EX-99.02 8 vlpform8-kexhibit9902profo.htm EXHIBIT 99.02 Exhibit
EXHIBIT 99.02
VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Set forth on the following pages are the unaudited pro forma consolidated balance sheet as of June 30, 2017 and the unaudited pro forma consolidated statements of income for the six months ended June 30, 2017, and for the years ended December 31, 2016, 2015, and 2014, together with the notes to the unaudited pro forma consolidated financial statements, of Valero Energy Partners LP. Unless otherwise stated or the context otherwise indicates, all references to the “Partnership,” “us,” “our,” “we,” or similar expressions refer to Valero Energy Partners LP, one or more of its consolidated subsidiaries, or all of them taken as a whole. References in this report to “Valero” refer collectively to Valero Energy Corporation and its subsidiaries, other than Valero Energy Partners LP, any of its subsidiaries, or its general partner. The pro forma consolidated financial statements have been prepared based on the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Report on Form 10-Q for the period ended June 30, 2017, with certain pro forma adjustments made to those financial statements as further discussed below. The pro forma consolidated financial statements should be read in conjunction with such historical consolidated financial statements, including the related financial statement notes.

Effective November 1, 2017, the Partnership entered into a purchase and sale agreement with Valero to acquire Parkway Pipeline LLC (Parkway Pipeline), a subsidiary of Valero. The Partnership acquired Parkway Pipeline for cash consideration of $200.0 million, which was funded with $35.0 million of our cash on hand and $165.0 million of borrowings under our revolving credit facility. In addition, the board of directors of our general partner approved the Partnership’s entry into various agreements with Valero related to the purchase and sale agreement, including amended and restated schedules to our amended and restated omnibus agreement, amended and restated exhibits to an amended and restated services and secondment agreement, and an amendment of the existing transportation services agreement between Parkway Pipeline and Valero (the “Letter Amendment to Transportation Services Agreement”). The unaudited proforma consolidated financial statements include adjustments related to the acquisition of Parkway Pipeline.

Parkway Pipeline owns and operates a 141-mile, 16-inch refined petroleum products pipeline with 110,000 barrels per day of capacity that transports refined petroleum products from Valero’s St. Charles Refinery, in Norco, Louisiana to Collins, Mississippi for supply into the Plantation pipeline system.

The Partnership owns Parkway Pipeline and began receiving fees for services commencing on November 1, 2017. Pursuant to the terms of the amended and restated services and secondment agreement, the Partnership reimburses Valero for the costs (including wages and benefits) of certain personnel who are seconded to our general partner and provide certain operational services to us in support of our pipeline, terminaling, and storage facilities, including Parkway Pipeline. Pursuant to the terms of the amended and restated schedules to our amended and restated omnibus agreement, the operational and administrative support fee owed by us to Valero increased from $12.5 million to $13.2 million annually as of November 1, 2017 for additional services provided in connection with the acquisition, of which $262,000 is associated with Parkway Pipeline.

The assets of Parkway Pipeline are recorded at historical cost as the acquisition is considered to be a reorganization of entities under common control. The pro forma adjustments are based on currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma amounts. However, our management believes the assumptions are reasonable for presenting the significant effects of the transactions and that the pro forma adjustments give appropriate effect to those assumptions, are factually supportable, and are properly applied in the pro forma financial statements.



1




VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The pro forma adjustments have been prepared as if the transactions effected as of the date of the acquisition had taken place on June 30, 2017 in the case of the unaudited pro forma consolidated balance sheet, and as of January 1, 2016 in the case of the unaudited pro forma consolidated statements of income for the six months ended June 30, 2017 and the year ended December 31, 2016. Pro forma adjustments were not applied to the unaudited pro forma consolidated statements of income for the years ended December 31, 2015 and 2014, as the presentation of pro forma transactions cannot meaningfully or accurately depict what operating results would have been had the acquisition occurred at a date earlier than January 1, 2016.

The pro forma financial statements give pro forma effect to the matters described in the accompanying notes, including:

•
the acquisition of Parkway Pipeline from Valero for cash consideration of $200.0 million, which was funded with $35.0 million of our cash on hand and $165.0 million of borrowings under our revolving credit facility;

•
our entry into the Letter Amendment to Transportation Services Agreement with Valero, and the recognition of terminaling revenue under those schedules for the volumes throughput and handled by Parkway Pipeline during the periods presented;

•
our entry into amended and restated schedules to our amended and restated omnibus agreement with Valero;

•
our general partner’s entry into amended and restated exhibits to an amended and restated services and secondment agreement with Valero;

•
the estimated interest expense that would have been incurred had we borrowed $165.0 million under the revolving credit facility; and

•
the increase in the deferred tax liability related to the associated adjustment for the tax basis in Parkway Pipeline partially offset by a reduction in the apportionment rate of the Texas margin tax.

The pro forma financial statements may not be indicative of the results that actually would have occurred if the acquisition had occurred on the dates indicated, or the results that will be obtained in the future.



2

VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2017
(in thousands)
 
 
Historical
 
Acquired
Business
 
Pro Forma
Adjustments
 
 
 
Pro Forma
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
87,977

 
$
—

 
$
(35,300
)
 
(a)
 
$
52,677

Receivables – related party
 
35,439

 
—

 
—

 
 
 
35,439

Receivables
 
809

 
—

 
—

 
 
 
809

Inventories
 
—

 
107

 
—

 
 
 
107

Prepaid expenses and other
 
631

 
—

 
—

 
 
 
631

Total current assets
 
124,856

 
107

 
(35,300
)
 
 
 
89,663

Property and equipment, at cost
 
1,318,911

 
267,951

 
300

 
(b)
 
1,587,162

Accumulated depreciation
 
(374,109
)
 
(29,226
)
 
—

 
 
 
(403,335
)
Property and equipment, net
 
944,802

 
238,725

 
300

 
 
 
1,183,827

Deferred charges and other assets, net
 
2,759

 
4,463

 
—

 
 
 
7,222

Total assets
 
$
1,072,417

 
$
243,295

 
$
(35,000
)
 
 
 
$
1,280,712

LIABILITIES AND
PARTNERS’ CAPITAL
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
9,669

 
$
1,037

 
$
(1,037
)
 
(c)
 
$
9,669

Accounts payable – related party
 
6,693

 
—

 
—

 
 
 
6,693

Accrued liabilities
 
752

 
—

 
—

 
 
 
752

Accrued liabilities – related party
 
178

 
—

 
—

 
 
 
178

Accrued interest payable
 
976

 
—

 
—

 
 
 
976

Accrued interest payable – related party
 
786

 
—

 
—

 
 
 
786

Taxes other than income taxes
 
2,894

 
2,913

 
(2,913
)
 
(c)
 
2,894

Deferred revenue – related party
 
368

 
—

 
—

 

 
368

Total current liabilities
 
22,316

 
3,950

 
(3,950
)
 
 
 
22,316

Debt
 
525,072

 
—

 
165,000

 
(e)
 
690,072

Notes payable – related party
 
370,000

 
—

 
—

 
 
 
370,000

Other long-term liabilities
 
1,888

 
—

 
133

 
(f)
 
2,021

Partners’ capital:
 
 
 
 
 
 
 
 
 
 
Common unitholders – public
 
579,002

 
—

 
—

 

 
579,002

Common unitholder – Valero
 
(417,210
)
 
—

 
41,886

 
(g)
 
(375,324
)
General partner – Valero
 
(8,651
)
 
—

 
1,276

 
(g)
 
(7,375
)
Member’s equity
 
—

 
239,345

 
(239,345
)
 
(h)
 
—

Total partners’ capital
 
153,141

 
239,345

 
(196,183
)
 
 
 
196,303

Total liabilities and partners’ capital
 
$
1,072,417

 
$
243,295

 
$
(35,000
)
 
 
 
$
1,280,712


See Notes to Unaudited Pro Forma Consolidated Financial Statements.



3


VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2017
(in thousands)

 
 
Historical
 
Acquired
Business
 
Pro Forma
Adjustments
 
 
 
Pro Forma
 
Operating revenues – related party
 
$
216,361

 
$
14,751

 
$
(4,513
)
 
(d)
 
$
226,599

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues (excluding depreciation expense reflected below)
 
50,600

 
3,187

 
—

 
 
 
53,787

 
Depreciation expense
 
24,280

 
3,894

 
5

 
(i)
 
28,179

 
Other operating expenses
 
—

 
222

 
—

 
 
 
222

 
General and administrative expenses
 
7,693

 
716

 
(585
)
 
(j)
 
7,824

 
Total costs and expenses
 
82,573

 
8,019

 
(580
)
 
 
 
90,012

 
Operating income
 
133,788

 
6,732

 
(3,933
)
 
 
 
136,587

 
Other income, net
 
246

 
—

 
—

 
 
 
246

 
Interest expense
 
(16,840
)
 
—

 
(1,689
)
 
(k)
 
(18,529
)
 
Income before income taxes
 
117,194

 
6,732

 
(5,622
)
 
 
 
118,304

 
Income tax expense
 
614

 
—

 
10

 
(l)
 
624

 
Net income
 
116,580

 
6,732

 
(5,632
)
 
 
 
117,680

 
Less: Net income attributable to predecessor
 
—

 
6,732

 
(6,732
)
 
 
 
—

 
Net income attributable to partners
 
116,580

 
—

 
1,100

 
 
 
117,680

 
Less: General partner’s interest in net income
 
20,886

 
—

 
22

 
(m)
 
20,908

 
Limited partners’ interest in net income
 
$
95,694

 
$
—

 
$
1,078

 
 
 
$
96,772

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted
 
$
1.41

 
 
 
 
 
 
 
$
1.43

(n)
Weighted-average limited partner units outstanding – basic and diluted
 
67,912

 
 
 
—

 
 
 
67,912

 
See Notes to Unaudited Pro Forma Consolidated Financial Statements.




4

VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2016
(in thousands)

 
 
Historical
 
Acquired
Business
 
Pro Forma
Adjustments
 
 
 
Pro Forma
 
 
 
(Audited)
 
(Audited)
 
 
 
 
 
 
 
Operating revenues – related party
 
$
362,619

 
$
30,200

 
$
(7,194
)
 
(d)
 
$
385,625

 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues (excluding depreciation expense reflected below)
 
96,115

 
7,440

 
—

 
 
 
103,555

 
Depreciation expense
 
45,965

 
7,736

 
9

 
(i)
 
53,710

 
Other operating expenses
 
—

 
2,526

 
—

 
 
 
2,526

 
General and administrative expenses
 
15,965

 
1,416

 
(1,154
)
 
(j)
 
16,227

 
Total costs and expenses
 
158,045

 
19,118

 
(1,145
)
 
 
 
176,018

 
Operating income
 
204,574

 
11,082

 
(6,049
)
 
 
 
209,607

 
Other income, net
 
284

 
10

 
—

 
 
 
294

 
Interest expense
 
(14,915
)
 
—

 
(2,612
)
 
(k)
 
(17,527
)
 
Income before income taxes
 
189,943

 
11,092

 
(8,661
)
 
 
 
192,374

 
Income tax expense
 
1,112

 
—

 
(101
)
 
(l)
 
1,011

 
Net income
 
188,831

 
11,092

 
(8,560
)
 
 
 
191,363

 
Less: Net income attributable to predecessor
 
(15,422
)
 
11,092

 
(11,092
)
 
 
 
(15,422
)
 
Net income attributable to partners
 
204,253

 
—

 
2,532

 
 
 
206,785

 
Less: General partner’s interest in net income
 
23,553

 
—

 
(202
)
 
(m)
 
23,351

 
Limited partners’ interest in net income
 
$
180,700

 
$
—

 
$
2,734

 
 
 
$
183,434

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit – basic and diluted
 
 
 
 
 
 
 
 
 
 
 
Common units
 
$
2.85

 
 
 
 
 
 
 
$
2.89

(n)
Subordinated units
 
$
2.38

 
 
 
 
 
 
 
$
2.42

(n)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding –
basic and diluted:
 
 
 
 
 
 
 
Common units
 
48,817

 
 
 
—

 
 
 
48,817

 
Subordinated units
 
17,463

 
 
 
—

 
 
 
17,463

 
See Notes to Unaudited Pro Forma Consolidated Financial Statements.




5

VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2015
(In Thousands)

 
 
Historical
 
Acquired
Business
 
Pro Forma
 
 
(Audited)
 
 
 
 
Operating revenues – related party
 
$
243,624

 
$
30,479

 
$
274,103

Costs and expenses:
 
 
 
 
 
 
Cost of revenues (excluding depreciation expense reflected below)
 
105,973

 
5,866

 
111,839

Depreciation expense
 
45,678

 
7,720

 
53,398

Other operating revenues
 
—

 
4,594

 
4,594

General and administrative expenses
 
14,520

 
468

 
14,988

Total costs and expenses
 
166,171

 
18,648

 
184,819

Operating income
 
77,453

 
11,831

 
89,284

Other income, net
 
223

 
—

 
223

Interest expense
 
(6,113
)
 
(25
)
 
(6,138
)
Income before income taxes
 
71,563

 
11,806

 
83,369

Income tax expense
 
251

 
—

 
251

Net income
 
71,312

 
11,806

 
83,118

Less: Net income (loss) attributable to predecessor
 
(60,566
)
 
11,806

 
(48,760
)
Net income attributable to partners
 
131,878

 
—

 
131,878

Less: General partner’s interest in net income
 
6,069

 
—

 
6,069

Limited partners’ interest in net income
 
$
125,809

 
$
—

 
$
125,809

 
 
 
 
 
 
 
Net income per limited partner unit –
basic and diluted:
 
 
 
 
 
 
Common units
 
$
2.12

 
 
 
$
2.12

Subordinated units
 
$
2.07

 
 
 
$
2.07

 
 
 
 
 
 
 
Weighted-average limited partner units outstanding –
basic and diluted:
 
 
Common units
 
31,222

 
 
 
31,222

Subordinated units
 
28,790

 
 
 
28,790


See Notes to Unaudited Pro Forma Consolidated Financial Statements.




6

VALERO ENERGY PARTNERS LP
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2014
(In Thousands)

 
 
Historical
 
Acquired
Business
 
Pro Forma
 
 
(Audited)
 
 
 
 
Operating revenues – related party
 
$
129,180

 
$
30,168

 
$
159,348

Costs and expenses:
 
 
 
 
 
 
Cost of revenues (excluding depreciation expense reflected below)
 
111,114

 
6,832

 
117,946

Depreciation expense
 
37,909

 
7,722

 
45,631

General and administrative expenses
 
13,602

 
399

 
14,001

Total costs and expenses
 
162,625

 
14,953

 
177,578

Operating income (loss)
 
(33,445
)
 
15,215

 
(18,230
)
Other income, net
 
1,504

 
—

 
1,504

Interest expense
 
(872
)
 
3

 
(869
)
Income (loss) before income taxes
 
(32,813
)
 
15,218

 
(17,595
)
Income tax expense
 
548

 
—

 
548

Net income (loss)
 
(33,361
)
 
15,218

 
(18,143
)
Less: Net income (loss) attributable to predecessor
 
(92,642
)
 
15,218

 
(77,424
)
Net income attributable to partners
 
59,281

 
—

 
59,281

Less: General partner’s interest in net income
 
1,379

 
—

 
1,379

Limited partners’ interest in net income
 
$
57,902

 
$
—

 
$
57,902

 
 
 
 
 
 
 
Net income per limited partner unit –
basic and diluted:
 
 
 
 
 
 
Common units
 
$
1.01

 
 
 
$
1.01

Subordinated units
 
$
1.01

 
 
 
$
1.01

 
 
 
 
 
 
 
Weighted-average limited partner units outstanding:
 
 
Common units – basic
 
28,790

 
 
 
28,790

Common units – diluted
 
28,791

 
 
 
28,791

Subordinated units – basic and diluted
 
28,790

 
 
 
28,790


See Notes to Unaudited Pro Forma Consolidated Financial Statements.




7




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS



(a)
This adjustment reflects the following increases and decreases to cash:

•
Increases to cash: $165.0 million of proceeds from borrowings under our revolving credit agreement.

•
Decreases to cash: payment of $200.0 million as part of the total consideration for Parkway Pipeline and estimated transaction costs of $300,000 associated with the acquisition.

(b)
This adjustment reflects the capitalization of transaction costs associated with the acquisition. Because this acquisition is considered to be an asset acquisition under U.S. GAAP, capitalization of the related transaction costs is appropriate.

(c)
This adjustment reflects the elimination of liabilities that were retained by Valero in accordance with the purchase and sale agreement.

(d)
This adjustment reflects the change to revenues associated with Parkway Pipeline’s entry into the Letter Amendment to the Transportation Services Agreement with Valero, which reduced the minimum volume commitment under the agreement. Revenues were calculated using the minimum volume commitment in the amendment, which is lower than the historical commitment. Volumes used were the historical volumes transported with Parkway Pipeline.

(e)
This adjustment reflects the $165.0 million of borrowings under our revolving credit agreement.

(f)
This adjustment reflects the increase in the deferred tax liability related to the associated adjustment for the tax basis in Parkway Pipeline partially offset by a reduction in the apportionment rate of the Texas margin tax.

(g)
This adjustment reflects the following increases to partners’ capital (in thousands):

 
 
Capital
Contribution
Common unitholder – Valero
 
$
41,886

General partner – Valero
 
1,276

Total
 
$
43,162


The capital contribution of $43.2 million is calculated as Valero’s net investment in Parkway Pipeline of $239.3 million, net of the total consideration of $200.0 million paid by the Partnership for Parkway Pipeline, the elimination of accounts payable and taxes other than income taxes described in Note (c), and the increase in the deferred tax liability of $133,000 as described in Note (f).

(h)
This adjustment reflects the elimination of Valero’s net investment in Parkway Pipeline, and the reclassification to partners’ capital of the capital contribution (see Note (g)).




8




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



(i)
This adjustment reflects depreciation expense of $5,000 and $9,000 for the six months ended June 30, 2017 and for the year ended December 31, 2016, respectively, related to the $300,000 in capitalized transaction costs associated with the acquisition.

(j)
This adjustment reflects a net decrease of $585,000 and $1.2 million for the six months ended June 30, 2017 and for the year ended December 31, 2016, respectively, to general and administrative expenses for the annual administrative fee payable by the Partnership to Valero in place of such expenses allocated to Parkway Pipeline. The annual administrative fee increased by $262,000 annually as of November 1, 2017, for the management of our day-to-day operations after the closing of the acquisition under the amended and restated schedules to our amended and restated omnibus agreement. This adjustment results in a reduction in Parkway Pipeline’s general and administrative expenses because the incremental annual administrative fee is less than the expenses allocated to Parkway Pipeline on a standalone basis.

(k)
This adjustment reflects interest expense of $1.7 million and $2.6 million (using the actual variable interest rates of 2.22 percent and 1.76 percent) for the six months ended June 30, 2017 and for the year ended December 31, 2016, respectively, on the $165.0 million of borrowings under our revolving credit agreement, partially offset by a reduction of $144,000 and $297,000 for the six months ended June 30, 2017 and for the year ended December 31, 2016, respectively, in the commitment fee for the unutilized portion of the revolving credit agreement. A change of 0.125 percent in the interest rate associated with the borrowings would result in a $206,000 change in annual interest expense.

(l)
This adjustment reflects the change in tax expense attributable to an adjustment in the apportionment rate of the Texas margin tax.

(m)
The purpose of this adjustment is to reflect our general partner’s interest in our net income. We compute net income allocated to the general partnership interest by applying the provisions of our partnership agreement as more fully described in Note (n).

(n)
We calculate net income available to limited partners based on the distributions pertaining to each period’s net income. After considering the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner, limited partners, and other participating securities in accordance with the contractual terms of our partnership agreement and as prescribed under the two-class method. Participating securities include incentive distribution rights (IDRs) and awards under our 2013 Incentive Compensation Plan that receive distribution equivalent rights. However, the terms of our partnership agreement limit the general partner’s incentive distribution to the amount of available cash, which, as defined in our partnership agreement, is net of reserves deemed appropriate. As such, IDRs are not allocated undistributed earnings or distributions in excess of earnings in the calculation of net income per limited partner unit. Diluted net income per limited partner unit is also determined using the two-class method, unless the treasury stock method is more dilutive.

Net losses of our predecessor are allocated to the general partner. Subsequent to the effective dates of the acquisitions from Valero, we calculate net income available to limited partners based on the methodology described above.




9




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



Basic and diluted net income per limited partner unit is determined pursuant to the two-class method for master limited partnerships. The two-class method is an earnings allocation formula that is used to determine earnings to our general partner, common unitholders, and participating securities according to (i) distributions pertaining to each period’s net income and (ii) participation rights in undistributed earnings.

The following reflects the calculation of pro forma net income per limited partner unit for the six months ended June 30, 2017 and the year ended December 31, 2016 in the manner described above (in thousands, except per unit amounts). All amounts, including distributions, are on a pro forma basis.
 
 
Six Months Ended June 30, 2017
 
 
General
Partner
 
Common
Units
 
Restricted
Units
 
Total
Allocation of pro forma net income to determine pro forma net income available to limited partners:
 
 
 
 
 
 
 
 
Distributions, excluding general partner’s IDRs
 
$
1,437

 
$
60,150

 
$
—

 
$
61,587

General partner’s IDRs
 
18,557

 
—

 
—

 
18,557

DERs
 
—

 
—

 
10

 
10

Distributions and DERs declared
 
19,994

 
60,150

 
10

 
80,154

Undistributed earnings
 
914

 
36,605

 
7

 
37,526

Pro forma net income available to limited partners – basic and diluted
 
$
20,908

 
$
96,755

 
$
17

 
$
117,680

 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
67,912

 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – basic and diluted
 
 
 
$
1.43

 

 
 





10




VALERO ENERGY PARTNERS LP
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



 
 
Year Ended December 31, 2016
 
 
 
 
Limited Partners
 
 
 
 
 
 
General
Partner
 
Common
Units
 
Subordinated
Units
 
Restricted
Units
 
Total
Allocation of pro forma net income to determine pro forma net income available to limited partners:
 
 
 
 
 
 
 
 
 
 
Distributions, excluding general partner’s IDRs
 
$
2,294

 
$
79,625

 
$
20,297

 
$
—

 
$
102,216

General partner’s IDRs
 
19,354

 
—

 
—

 
—

 
19,354

DERs
 
—

 
—

 
—

 
20

 
20

Distributions and DERs declared
 
21,648

 
79,625

 
20,297

 
20

 
121,590

Undistributed earnings
 
1,703

 
61,481

 
21,993

 
18

 
85,195

Pro forma net income available to limited partners – basic and diluted
 
$
23,351

 
$
141,106

 
$
42,290

 
$
38

 
$
206,785

 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – basic and diluted:
 
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding
 
 
 
48,817

 
17,463

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income per limited partner unit – basic and diluted
 
 
 
$
2.89

 
$
2.42

 
 
 
 




11