,” “Relationship with SP Holdings” and “Shared Services Agreement” in Note 13 “Related Party Transactions” of our Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020 for a more complete description of certain related party transactions that were entered into prior to 2021. |
Unit-Based Compensation
Unit-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Unit-Based Compensation | |
Unit-Based Compensation | 14. UNIT-BASED COMPENSATION The Sanchez Production Partners LP Long-Term Incentive Plan (the “LTIP”) allows for grants of restricted common units. Restricted common unit activity under the LTIP during the period is presented in the following table: Weighted Average Number of Grant Date Restricted Fair Value Units Per Unit Outstanding at December 31, 2020 683,171 $ 2.68 Granted 1,651,785 1.12 Returned/Cancelled (140,647) 2.37 Outstanding at June 30, 2021 2,194,309 $ 1.53 In March 2021, the Partnership issued 1,651,785 restricted common units pursuant to the LTIP to certain officers of the Partnership’s general partner. Two-thirds of the restricted common units vest on the one year anniversary of the date of grant and the remaining one-third vest on the second year anniversary of the date of grant. The number of restricted common units granted was based on the fair value on the day before the grant date. As of June 30, 2021, 4,958,568 common units remained available for future issuance to participants under the LTIP. |
Partners' Capital
Partners' Capital | 6 Months Ended |
Jun. 30, 2021 | |
Partners' Capital | |
Partners' Capital | 15. PARTNERS’ CAPITAL Outstanding Units As of June 30, 2021, we had 36,474,436 Class C Preferred Units outstanding and 78,723,515 common units outstanding which included 2,194,309 unvested restricted common units issued under the LTIP. Common Unit Issuances We entered into a letter agreement with SP Holdings providing that during the period beginning with the fiscal quarter ended September 30, 2019 and continuing until the end of the fiscal quarter after the fiscal quarter in which we redeem all of our issued and outstanding Class C Preferred Units, SP Holdings agrees to delay receipt of its fees, not including reimbursement of costs, as a result, we have not issued any common units to SP Holdings in connection with providing services under the Shared Services Agreement for any quarter following the quarter ended June 30, 2019. As of June 30, 2021, the number of units to be issued under the Shared Services Agreement is 15,335,444. Class C Preferred Units On August 2, 2019, Stonepeak exchanged all of their current equity ownership for newly issued Class C Preferred Units and a warrant exercisable for junior securities (the “Original Warrant”) in a private placement transaction (the “Exchange”). The holders of the Class C Preferred Units receive a quarterly distribution of 12.5% per annum payable in cash. To the extent that Available Cash (as defined in the Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amended Partnership Agreement”)) is insufficient to pay the distribution in cash, all or a portion of the distribution may be paid in Class C Preferred PIK Units. Commencing with the quarter ending March 31, 2022, the distribution rate will increase to 14% per annum. Distributions are to be paid on or about the last day of each of February, May, August and November following the end of each quarter and are charged to interest expense in our condensed consolidated statements of operations. Beginning January 1, 2022, Adjusted Available Cash (as defined in the Amended Partnership Agreement) will be distributed to holders of the Class C Preferred Units to redeem a number of Class C Preferred Units to be determined based on the amount of Adjusted Available Cash. The Class C Preferred Units are accounted for as a current liability on our condensed consolidated balance sheet consisting of the following (in thousands): June 30, December 31, 2021 2020 Class C Preferred Units, beginning balance $ 345,205 $ 281,688 Accretion of discount 24,184 38,938 Distribution accrual — 24,579 Class C Preferred Units, ending balance $ 369,389 $ 345,205 The table below reflects the payment of distributions on Class C Preferred Units related to the periods indicated. Class C Preferred Date of Date of Date of Three Months Ended PIK Distribution Declaration Record Distribution December 31, 2019 1,039,314 February 13, 2020 February 28, 2020 February 20, 2020 March 31, 2020 1,071,793 April 29, 2020 May 20, 2020 May 29, 2020 June 30, 2020 1,105,286 July 31, 2020 August 20, 2020 August 31, 2020 On November 16, 2020, the Partnership and Stonepeak entered into the Stonepeak Letter Agreement wherein the parties agreed that the distribution on the Class C Preferred Units for the three months ended September 30, 2020 would be paid in common units instead of Class C Preferred PIK Units, cash or a combination thereof. The Stonepeak Letter Agreement also provides that Stonepeak will be able to elect to receive distributions on the Class C Preferred Units in common units for any quarter following the third quarter of 2020 by providing written notice to the Partnership no later than the last day of the calendar month following the end of such quarter. The table below reflects distributions on Class C Preferred Units which were elected to be paid in common units related to the periods indicated. Class C Preferred Date of Three Months Ended Distribution of Common Units Distribution September 30, 2020 22,274,869 February 1, 2021 December 31, 2020 12,445,491 February 25, 2021 March 31, 2021 13,763,249 May 20, 2021 June 30, 2021 8,012,850 August 20, 2021 Warrant to issue common units On August 2, 2019 , in connection with the Exchange, the Partnership issued to Stonepeak the Original Warrant, which entitles the holder to receive junior securities representing ten percent of junior securities deemed outstanding when exercised. The Warrant expires on the later of August 2, 2026 or 30 days following the full redemption of the Class C Preferred Units. There is no strike price associated with the exercise of the Warrant. The Warrant is accounted for as a liability in accordance with ASC 480 and is presented within other liabilities on the condensed consolidated balance sheet. Changes in the fair value of the Warrant are charged to interest expense in our condensed consolidated statements of operations. Earnings per Unit Net income (loss) per common unit for the period is based on any distributions that are made to the unitholders (common units) plus an allocation of undistributed net income (loss) based on provisions of the Amended Partnership Agreement, divided by the weighted average number of common units outstanding. The two-class method dictates that net income (loss) for a period be reduced by the amount of distributions and that any residual amount representing undistributed net income (loss) be allocated to common unitholders and other participating unitholders to the extent that each unit may share in net income (loss) as if all of the net income for the period had been distributed in accordance with the Amended Partnership Agreement. Unit-based awards granted but unvested are eligible to receive distributions. The underlying unvested restricted unit awards are considered participating securities for purposes of determining net income (loss) per unit. Undistributed income is allocated to participating securities based on the proportional relationship of the weighted average number of common units and unit-based awards outstanding. Undistributed losses (including those resulting from distributions in excess of net income) are allocated to common units based on provisions of the Amended Partnership Agreement. Undistributed losses are not allocated to unvested restricted unit awards as they do not participate in net losses. Distributions declared and paid in the period are treated as distributed earnings in the computation of earnings per common unit even though cash distributions are not necessarily derived from current or prior period earnings. The Partnership’s general partner does not have an economic interest in the Partnership and, therefore, does not participate in the Partnership’s net income. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entities | |
Variable Interest Entities | 16. VARIABLE INTEREST ENTITIES The Partnership’s investment in the Carnero JV represents a variable interest entity (“VIE”) that could expose the Partnership to losses. The amount of losses the Partnership could be exposed to from the Carnero JV is limited to the capital investment of approximately $78.2 million. As of June 30, 2021, the Partnership had invested approximately $124.4 million in the Carnero JV and no debt has been incurred by the Carnero JV. We have included this VIE in other assets, equity investments on our condensed consolidated balance sheet. Below is a tabular comparison of the carrying amounts of the assets and liabilities of the VIE and the Partnership’s maximum exposure to loss as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 Acquisitions, earnout and capital investments $ 128,483 $ 128,251 Earnings in equity investments 30,783 30,455 Distributions received (81,017) (69,071) Maximum exposure to loss $ 78,249 $ 89,635 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 17. SUBSEQUENT EVENTS Credit Agreement Amendment On July 28, 2021, the Partnership, as borrower, entered into the Eleventh Amendment. Pursuant to the Eleventh Amendment, the parties agreed to, among other things: (a) amend the definition of “Excluded Cash” to include (i) cash and cash equivalents set aside by the Partnership for the purposes of making a Levo JV Investment, (ii) cash and cash equivalents of up to $1 million for the proceeds of the issuance or at-the-market sale of the Partnership’s equity interests, and (iii) any cash and cash equivalents received by the Partnership from Stonepeak Investors for the purposes of making a Levo JV Investment, in each case, subject to prior or concurrent written notice to Royal Bank of Canada, as administrative agent, of the amounts and the Partnership’s intention to use such amounts for purposes of making a Levo JV Investment in accordance with the Amended Credit Agreement; and (b) expand the exemptions under the Investments, Loans and Advances negative covenant to permit (i) the payment or reimbursement by the Partnership of up to $350,000 in legal and due diligence costs of Levo, (ii) any Levo JV Investment made by the Partnership using cash or cash equivalent proceeds of a concurrent contribution of capital to the Partnership from Stonepeak Investors, or (iii) additional Levo JV Investments, capped at $1 million, made by the Partnership from the proceeds of the issuance or at-the-market sale by the Partnership of any equity interests in the Partnership. Stonepeak Letter Agreement Election On July 30, 2021, pursuant to the terms of the Stonepeak Letter Agreement, the Partnership received written notice of Stonepeak’s election to receive distributions on the Class C Preferred Units for the quarter ended June 30, 2021, in common units. In accordance with the Stonepeak Letter Agreement, the Partnership will issue 8,012,850 common units to Stonepeak on August 20, 2021 (the “Q221 Stonepeak Units”). Carnero JV Litigation On July 30, 2021, the Carnero JV initiated suit against Mesquite and SN EF UnSub, LP, Eagle Ford TX LP, Venado EF L.P., Mitsui E&P Texas LP (collectively, the “WIP Defendants”) in the 269th Judicial District Court of Harris County, Texas (the “Carnero JV Litigation”). In the Carnero JV Litigation, the Carnero JV seeks declarations from the Court regarding Mesquite’s and the WIP Defendants’ respective obligations to deliver gas from over 315,000 acres located in the Western Eagle Ford on Mesquite’s acreage in Dimmit, Web, La Salle, Zavala and Maverick counties, Texas (such acreage, collectively, the “Comanche Asset”) to the Carnero JV under the long-term firm gas gathering and processing agreement between Mesquite and the Carnero JV, which was agreed to by the WIP Defendants. Warrant Amendment As previously disclosed, the Partnership’s Long-Term Incentive Plan, effective March 6, 2015 (the “LTIP”), provides that upon the issuance of additional common units from time to time, the maximum number of common units that may be delivered or reserved for delivery with respect to the LTIP shall be automatically increased (such increase, the “LTIP Increase”) by a number of common units equal to the lesser of (i) fifteen percent (15%) of such additional common units, or (ii) such lesser number of common units as determined by the Board. On August 2, 2021, the Board determined that the LTIP Increase with respect to the Q221 Stonepeak Units will be fifteen percent (15%). On August 2, 2021, the Partnership and Stonepeak entered into Amendment No. 3 to the Warrant (the “Warrant Amendment”) to exclude from the Warrant the 1,201,928 Common Units included in the LTIP Increase resulting from the issuance of the Q221 Stonepeak Units. Levo JV Completion On August 4, 2021, the Partnership, Stonepeak Rocket and Nuvve Holding completed the formation of Levo. Levo JV LLC Agreement In connection with the Levo JV, the Partnership, Stonepeak Rocket, Nuvve Corporation (“Nuvve”), a wholly-owned subsidiary of Nuvve Holding, and Levo JV entered into an Amended and Restated Limited Liability Company Agreement for Levo (the “Levo LLC Agreement”). Pursuant to the Levo LLC Agreement, the Partnership and Stonepeak Rocket plan to make capital contributions to Levo in an aggregate amount of up to $750 million to finance Levo’s business, with a maximum of $75 million of such capital contributions being funded by the Partnership. The Levo LLC Agreement governs the affairs of Levo and the conduct of its business. The membership interests authorized by the Levo LLC Agreement consist of Class A Common Units, Class B Preferred Units, Class C Common Units and Class D Incentive Units. On August 4, 2021 in connection with the signing of the Levo LLC Agreement, Levo issued 2,800 Class B Preferred Units to Stonepeak Rocket, 1 Class B Preferred Unit to the Partnership, 441,000 Class C Common Units to Stonepeak Rocket, 49,000 Class C Common Units to the Partnership and 510,000 Class A Common Units to Nuvve Holding. Stonepeak Rocket agreed to pay to Levo an aggregate purchase price of $2,800,044.10 for its Class B Preferred Units and Class C Common Units. The Partnership agreed to pay to Levo an aggregate purchase price of $1,004.90 for its Class B Preferred Unit and Class C Common Units. Stonepeak Rocket and the Partnership will receive additional Class B Preferred Units for each $1,000 in additional capital contributions made by them. Levo JV Parent Letter Agreement In connection with the Levo JV, the Partnership also entered into that certain Parent Letter Agreement with Nuvve Holding, Stonepeak Rocket and Levo (the “Parent Letter Agreement”). The Parent Letter Agreement includes, among other provisions, certain restrictive covenants with respect to Levo’s business, including a business opportunities covenant applicable to Nuvve Holding that is identical to the one in the Levo LLC Agreement described above, and a covenant granting Stonepeak Rocket a right of first offer to participate in certain future financing transactions of Levo. In addition, Nuvve Holding agreed to reimburse each of Stonepeak Rocket and the Partnership for a portion of their out-of-pocket expenses incurred in connection with the due diligence, documentation and negotiation of the agreements. RBC Commitment Letter On August 10, 2021, we entered into a letter agreement (the “Commitment Letter”) with Royal Bank of Canada (“RBC”). Pursuant to the terms of the Commitment Letter, RBC has agreed to (a) purchase at par and assume the outstanding Term Loan and Revolving Loan (each as defined in the Amended Credit Agreement) of the other lenders party to the Amended Credit Agreement, (b) enter into an amendment to the Amended Credit Agreement (the “Twelfth Amendment”) to (i) extend the maturity date under the Amended Credit Agreement to September 30, 2023, (ii) provide for a term loan facility in an aggregate principal amount of up to $65 million and a revolving credit facility in an aggregate principal amount of $5 million (the “Amended Credit Facilities”), and (iii) effect certain other amendments agreed to between us and RBC, and (c) provide the entire principal amount of the Amended Credit Facilities. Pursuant to the Commitment Letter, we agreed to, among other things, (a) indemnify RBC, its affiliates and its and their directors, officers, employees, advisors or agents in connection with, or as a result of, the Commitment Letter or any other agreement or instrument contemplated therein, (b) reimburse RBC for all reasonable and documented out-of-pocket fees and expenses (including expenses of counsel to RBC and due diligence expenses) incurred by RBC in connection with the transactions contemplated by the Commitment Letter, whether or not the Twelfth Amendment becomes effective, and (c) deliver additional credit support reasonably acceptable to RBC, as the administrative agent. With respect to (c), one or more affiliates of our general partner may provide credit support and RBC has agreed as to the sufficiency of such additional credit support. Completion of such definitive documentation and the closing of the transactions contemplated by the Twelfth Amendment and the Amended Credit Facilities will be subject to various closing conditions, some of which may be outside of our control. The Commitment Letter terminates on the earlier to occur of September 30, 2021 and the closing date of the Twelfth Amendment. We expect definitive documentation with respect to the Twelfth Amendment to be completed prior to September 30, 2021. |
Basis Of Presentation And Sum_2
Basis Of Presentation And Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Accounting policies used by us conform to accounting principles generally accepted in the United States of America (“GAAP”). The accompanying financial statements include the accounts of us and our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 16, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not effective, will not have a material impact on our consolidated financial statements upon adoption. In January 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-01 “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815),” which clarifies the interaction among the accounting standards for equity securities, equity method investments and certain derivatives. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2020. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. Additionally, in November 2019, the FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which changed the effective date for certain issuers to annual and interim periods in fiscal years beginning after December 15, 2022, and earlier adoption is permitted. We are currently in the process of evaluating the impact of adoption of this guidance on our condensed consolidated financial statements. Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Partnership’s financial position, results of operations and cash flows. |
Use of Estimates | The Partnership’s inability to generate sufficient liquidity to meet future debt obligations raises substantial doubt regarding our ability to continue as a going concern. The Credit Agreement matures September 30, 2021 and our ability to continue as a going concern is contingent upon our ability to either (i) refinance or extend the maturity of the Credit Agreement, or (ii) obtain adequate new debt or equity financing to repay the Credit Agreement in full at maturity. The consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of substantial doubt as to the Partnership’s ability to continue as a going concern. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material. As disclosed in Note 17 “Subsequent Events,” we have entered into the Commitment Letter (as defined in Note 17 “Subsequent Events”) with RBC pursuant to which we expect to enter into the Twelfth Amendment prior to the current September 30, 2021 maturity date. The Twelfth Amendment will extend the maturity date to September 30, 2023. Use of Estimates The condensed consolidated financial statements are prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. The estimates that are particularly significant to our financial statements include estimates of our reserves of natural gas, NGLs and oil; future cash flows from oil and natural gas properties; depreciation, depletion and amortization; asset retirement obligations; certain revenues and operating expenses; fair values of derivatives; and fair values of assets and liabilities. As fair value is a market-based measurement, it is determined based on the assumptions that market participants would use. These estimates and assumptions are based on management’s best judgment using the data available. Management evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from the estimates. Any changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations | |
Schedule Of Discontinued Operations | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenues Natural gas sales $ 180 $ 84 $ 255 $ 318 Oil sales 930 187 3,236 7,374 Natural gas liquid sales 47 70 182 101 Total revenues 1,157 341 3,673 7,793 Expenses Operating expenses Lease operating expenses 294 1,110 1,776 2,968 Production taxes 54 44 160 150 Gain on sale of assets (334) — (334) — Depreciation, depletion and amortization 122 724 439 1,496 Asset impairments — — — 23,247 Accretion expense 18 52 73 104 Total operating expenses 154 1,930 2,114 27,965 Income (loss) before income taxes 1,003 (1,589) 1,559 (20,172) Income tax expense (benefit) 446 (9) 454 (140) Income (loss) from discontinued operations $ 557 $ (1,580) $ 1,105 $ (20,032) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Schedule of fair value of assets and liabilities on a recurring basis | The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2021 (in thousands): Fair Value Measurements at June 30, 2021 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Fair value of warrants Nuvve Holding Warrants $ — $ 764 $ — $ 764 Other liabilities Warrant to issue common units — (7,709) — (7,709) Total $ — $ (6,945) $ — $ (6,945) The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Fair Value Other liabilities Warrant to issue common units — (1,418) — (1,418) Total $ — $ (1,418) $ — $ (1,418) |
Schedule of non-recurring fair value measurements | The following table summarizes the non-recurring fair value measurements of our production assets as of December 31, 2020 (in thousands): Fair Value Measurements at December 31, 2020 Active Markets for Observable Identical Assets Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Impairment (a) $ — $ — $ 12,884 Total net assets $ — $ — $ 12,884 (a) During the year ended December 31, 2020, we recorded a non-cash impairment charge of $23.4 million to impair our producing oil and natural gas properties and $0.9 million to impair the Seco Pipeline. The carrying values of the impaired properties were reduced to a fair value of $12.9 million, estimated using inputs characteristic of a Level 3 fair value measurement. |
Derivative And Financial Inst_2
Derivative And Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative [Line Items] | |
Schedule Of Effect Of Derivative Instruments On Consolidated Statements Of Operations | The effect of derivative instruments on our condensed consolidated statements of operations was as follows (in thousands): Location of Gain (Loss) Three Months Ended Six Months Ended Derivative Type in Income June 30, 2020 June 30, 2020 Commodity – Mark-to-Market Income (loss) from discontinued operations $ (799) $ 4,027 Commodity – Mark-to-Market Income (loss) from discontinued operations 29 151 $ (770) $ 4,178 |
Warrants | |
Derivative [Line Items] | |
Reconciliation Of Changes In Fair Value Of Derivatives | The following table sets forth a reconciliation of the changes in fair value of the Partnership’s Nuvve Warrants for the periods indicated (in thousands): Six Months Ended June 30, 2021 Beginning fair value of warrants $ — Net gain on warrants 764 Ending fair value of warrants $ 764 |
Commodity derivatives | |
Derivative [Line Items] | |
Reconciliation Of Changes In Fair Value Of Derivatives | The following table sets forth a reconciliation of the changes in fair value of the Partnership’s commodity derivatives for the year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Beginning fair value of commodity derivatives $ (759) Net gains (losses) on crude oil derivatives 3,814 Net gains on natural gas derivatives 87 Net settlements received on derivative contracts: Oil (2,829) Natural gas (313) Ending fair value of commodity derivatives $ — |
Oil And Natural Gas Propertie_2
Oil And Natural Gas Properties And Related Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Oil And Natural Gas Properties And Related Equipment. | |
Schedule of gathering and transportation assets | Gathering and transportation assets consisted of the following (in thousands): June 30, December 31, 2021 2020 Gathering and transportation assets Midstream assets $ 188,013 $ 187,977 Less: Accumulated depreciation and impairment (86,268) (82,710) Total gathering and transportation assets, net $ 101,745 $ 105,267 |
Schedule of oil and natural gas properties | June 30, December 31, 2021 2020 Gathering and transportation assets Midstream assets $ 188,013 $ 187,977 Less: Accumulated depreciation and impairment (86,268) (82,710) Total gathering and transportation assets, net $ 101,745 $ 105,267 |
Schedule of depreciation, depletion, and amortization | Depreciation and amortization consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Depreciation and amortization of gathering and transportation related assets $ 1,778 $ 1,810 $ 3,559 $ 3,589 Amortization of intangible assets 3,365 3,366 6,728 6,730 Total depreciation and amortization $ 5,143 $ 5,176 $ 10,287 $ 10,319 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Asset Retirement Obligation | |
Reconciliation of changes in asset retirement obligation | The following table is a reconciliation of changes in ARO for the six months ended June 30, 2021 and the year ended December 31, 2020 (in thousands): Six Months Ended Year Ended June 30, 2021 December 31, 2020 Asset retirement obligation, beginning balance $ 4,438 $ 4,083 Accretion expense 189 355 Asset retirement obligation, ending balance $ 4,627 $ 4,438 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets | |
Schedule of Intangible assets | June 30, December 31, 2021 2020 Beginning balance $ 131,786 $ 145,246 Amortization (6,728) (13,460) Ending balance $ 125,058 $ 131,786 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments | |
Summarized financial information of unconsolidated entities | Summarized financial information of unconsolidated entities is as follows (in thousands): Six Months Ended June 30, 2021 2020 Sales $ 43,668 $ 37,146 Total expenses 38,906 27,692 Net income $ 4,762 $ 9,454 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Unit-Based Compensation | |
Schedule of units activity | Weighted Average Number of Grant Date Restricted Fair Value Units Per Unit Outstanding at December 31, 2020 683,171 $ 2.68 Granted 1,651,785 1.12 Returned/Cancelled (140,647) 2.37 Outstanding at June 30, 2021 2,194,309 $ 1.53 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Class C preferred units | The Class C Preferred Units are accounted for as a current liability on our condensed consolidated balance sheet consisting of the following (in thousands): June 30, December 31, 2021 2020 Class C Preferred Units, beginning balance $ 345,205 $ 281,688 Accretion of discount 24,184 38,938 Distribution accrual — 24,579 Class C Preferred Units, ending balance $ 369,389 $ 345,205 |
Class C preferred units | |
Schedule of distributions | Class C Preferred Date of Date of Date of Three Months Ended PIK Distribution Declaration Record Distribution December 31, 2019 1,039,314 February 13, 2020 February 28, 2020 February 20, 2020 March 31, 2020 1,071,793 April 29, 2020 May 20, 2020 May 29, 2020 June 30, 2020 1,105,286 July 31, 2020 August 20, 2020 August 31, 2020 |
Common Units | |
Schedule of distributions | Class C Preferred Date of Three Months Ended Distribution of Common Units Distribution September 30, 2020 22,274,869 February 1, 2021 December 31, 2020 12,445,491 February 25, 2021 March 31, 2021 13,763,249 May 20, 2021 June 30, 2021 8,012,850 August 20, 2021 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entities | |
Schedule of carrying amounts of assets and liabilities of variable interest entity | Below is a tabular comparison of the carrying amounts of the assets and liabilities of the VIE and the Partnership’s maximum exposure to loss as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 Acquisitions, earnout and capital investments $ 128,483 $ 128,251 Earnings in equity investments 30,783 30,455 Distributions received (81,017) (69,071) Maximum exposure to loss $ 78,249 $ 89,635 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | $ 1,157,000 | $ 341,000 | $ 3,673,000 | $ 7,793,000 | |
Lease operating expenses | 294,000 | 1,110,000 | 1,776,000 | 2,968,000 | |
Production taxes | 54,000 | 44,000 | 160,000 | 150,000 | |
Gain on sale of assets | (334,000) | (334,000) | |||
Depreciation, depletion and amortization | 122,000 | 724,000 | 439,000 | 1,496,000 | |
Asset impairments | 23,247,000 | ||||
Accretion expense | 18,000 | 52,000 | 73,000 | 104,000 | |
Total operating expenses | 154,000 | 1,930,000 | 2,114,000 | 27,965,000 | |
Income (loss) before income taxes | 1,003,000 | (1,589,000) | 1,559,000 | (20,172,000) | |
Income tax expense (benefit) | 446,000 | (9,000) | 454,000 | (140,000) | |
Income (loss) from discontinued operations | 557,000 | (1,580,000) | 1,105,000 | (20,032,000) | |
Divestiture of (The "Palmetto Assets") | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture | $ 11,500,000 | ||||
Divestiture gain | 200,000 | ||||
Divestiture of (The "Maverick 1 Assets") | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture | 2,800,000 | ||||
Divestiture of (The "Maverick 2 Assets") | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture | 1,400,000 | ||||
Closing adjustment | $ 30,000 | ||||
Maverick 1 and Maverick 2 Assets Divestiture | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Divestiture gain | 100,000 | ||||
Natural gas sales | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | 180,000 | 84,000 | 255,000 | 318,000 | |
Oil sales | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | 930,000 | 187,000 | 3,236,000 | 7,374,000 | |
Natural gas liquid sales | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues | $ 47,000 | $ 70,000 | $ 182,000 | $ 101,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue Recognition | ||||
Revenues | $ 9,142 | $ 11,339 | $ 18,436 | $ 24,730 |
Payment term (in days) | 30 days | |||
Receivables | $ 1,900 | $ 1,900 |
Fair Value Measurements (Recurr
Fair Value Measurements (Recurring) (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of warrants: Nuvve Holding Warrants | $ 764 | |
Other liabilities: Warrant to issue common units | (7,709) | $ (1,418) |
Total | (6,945) | (1,418) |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of warrants: Nuvve Holding Warrants | 764 | |
Other liabilities: Warrant to issue common units | (7,709) | (1,418) |
Total | $ (6,945) | $ (1,418) |
Fair Value Measurements (Non-Re
Fair Value Measurements (Non-Recurring) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021miMMcf | Dec. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Market-based weighted average cost of capital rate | 15.00% | |
Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset impairments | $ 23,400 | |
Seco Pipeline, LLC | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Number of miles of natural gas pipeline | mi | 30 | |
Daily pipeline capacity (MMcf/d) | MMcf | 400 | |
Seco Pipeline, LLC | Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset impairments | 900 | |
Fair Value, Inputs, Level 3 | Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Impairment | 12,884 | |
Fair value | 12,884 | |
Fair Value, Inputs, Level 3 | Seco Pipeline, LLC | Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value | 0 | |
Asset impairments | $ 900 |
Derivative And Financial Inst_3
Derivative And Financial Instruments (Details) - Levo Mobility LLC Joint Venture - Nuvve Holding Corp $ / shares in Units, $ in Millions | May 17, 2021USD ($)$ / sharesshares |
Derivative [Line Items] | |
Warrants and Rights Outstanding, Term | 10 years |
Series B Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 200,000 |
Warrants exercise price | $ / shares | $ 10 |
Series C Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 15 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 125 |
Series C Warrants | Vested upon issuance | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Series C Warrants | Vested upon Levo entry into threshold amount of contracts with third parties | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Series D Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 20 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 250 |
Series D Warrants | Vested upon issuance | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Series D Warrants | Vested upon Levo entry into threshold amount of contracts with third parties | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Series E Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 30 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 375 |
Series E Warrants | Vested upon issuance | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Series E Warrants | Vested upon Levo entry into threshold amount of contracts with third parties | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Series F Warrants | |
Derivative [Line Items] | |
Number of shares called by warrants | shares | 100,000 |
Warrants exercise price | $ / shares | $ 40 |
Aggregate capital expenditures threshold for warrants vesting | $ | $ 500 |
Series F Warrants | Vested upon issuance | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Series F Warrants | Vested upon Levo entry into threshold amount of contracts with third parties | |
Derivative [Line Items] | |
Warrants vesting percentage | 50.00% |
Derivative And Financial Inst_4
Derivative And Financial Instruments (Changes In Fair Value) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Warrants | ||||
Derivative [Line Items] | ||||
Net gain (loss) | $ 764 | |||
Ending fair value | $ 764 | |||
Commodity derivatives | ||||
Derivative [Line Items] | ||||
Beginning fair value | $ (759) | $ (759) | ||
Net gain (loss) | $ (770) | 4,178 | ||
Oil reserves | Commodity derivatives | ||||
Derivative [Line Items] | ||||
Net gain (loss) | (799) | 4,027 | 3,814 | |
Net settlements received on derivative contracts | (2,829) | |||
Natural gas | Commodity derivatives | ||||
Derivative [Line Items] | ||||
Net gain (loss) | $ 29 | $ 151 | 87 | |
Net settlements received on derivative contracts | $ (313) |
Derivative And Financial Inst_5
Derivative And Financial Instruments (Effect On Statement Of Operations) (Details) - Commodity derivatives - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | |
Derivative Instruments Gain Loss [Line Items] | |||
Net gain (loss) | $ (770) | $ 4,178 | |
Oil reserves | |||
Derivative Instruments Gain Loss [Line Items] | |||
Net gain (loss) | (799) | 4,027 | $ 3,814 |
Natural gas | |||
Derivative Instruments Gain Loss [Line Items] | |||
Net gain (loss) | $ 29 | $ 151 | $ 87 |
Debt (Details)
Debt (Details) | Jul. 28, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Nov. 22, 2019USD ($) |
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 15,000,000 | $ 15,000,000 | |||||
Credit agreement available | 8,000,000 | 8,000,000 | |||||
Letters of credit outstanding | 0 | 0 | |||||
Credit agreement, outstanding | 72,000,000 | 72,000,000 | |||||
Amortization of debt issuance costs | 300,000 | $ 200,000 | 491,000 | $ 366,000 | |||
Unamortized debt issue costs | 300,000 | 300,000 | $ 800,000 | ||||
Subsequent event | |||||||
Line of Credit Facility [Line Items] | |||||||
Covenant exclusion, cash from proceeds of issuance or at-the-market sale | $ 1,000,000 | ||||||
Covenant exemption, legal and due diligence costs | 350,000 | ||||||
Covenant exemption, investments made from proceeds of issuance or at-the-market sale | $ 1,000,000 | ||||||
Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 90,900,000 | 90,900,000 | $ 155,000,000 | $ 235,500,000 | |||
Quarterly principal and other mandatory prepayments | $ 10,000,000 | ||||||
Commitment fee on unutilized borrowing base | 0.50% | ||||||
Credit agreement, outstanding | $ 65,000,000 | $ 65,000,000 | |||||
Current assets to current liabilities ratio | 1 | ||||||
Debt to Adjusted EBITDA ratio | 3.5 | 3.5 | |||||
Borrowing base term | 45 days | ||||||
Line of Credit Facility, Periodic Payment | $ 10,000,000 | ||||||
Revolving Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 15,000,000 | 15,000,000 | $ 17,500,000 | ||||
Credit agreement, outstanding | 7,000,000 | 7,000,000 | |||||
Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 2,500,000 | $ 2,500,000 | |||||
Minimum | Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Ownership percentage by subsidiary | 50 | ||||||
Minimum | Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Variable interest rate | 2.50% | ||||||
Minimum | Credit Agreement | ABR | |||||||
Line of Credit Facility [Line Items] | |||||||
Variable interest rate | 1.50% | ||||||
Maximum | Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Variable interest rate | 3.00% | ||||||
Maximum | Credit Agreement | ABR | |||||||
Line of Credit Facility [Line Items] | |||||||
Variable interest rate | 2.00% | ||||||
Western Catarina Midstream | Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt to Adjusted EBITDA ratio | 4.5 | 4.5 |
Oil And Natural Gas Propertie_3
Oil And Natural Gas Properties And Related Equipment (Gathering and Transportation Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Midstream assets | $ 101,745 | $ 105,267 |
Midstream | ||
Property, Plant and Equipment [Line Items] | ||
Midstream assets | 188,013 | 187,977 |
Less: Accumulated depreciation, amortization and impairment | (86,268) | (82,710) |
Total gathering and transportation assets, net | $ 101,745 | $ 105,267 |
Oil And Natural Gas Propertie_4
Oil And Natural Gas Properties And Related Equipment (DDA and Impairments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Amortization of intangible assets | $ 3,365 | $ 3,366 | $ 6,728 | $ 6,730 |
Depreciation, depletion and amortization | $ 3,998 | 5,085 | ||
Asset impairments | 23,247 | |||
Furniture and Equipment | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 3 years | |||
Furniture and Equipment | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 15 years | |||
Gathering Facilities | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 36 years | |||
Transportation assets | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 40 years | |||
Gathering and Transportation Related Assets | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, depletion and amortization | 1,778 | 1,810 | $ 3,559 | 3,589 |
Oil and Natural Gas-Related Assets and Gathering and Transportation-Related Assets | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, depletion and amortization | $ 5,143 | $ 5,176 | $ 10,287 | $ 10,319 |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Asset Retirement Obligation | |||||
Asset retirement obligation, beginning balance | $ 4,438 | $ 4,083 | $ 4,083 | ||
Accretion expense | $ 96 | $ 88 | 189 | $ 174 | 355 |
Asset retirement obligation, ending balance | 4,627 | 4,627 | 4,438 | ||
Legally restricted assets | $ 0 | $ 0 | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 3,365 | $ 3,366 | $ 6,728 | $ 6,730 | |
Beginning balance | 131,786 | 145,246 | $ 145,246 | ||
Amortization | (6,728) | $ 6,700 | (13,460) | ||
Ending balance | $ 125,058 | $ 125,058 | $ 131,786 | ||
Customer Contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Agreement term (in years) | 15 years | ||||
Useful life | 15 years |
Investments (Details)
Investments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
May 31, 2018aMMcf | Apr. 30, 2018MMcf | Nov. 30, 2016USD ($) | Jul. 31, 2016USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Earnings in equity investments | $ (271) | $ 3,897 | $ 328 | $ 2,695 | ||||
Amortization of intangible assets | 3,365 | $ 3,366 | 6,728 | 6,730 | ||||
Distributions received | 11,946 | $ 5,234 | ||||||
Carnero Gathering, Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (as a percent) | 50.00% | |||||||
Payments to acquire interest in joint venture | $ 37,000 | 124,400 | ||||||
Assumption of capital commitments in joint venture | 7,400 | |||||||
Daily processing capacity | MMcf | 400 | |||||||
Carnero Gathering, Joint Venture | Customer Relationships | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Intangible asset, fair value | $ 13,000 | |||||||
Agreement term (in years) | 15 years | |||||||
Carnero Processing, Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (as a percent) | 50.00% | |||||||
Payments to acquire interest in joint venture | $ 55,500 | |||||||
Assumption of capital commitments in joint venture | $ 24,500 | |||||||
Carnero G&P, Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (as a percent) | 50.00% | |||||||
Payments to acquire interest in joint venture | 124,400 | |||||||
Daily processing capacity | MMcf | 460 | 260 | ||||||
Earnings in equity investments | 900 | |||||||
Distributions received | 11,900 | |||||||
Carnero G&P, Joint Venture | Customer Relationships | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Amortization of intangible assets | $ 300 | $ 600 | ||||||
Carnero Gathering and Carnero Processing [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (as a percent) | 50.00% | |||||||
Mesquite Energy, Inc. | Carnero Gathering, Joint Venture | Western Eagle Ford [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Acres dedicated for gathering | a | 315,000 | |||||||
Targa | Carnero Gathering, Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (as a percent) | 50.00% | |||||||
Targa | Carnero Processing, Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (as a percent) | 50.00% | |||||||
Targa | SIlver Oak II [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest (as a percent) | 100.00% |
Investments (Unconsolidated Ent
Investments (Unconsolidated Entities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Sales | $ 9,142 | $ 11,339 | $ 18,436 | $ 24,730 |
Net income | (62,601) | (63,958) | ||
Unconsolidated entities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Sales | 43,668 | 37,146 | ||
Total expenses | 38,906 | 27,692 | ||
Net income | $ 4,762 | $ 9,454 |
Commitments And Contingencies (
Commitments And Contingencies (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Carnero Gathering, Joint Venture | |
Variable Interest Entity [Line Items] | |
Earnout derivative liability | $ 0 |
Mesquite Energy, Inc. | |
Variable Interest Entity [Line Items] | |
Earnout payments | $ 0 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - LTIP - $ / shares | 1 Months Ended | 6 Months Ended |
Apr. 30, 2019 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Units available for issuance | 4,958,568 | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Units, Outstanding | 683,171 | |
Number of Restricted Units, Granted | 1,651,785 | |
Number of Restricted Units, Returned/Cancelled | (140,647) | |
Number of Restricted Units, Outstanding | 2,194,309 | |
Weighted Averaged Grant Date Fair Value Per Unit, Outstanding | $ 2.68 | |
Weighted Averaged Grant Date Fair Value Per Unit, Granted | 1.12 | |
Weighted Averaged Grant Date Fair Value Per Unit, Returned/Cancelled | 2.37 | |
Weighted Averaged Grant Date Fair Value Per Unit, Outstanding | $ 1.53 | |
Restricted Stock Units (RSUs) | Directors | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Units, Granted | 1,651,785 |
Partners' Capital (Details)
Partners' Capital (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Limited Partners' Capital Account [Line Items] | ||
Common units, outstanding | 78,723,515 | 19,953,880 |
Units, issued | 78,723,515 | 19,953,880 |
Proceeds from common units sold | $ 7,053,000 | |
Class C preferred units | ||
Limited Partners' Capital Account [Line Items] | ||
Class B preferred units, outstanding | 36,474,436 | |
Class C preferred units | Settlement Agreement with Stonepeak Catarina Holdings LLC | ||
Limited Partners' Capital Account [Line Items] | ||
Units to be issued under agreement | $ 15,335,444 | |
Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Common units, outstanding | 78,723,515 | |
Unvested restricted common units | LTIP | ||
Limited Partners' Capital Account [Line Items] | ||
Common units, outstanding | 2,194,309 |
Partners' Capital (Preferred Un
Partners' Capital (Preferred Units) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Class C Preferred Units, beginning balance | $ 345,205 | $ 281,688 | $ 281,688 |
Accretion of discount | 24,184 | 38,938 | |
Distribution accrual | 24,579 | ||
Class C Preferred Units, ending balance | $ 369,389 | $ 345,205 | |
Class C preferred units | |||
Warrant exercise period | 30 days | ||
Class C preferred units | Distribution period commencing with the quarter ended on September 30, 2019 | |||
Distributions (as a percent) | 12.50% | ||
Class C preferred units | Distribution period commencing with the quarter ending March 31, 2022 | |||
Distributions (as a percent) | 14.00% |
Partners' Capital (Distribution
Partners' Capital (Distributions) (Details) - shares | Aug. 20, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Class C preferred units | |||||
Units distribution (in units) | 1,105,286 | 1,071,793 | 1,039,314 | ||
Common Units | |||||
Units distribution (in units) | 8,012,850 | 13,763,249 | 12,445,491 | 22,274,869 | |
Common Units | Forecast | |||||
Units distribution (in units) | 8,012,850 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 31, 2016 | Jun. 30, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||
Acquisitions, earnout and capital investments | $ 128,483 | $ 128,251 | |
Earnings in equity investments | 30,783 | 30,455 | |
Distributions received | (81,017) | (69,071) | |
Maximum exposure to loss | 78,249 | $ 89,635 | |
Carnero Gathering, Joint Venture | |||
Variable Interest Entity [Line Items] | |||
Payments to acquire interest in joint venture | $ 37,000 | 124,400 | |
Debt incurred | 0 | ||
Maximum exposure to loss | $ 78,200 |
Subsequents Events (Details)
Subsequents Events (Details) - USD ($) | Aug. 20, 2021 | Aug. 04, 2021 | Aug. 02, 2021 | Jul. 28, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Common Units | ||||||||
Subsequent Event [Line Items] | ||||||||
Units distribution (in units) | 8,012,850 | 13,763,249 | 12,445,491 | 22,274,869 | ||||
Forecast | Common Units | ||||||||
Subsequent Event [Line Items] | ||||||||
Units distribution (in units) | 8,012,850 | |||||||
Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Covenant exclusion, cash from proceeds of issuance or at-the-market sale | $ 1,000,000 | |||||||
Covenant exemption, legal and due diligence costs | 350,000 | |||||||
Covenant exemption, investments made from proceeds of issuance or at-the-market sale | $ 1,000,000 | |||||||
Subsequent event | Levo JV LLC Agreement | Evolve Transition Infrastructure LP and Stonepeak Rocket | ||||||||
Subsequent Event [Line Items] | ||||||||
Capital contributions to joint venture | $ 750,000,000 | |||||||
Subsequent event | Levo JV LLC Agreement | Evolve Transition Infrastructure LP | ||||||||
Subsequent Event [Line Items] | ||||||||
Capital contributions to joint venture | $ 75,000,000 | |||||||
Subsequent event | Common Units | ||||||||
Subsequent Event [Line Items] | ||||||||
LTIP units, percentage increase | $ 15 | |||||||
Subsequent event | Stonepeak Rocket | Common Units | The "Warrant Amendment" | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of common units excluded from warrant | 1,201,928 | |||||||
Subsequent event | Levo JV LLC | Class B Preferred Units | Levo JV LLC Agreement | Evolve Transition Infrastructure LP and Stonepeak Rocket | ||||||||
Subsequent Event [Line Items] | ||||||||
Joint venture unit price per share | $ 1,000 | |||||||
Subsequent event | Levo JV LLC | Class B Preferred Units | Levo JV LLC Agreement | Evolve Transition Infrastructure LP | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred Units, Issued | 1 | |||||||
Subsequent event | Levo JV LLC | Class C Common Units | Levo JV LLC Agreement | Evolve Transition Infrastructure LP | ||||||||
Subsequent Event [Line Items] | ||||||||
Units issued | 49,000 | |||||||
Subsequent event | Levo JV LLC | Class B Preferred Units and Class C Common Units | Levo JV LLC Agreement | Evolve Transition Infrastructure LP | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate purchase price | $ 1,004.90 | |||||||
Subsequent event | Levo JV LLC | Stonepeak Rocket | Class B Preferred Units | Levo JV LLC Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred Units, Issued | 2,800 | |||||||
Subsequent event | Levo JV LLC | Stonepeak Rocket | Class C Common Units | Levo JV LLC Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Units issued | 441,000 | |||||||
Subsequent event | Levo JV LLC | Stonepeak Rocket | Class B Preferred Units and Class C Common Units | Levo JV LLC Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate purchase price | $ 2,800,044.10 | |||||||
Subsequent event | Levo JV LLC | Nuvve Holding Corp | Class A Common Units | Levo JV LLC Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Units issued | 510,000 |