|
Equity and Distributions (Tables)
|
12 Months Ended |
|
Dec. 31, 2014
|
| Limited Partners Capital Account [Line Items] |
|
| Summary of Changes in Number of Outstanding Units |
The following table summarizes changes in the number of outstanding units since December 31, 2011:
|
|
|
|
|
|
|
|
|
|
General |
|
|
|
Common |
|
|
Subordinated |
|
|
Partner |
|
|
Balance, December 31, 2011 |
|
16,661,294 |
|
|
|
5,360,912 |
|
|
|
22,044 |
|
|
Common units issued |
|
11,975,000 |
|
|
|
— |
|
|
|
— |
|
|
Restricted common units issued |
|
287,943 |
|
|
|
— |
|
|
|
— |
|
|
Restricted common units forfeited |
|
(2,334 |
) |
|
|
— |
|
|
|
— |
|
|
General partner units issued |
|
— |
|
|
|
— |
|
|
|
12,273 |
|
|
Balance, December 31, 2012 |
|
28,921,903 |
|
|
|
5,360,912 |
|
|
|
34,317 |
|
|
Common units issued |
|
26,450,000 |
|
|
|
— |
|
|
|
— |
|
|
Restricted common units issued |
|
524,717 |
|
|
|
— |
|
|
|
— |
|
|
Restricted common units forfeited |
|
(11,734 |
) |
|
|
— |
|
|
|
— |
|
|
Restricted common units repurchased (1) |
|
(7,055 |
) |
|
|
— |
|
|
|
— |
|
|
General partner units issued |
|
— |
|
|
|
— |
|
|
|
26,983 |
|
|
Balance, December 31, 2013 |
|
55,877,831 |
|
|
|
5,360,912 |
|
|
|
61,300 |
|
|
Common units issued |
|
24,840,000 |
|
|
|
— |
|
|
|
— |
|
|
Restricted common units issued |
|
684,954 |
|
|
|
— |
|
|
|
— |
|
|
Restricted common units forfeited |
|
(38,294 |
) |
|
|
— |
|
|
|
— |
|
|
Restricted common units repurchased (1) |
|
(42,587 |
) |
|
|
— |
|
|
|
— |
|
|
Common units repurchased under repurchase program |
|
(899,912 |
) |
|
|
— |
|
|
|
— |
|
|
General partner units issued |
|
— |
|
|
|
— |
|
|
|
25,497 |
|
|
Balance, December 31, 2014 |
|
80,421,992 |
|
|
|
5,360,912 |
|
|
|
86,797 |
|
|
(1) |
Restricted common units are generally net-settled by unitholders to cover the required withholding tax upon vesting. Unitholders surrendered units with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total payments remitted for the employees’ tax obligations to the appropriate taxing authorities were $1.0 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively. These net-settlements had the effect of unit repurchases by the Partnership as they reduced the number of units that would have otherwise been outstanding as a result of the vesting and did not represent an expense to the Partnership. | |
| Summary of Incentive Distributions |
The holders of the IDRs are entitled to incentive distributions if the amount we distribute with respect to one quarter exceeds specified target levels shown below:
|
|
|
Target Quarterly Distributions |
|
|
Marginal Percentage Interest in Distributions |
|
|
|
|
Target Amount |
|
|
Unitholders |
|
|
General Partner |
|
|
IDR (1) |
|
|
Minimum Quarterly Distribution |
|
$ |
0.4750 |
|
|
|
99.9 |
% |
|
|
0.1 |
% |
|
|
— |
|
|
First Target Distribution |
|
above $0.4750 up to $0.54625 |
|
|
|
99.9 |
% |
|
|
0.1 |
% |
|
|
— |
|
|
Second Target Distribution |
|
above $0.54625 up to $0.59375 |
|
|
|
85.0 |
% |
|
|
0.1 |
% |
|
|
14.9 |
% |
|
Thereafter |
|
above $0.59375 |
|
|
|
75.0 |
% |
|
|
0.1 |
% |
|
|
24.9 |
% |
|
(1) The Funds collectively indirectly own 50% of our incentive distribution rights. The remaining IDRs are owned by our general partner.
|
|
| Summary of Quarterly Cash Distribution Rates |
The following table summarizes our declared quarterly cash distribution rates with respect to the quarter indicated (dollars in millions, except per unit amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution |
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Aggregate |
|
|
Received by |
|
|
Quarter |
|
Declaration Date |
|
Record Date |
|
Payable Date |
|
Per Unit |
|
|
Distribution |
|
|
Affiliates |
|
|
4th Quarter 2014 |
|
January 26, 2015 |
|
February 5, 2015 |
|
February 12, 2015 |
|
$ |
0.5500 |
|
|
$ |
46.3 |
|
|
$ |
3.1 |
|
|
3rd Quarter 2014 |
|
October 23, 2014 |
|
November 5, 2014 |
|
November 12, 2014 |
|
$ |
0.5500 |
|
|
$ |
47.8 |
|
|
$ |
3.1 |
|
|
2nd Quarter 2014 |
|
July 24, 2014 |
|
August 5, 2014 |
|
August 12, 2014 |
|
$ |
0.5500 |
|
|
$ |
39.5 |
|
|
$ |
3.0 |
|
|
1st Quarter 2014 |
|
April 24, 2014 |
|
May 6, 2014 |
|
May 13, 2014 |
|
$ |
0.5500 |
|
|
$ |
33.8 |
|
|
$ |
3.0 |
|
|
4th Quarter 2013 |
|
January 27, 2014 |
|
February 6, 2014 |
|
February 13, 2014 |
|
$ |
0.5500 |
|
|
$ |
33.8 |
|
|
$ |
3.0 |
|
|
3rd Quarter 2013 |
|
October 22, 2013 |
|
November 1, 2013 |
|
November 12, 2013 |
|
$ |
0.5500 |
|
|
$ |
33.8 |
|
|
$ |
6.9 |
|
|
2nd Quarter 2013 |
|
July 18, 2013 |
|
August 1, 2013 |
|
August 12, 2013 |
|
$ |
0.5125 |
|
|
$ |
22.9 |
|
|
$ |
6.4 |
|
|
1st Quarter 2013 |
|
April 18, 2013 |
|
May 1, 2013 |
|
May 13, 2013 |
|
$ |
0.5125 |
|
|
$ |
22.6 |
|
|
$ |
6.4 |
|
|
4th Quarter 2012 |
|
January 15, 2013 |
|
February 1, 2013 |
|
February 13, 2013 |
|
$ |
0.5075 |
|
|
$ |
17.4 |
|
|
$ |
6.3 |
|
|
3rd Quarter 2012 |
|
October 19, 2012 |
|
November 1, 2012 |
|
November 12, 2012 |
|
$ |
0.4950 |
|
|
$ |
11.1 |
|
|
$ |
6.2 |
|
|
2nd Quarter 2012 |
|
July 19, 2012 |
|
August 1, 2012 |
|
August 13, 2012 |
|
$ |
0.4800 |
|
|
$ |
10.7 |
|
|
$ |
6.0 |
|
|
1st Quarter 2012 |
|
April 19, 2012 |
|
May 1, 2012 |
|
May 14, 2012 |
|
$ |
0.4800 |
|
|
$ |
10.7 |
|
|
$ |
6.0 |
|
|
| Previous Owners [Member] |
|
| Limited Partners Capital Account [Line Items] |
|
| Summary of Previous Owners' Equity Transactions |
The following table summarizes our previous owners’ equity transactions with respect to the period indicated (dollars in thousands):
|
|
|
Tanos/Classic Properties |
|
|
REO |
|
|
WHT Properties |
|
|
Cinco Group |
|
|
Property Swap |
|
|
Total Previous Owners |
|
|
Balance, December 31, 2011 |
|
$ |
50,853 |
|
|
$ |
72,755 |
|
|
$ |
99,524 |
|
|
$ |
211,444 |
|
|
$ |
148,582 |
|
|
$ |
583,158 |
|
|
Net income |
|
|
1,000 |
|
|
|
28,691 |
|
|
|
8,369 |
|
|
|
8,233 |
|
|
|
(23,451 |
) |
|
|
22,842 |
|
|
Contributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
64,597 |
|
|
|
— |
|
|
|
64,597 |
|
|
Contribution of oil and gas properties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,893 |
|
|
|
— |
|
|
|
6,893 |
|
|
Distribution attributable to net assets acquired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
27,000 |
|
|
|
27,000 |
|
|
Net book value of net assets acquired by Partnership |
|
|
(50,639 |
) |
|
|
(93,696 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(144,335 |
) |
|
Contribution related to sale of assets to NGP affiliate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,138 |
|
|
|
— |
|
|
|
40,138 |
|
|
Net book value of net assets acquired by NGP affiliate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(33,859 |
) |
|
|
— |
|
|
|
(33,859 |
) |
|
Distributions |
|
|
(1,214 |
) |
|
|
(7,750 |
) |
|
|
— |
|
|
|
(20,553 |
) |
|
|
1,079 |
|
|
|
(28,438 |
) |
|
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(92 |
) |
|
|
(112 |
) |
|
|
(204 |
) |
|
Balance, December 31, 2012 |
|
|
— |
|
|
|
— |
|
|
|
107,893 |
|
|
|
276,801 |
|
|
|
153,098 |
|
|
|
537,792 |
|
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
(1,219 |
) |
|
|
12,494 |
|
|
|
40,737 |
|
|
|
52,012 |
|
|
Contributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,233 |
|
|
|
89,570 |
|
|
|
96,803 |
|
|
Distribution attributable to net assets acquired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
55,281 |
|
|
|
— |
|
|
|
55,281 |
|
|
Net book value of net assets acquired by Partnership |
|
|
— |
|
|
|
— |
|
|
|
(106,674 |
) |
|
|
(297,627 |
) |
|
|
— |
|
|
|
(404,301 |
) |
|
Distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(31,098 |
) |
|
|
— |
|
|
|
(31,098 |
) |
|
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,302 |
) |
|
|
— |
|
|
|
(2,302 |
) |
|
Net assets retained by previous owners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20,782 |
) |
|
|
— |
|
|
|
(20,782 |
) |
|
Balance, December 31, 2013 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
283,405 |
|
|
$ |
283,405 |
|
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,465 |
) |
|
|
(2,465 |
) |
|
Contributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,990 |
|
|
|
5,990 |
|
|
Distributions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,886 |
) |
|
|
(9,886 |
) |
|
Distribution of net asset to MRD Holdco |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(26,131 |
) |
|
|
(26,131 |
) |
|
Tax related effects attributable to Memorial Resource restructuring transactions and initial public offering |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(30,483 |
) |
|
|
(30,483 |
) |
|
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
227 |
|
|
|
227 |
|
|
Balance, December 31, 2014 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
220,657 |
|
|
$ |
220,657 |
|
|