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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Penntex Midstream Partners, LP Representing Limited Partnership Interests | NASDAQ:PTXP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 20.00 | 19.99 | 20.00 | 0 | 01:00:00 |
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FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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47-1669563
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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8111 Westchester Drive, Suite 600
Dallas, Texas
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75225
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(Address of principal executive offices)
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(Zip Code)
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(832) 456-4000
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(Registrant’s telephone number, including area code)
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11931 Wickchester Lane, Suite 300
Houston, Texas |
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77043
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(Former address, if changed since last report.)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
x
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Page
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•
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our primary customer’s inability to successfully execute its drilling and development plan in northern Louisiana on a timely basis or at all;
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•
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our ability to successfully implement our business strategy;
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•
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realized natural gas, NGL and oil prices;
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March 31, 2017
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December 31, 2016
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||||
Assets
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||||
Current assets:
|
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||||
Cash and cash equivalents
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$
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4,490
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|
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$
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8,442
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Accounts receivable
|
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17,373
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15,225
|
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Other receivables
|
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118
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112
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Materials and supplies
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2,813
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2,391
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Prepaid and other current assets
|
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275
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371
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Total current assets
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25,069
|
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26,541
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Property, plant and equipment, net
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359,766
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362,906
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Intangible assets, net
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19,767
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20,064
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Total non-current assets
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379,533
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382,970
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Total assets
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$
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404,602
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$
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409,511
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||||
Liabilities
|
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||||
Current liabilities:
|
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|
||||
Accounts payable
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$
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385
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$
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224
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Accounts payable—related party
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3,400
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|
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626
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Other current liabilities
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3,113
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3,198
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Total current liabilities
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6,898
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4,048
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Long-term debt, net
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152,809
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163,973
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Deferred revenues
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32,832
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23,313
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Other non-current liabilities
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90
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90
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Total liabilities
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192,629
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191,424
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Equity
|
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||||
Partners’ equity:
|
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|
||||
Limited Partners:
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||||
Common units (20,714,256 units issued and outstanding as of March 31, 2017 and December 31, 2016)
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215,712
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218,821
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Subordinated units (20,000,000 units issued and outstanding as of March 31, 2017 and December 31, 2016)
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(3,739
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)
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(734
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)
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General partner
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—
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—
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Total equity
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211,973
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218,087
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Total liabilities and equity
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$
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404,602
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$
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409,511
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Three months ended March 31,
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||||||
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2017
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2016
|
||||
Revenues
|
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$
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17,071
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$
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17,649
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|
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Operating expenses:
|
|
|
|
|
||||
Cost of revenues
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2,688
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2,192
|
|
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General and administrative expense
|
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1,672
|
|
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3,935
|
|
||
Operating and maintenance expense
|
|
1,484
|
|
|
2,619
|
|
||
Depreciation and amortization expense
|
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3,435
|
|
|
3,346
|
|
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Taxes other than income taxes
|
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281
|
|
|
227
|
|
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Total operating expenses
|
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9,560
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|
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12,319
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|
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Operating income
|
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7,511
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|
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5,330
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|
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Interest expense, net
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1,615
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1,813
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Net income
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$
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5,896
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$
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3,517
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Earnings per common unit:
|
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Basic
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$
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0.14
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$
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0.12
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Diluted
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$
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0.14
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$
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0.12
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Weighted average common and common equivalent units outstanding:
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Basic
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20,714,256
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20,000,000
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Diluted
|
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20,714,256
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20,000,000
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||||
Cash distribution declared per unit
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$
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0.2950
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$
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0.2750
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Three months ended March 31,
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2017
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2016
|
||||
Operating activities
|
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|
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Net income
|
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$
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5,896
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$
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3,517
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Adjustments to reconcile net income to cash provided by operating activities:
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|
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Depreciation and amortization expense
|
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3,435
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3,346
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Accretion of debt discount
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336
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332
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|
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Equity-based compensation expense
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—
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1,151
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|
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Non-cash contribution for general and administrative expense
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—
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1,157
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|
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Changes in deferred revenue, net
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9,520
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4,116
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Changes in operating assets and liabilities:
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|
||||
Accounts receivable
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(2,139
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)
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(384
|
)
|
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Accounts receivable - related party
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|
(9
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)
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(4,401
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)
|
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Prepaid and other current assets
|
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(331
|
)
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2,313
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|
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Accounts payable
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161
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(444
|
)
|
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Accounts payable - related party
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2,773
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227
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|
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Other liabilities
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(84
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)
|
|
812
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|
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Cash provided by operating activities
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19,558
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11,742
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|
||||
Investing activities
|
|
|
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|
||||
Property, plant and equipment expenditures
|
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—
|
|
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(9,386
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)
|
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Intangible assets expenditures
|
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—
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|
|
(45
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)
|
||
Cash used in investing activities
|
|
—
|
|
|
(9,431
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)
|
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|
||||
Financing activities
|
|
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|
||||
Proceeds from long-term debt
|
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—
|
|
|
14,500
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|
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Payments on long-term debt
|
|
(11,500
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)
|
|
(11,500
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)
|
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Payments for debt issuance costs
|
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—
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|
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(10
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)
|
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Distributions to unitholders
|
|
(12,010
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)
|
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(11,000
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)
|
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Phantom units surrendered to pay taxes
|
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—
|
|
|
(174
|
)
|
||
Cash used in financing activities
|
|
(23,510
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)
|
|
(8,184
|
)
|
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Net change in cash and cash equivalents
|
|
(3,952
|
)
|
|
(5,873
|
)
|
||
Cash and cash equivalents—beginning of period
|
|
8,442
|
|
|
7,760
|
|
||
Cash and cash equivalents—end of period
|
|
$
|
4,490
|
|
|
$
|
1,887
|
|
|
|
|
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|
||||
Supplemental cash flows:
|
|
|
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|
||||
Interest paid, net of capitalized interest
|
|
$
|
1,619
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|
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$
|
1,583
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|
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General
Partner |
|
Common
Units |
|
Subordinated
Units |
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
218,821
|
|
|
$
|
(734
|
)
|
|
$
|
218,087
|
|
Distributions to unitholders
|
|
—
|
|
|
(6,110
|
)
|
|
(5,900
|
)
|
|
(12,010
|
)
|
||||
Net income
|
|
—
|
|
|
3,001
|
|
|
2,895
|
|
|
5,896
|
|
||||
Balance at March 31, 2017
|
|
$
|
—
|
|
|
$
|
215,712
|
|
|
$
|
(3,739
|
)
|
|
$
|
211,973
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
$275 million MLP revolving credit facility
|
|
$
|
156,500
|
|
|
$
|
168,000
|
|
Unamortized debt issuance costs
|
|
(3,691
|
)
|
|
(4,027
|
)
|
||
Total long-term debt
|
|
$
|
152,809
|
|
|
$
|
163,973
|
|
Total borrowing capacity
|
|
$
|
275,000
|
|
Less: Outstanding borrowings
|
|
156,500
|
|
|
Less: Letters of credit issued
|
|
1,000
|
|
|
Available borrowing capacity
|
|
$
|
117,500
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||
Net income
|
|
$
|
5,896
|
|
|
$
|
3,517
|
|
Less: Net loss attributable to general partner
|
|
—
|
|
|
(1,157
|
)
|
||
Net income attributable to the Partnership
|
|
5,896
|
|
|
4,674
|
|
||
Less:
|
|
|
|
|
||||
Payments for distribution equivalents
(2)
|
|
—
|
|
|
174
|
|
||
Limited partners’ distribution declared on common units
(1)
|
|
6,110
|
|
|
5,501
|
|
||
Limited partners’ distribution declared on subordinated units
(1)
|
|
5,900
|
|
|
5,500
|
|
||
Distribution in excess of net income attributable to the Partnership
|
|
(6,114
|
)
|
|
(6,501
|
)
|
||
Distribution in excess of net income attributable to equity-based awards
|
|
—
|
|
|
(101
|
)
|
||
Distribution in excess of net income attributable to partners
|
|
$
|
(6,114
|
)
|
|
$
|
(6,400
|
)
|
|
|
General
Partner |
|
Limited
Partners— Common Units |
|
Limited
Partners— Subordinated Units |
|
Total
|
||||||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to the limited partner unitholders:
|
|
|
|
|
|
|
|
|
||||||||
Distribution declared
(1)
|
|
$
|
—
|
|
|
$
|
6,110
|
|
|
$
|
5,900
|
|
|
$
|
12,010
|
|
Distribution in excess of net income attributable to partners
|
|
—
|
|
|
(3,111
|
)
|
|
(3,003
|
)
|
|
(6,114
|
)
|
||||
Net income attributable to limited partners
|
|
$
|
—
|
|
|
$
|
2,999
|
|
|
$
|
2,897
|
|
|
$
|
5,896
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common units outstanding:
|
|
|
|
|
|
|
||||||||||
Basic
|
|
—
|
|
|
20,714,256
|
|
|
20,000,000
|
|
|
40,714,256
|
|
||||
Diluted
|
|
—
|
|
|
20,714,256
|
|
|
20,000,000
|
|
|
40,714,256
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per common unit:
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
|
||||
Diluted
|
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
|
|
|
General
Partner |
|
Limited
Partners— Common Units |
|
Limited
Partners— Subordinated Units |
|
Total
|
||||||||
|
|
(in thousands, except unit and per unit amounts)
|
||||||||||||||
Three months ended March 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to the limited partner unitholders:
|
|
|
|
|
|
|
|
|
||||||||
Distribution declared
|
|
$
|
—
|
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
11,000
|
|
Distribution in excess of net income attributable to partners
|
|
—
|
|
|
(3,200
|
)
|
|
(3,200
|
)
|
|
(6,400
|
)
|
||||
Net income attributable to partners
|
|
$
|
—
|
|
|
$
|
2,300
|
|
|
$
|
2,300
|
|
|
$
|
4,600
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common units outstanding:
|
|
|
|
|
|
|
||||||||||
Basic
|
|
—
|
|
|
20,000,000
|
|
|
20,000,000
|
|
|
40,000,000
|
|
||||
Diluted
|
|
—
|
|
|
20,000,000
|
|
|
20,000,000
|
|
|
40,000,000
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per common unit:
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
|
||||
Diluted
|
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
|
|
Three months ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Allocated general and administrative expenses:
|
|
|
|
||||
Cash
|
$
|
1,000
|
|
|
$
|
750
|
|
Non-cash
|
—
|
|
|
1,157
|
|
||
Operating and maintenance expenses
|
730
|
|
|
1,152
|
|
||
Total
|
$
|
1,730
|
|
|
$
|
3,059
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Revenue
|
|
$
|
17,071
|
|
|
$
|
17,649
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
||||
Cost of revenues
|
|
2,688
|
|
|
2,192
|
|
||
General and administrative expense
|
|
1,672
|
|
|
3,935
|
|
||
Operating and maintenance expense
|
|
1,484
|
|
|
2,619
|
|
||
Depreciation and amortization expense
|
|
3,435
|
|
|
3,346
|
|
||
Taxes other than income taxes
|
|
281
|
|
|
227
|
|
||
Total operating expenses
|
|
9,560
|
|
|
12,319
|
|
||
Operating income
|
|
$
|
7,511
|
|
|
$
|
5,330
|
|
|
|
|
|
|
||||
Adjusted EBITDA
(1)
|
|
$
|
20,466
|
|
|
$
|
15,100
|
|
|
|
|
|
|
||||
Operating Data:
|
|
|
|
|
||||
Gathering (MDth/d)
|
|
265
|
|
|
308
|
|
||
Processing (MDth/d)
|
|
235
|
|
|
276
|
|
||
Transportation (MDth/d)
|
|
204
|
|
|
243
|
|
||
NGL transportation (Bbls/d)
|
|
9,656
|
|
|
9,740
|
|
•
|
incur or guarantee additional debt, including certain hedging obligations;
|
•
|
make certain investments and acquisitions;
|
•
|
incur certain liens or permit them to exist;
|
•
|
alter our lines of business;
|
•
|
enter into certain types of transactions with affiliates;
|
•
|
merge or consolidate with another company; and
|
•
|
transfer, sell or otherwise dispose of assets.
|
•
|
events of default resulting from our failure or the failure of any guarantors to comply with covenants and financial ratios;
|
•
|
the occurrence of a change of control;
|
•
|
the institution of insolvency or similar proceedings against us or any guarantor; and
|
•
|
the occurrence of a default under any other material indebtedness we or any guarantor may have.
|
|
Three months ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
19,558
|
|
|
$
|
11,742
|
|
Investing activities
|
$
|
—
|
|
|
$
|
(9,431
|
)
|
Financing activities
|
$
|
(23,510
|
)
|
|
$
|
(8,184
|
)
|
|
|
|
|
Distributions
|
|
|
|
Distribution
per Limited Partner Unit |
||||||||
|
|
|
|
Common
Units |
|
Subordinated
Units |
|
Incentive
Distribution Rights |
|
|
|
|||||
Three Months Ended
|
|
Date Paid/To Be Paid
|
|
|
|
|
Total
|
|
||||||||
|
|
|
(in thousands, except per unit amounts)
|
|||||||||||||
March 31, 2017
(1)
|
|
May 12, 2017
|
|
$6,110
|
|
$5,900
|
|
$—
|
|
$
|
12,010
|
|
|
$
|
0.2950
|
|
December 31, 2016
|
|
February 14, 2017
|
|
$6,110
|
|
$5,900
|
|
$—
|
|
$
|
12,010
|
|
|
$
|
0.2950
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Reconciliation to Net Cash Provided by Operating Activities:
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
19,558
|
|
|
$
|
11,742
|
|
Plus:
|
|
|
|
|
||||
Cash interest expense related to operating activities
|
|
1,280
|
|
|
1,481
|
|
||
Changes in working capital
|
|
(372
|
)
|
|
1,877
|
|
||
Adjusted EBITDA
|
|
20,466
|
|
|
15,100
|
|
||
Less:
|
|
|
|
|
||||
Cash interest expense related to operating activities
|
|
1,280
|
|
|
1,481
|
|
||
Maintenance capital expenditures
|
|
—
|
|
|
158
|
|
||
Distribution equivalents paid in cash
(1)
|
|
—
|
|
|
174
|
|
||
Distributable cash flow
|
|
$
|
19,186
|
|
|
$
|
13,287
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Net income
|
|
$
|
5,896
|
|
|
$
|
3,517
|
|
Add:
|
|
|
|
|
||||
Interest expense, net
|
|
1,615
|
|
|
1,813
|
|
||
Depreciation and amortization expense
|
|
3,435
|
|
|
3,346
|
|
||
Changes to deferred revenue, net
|
|
9,520
|
|
|
4,116
|
|
||
Equity-based compensation expense
|
|
—
|
|
|
1,151
|
|
||
Non-cash contribution for general and administrative expense
|
|
—
|
|
|
1,157
|
|
||
Adjusted EBITDA
|
|
$
|
20,466
|
|
|
$
|
15,100
|
|
|
|
PennTex Midstream Partners, LP
|
|
|
|
|
|
May 4, 2017
|
|
By:
|
PennTex Midstream GP, LLC, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas E. Long
|
|
|
Name:
|
Thomas E. Long
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Certificate of Limited Partnership of PennTex Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to PennTex Midstream Partners, LP’s registration statement on Form S-1, as amended (File No. 333-199020), initially filed with the Commission on September 30, 2014).
|
|
|
|
3.2
|
|
First Amended and Restated Agreement of Limited Partnership of PennTex Midstream Partners, LP, dated as of June 9, 2015 (incorporated by reference to Exhibit 3.1 to PennTex Midstream Partners, LP’s Current Report on Form 8-K filed with the Commission on June 9, 2015).
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
32.1**
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Definition Linkbase Document
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.LAB*
|
|
XBRL Labels Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.SCH*
|
|
XBRL Schema Document
|
1 Year PENNTEX MIDSTREAM PARTNERS, LP Chart |
1 Month PENNTEX MIDSTREAM PARTNERS, LP Chart |
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