AZURE MIDSTREAM PARTNERS, LP - FORM 10-Q - July 31, 2014

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
  
Form 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-36018
 
 
 
 
 
 
Marlin Midstream Partners, LP
(Exact Name of Registrant as Specified in its Charter) 
Delaware
 
 
 
46-2627595
(State or Other Jurisdiction of
Incorporation or Organization)
 
 
 
(I.R.S. Employer
Identification Number)
 
 
2105 CityWest Boulevard
Suite 100
Houston, Texas 77042
(832) 200-3702
 
77042
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
(832) 200-3702
 
 
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
 
Smaller reporting company ¨
 
Accelerated filer ¨
 
Non-accelerated filer x
 
 
 
(Do not check if smaller reporting company)
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No þ
The registrant had the following number of units outstanding as of July 30, 2014:
Class
 
Units Outstanding
Common Units
 
8,889,343
Subordinated Units
 
8,724,545
General Partner Units
 
356,104
 
 
 
 
 




MARLIN MIDSTREAM PARTNERS, LP
INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38
38
38





 

2


GLOSSARY OF TERMS

The following are definitions of certain terms used in this Quarterly Report on Form 10-Q:

Bbls: One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.
Bbls/d: Stock tank barrel per day.
Bbls/hr: Stock tank barrel per hour.
condensate: A natural gas liquid with a low vapor pressure, mainly composed of propane, butane, pentane and heavier hydrocarbon fractions.
crude oil: A mixture of hydrocarbons that exists in liquid phase in underground reservoirs.
dry gas: A natural gas primarily composed of methane and ethane where heavy hydrocarbons and water either do not exist or have been removed through processing.
end-user markets: The ultimate users and consumers of transported energy products.
Mcf: One thousand cubic feet.
MMBtu: One million British Thermal Units.
MMcf: One million cubic feet.
MMcf/d: One million cubic feet per day.
natural gas liquids, or NGLs: The combination of ethane, propane, normal butane, isobutane and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature.
residue gas: The dry gas remaining after being processed or treated.
tailgate: Refers to the point at which processed natural gas and natural gas liquids leave a processing facility for end-user markets.
throughput: The volume of natural gas transported or passing through a pipeline, plant, terminal or other facility during a particular period.



3


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

MARLIN MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except number of units)
 (unaudited)
 
June 30, 2014
 
December 31, 2013
 
 
 
 
ASSETS
 
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
61

 
$
3,157

Accounts receivable
7,008

 
2,969

Accounts receivable—affiliates
2,932

 
3,632

Inventory
305

 
321

Prepaid assets
121

 
330

Other current assets
285

 
285

Total current assets
10,712

 
10,694

PROPERTY, PLANT AND EQUIPMENT, NET
164,626

 
162,548

OTHER ASSETS
757

 
900

TOTAL ASSETS
$
176,095

 
$
174,142

 
 
 
 
LIABILITIES AND PARTNERS’ CAPITAL
 
 
 
CURRENT LIABILITIES
 
 
 
Accounts payable
$
2,024

 
$
2,791

Accrued liabilities
1,816

 
2,131

Accounts payable—affiliates
3,446

 
1,552

Long-term incentive plan payable - affiliates
189

 
2,752

Total current liabilities
7,475

 
9,226

LONG-TERM LIABILITIES

 

Long-term incentive plan payable - affiliates
290


291

Deferred taxes
81


75

Long-term debt
6,000

 
4,000

Total liabilities
13,846

 
13,592

PARTNERS’ CAPITAL

 

Common units (8,889,343 and 8,724,545 issued and outstanding at June 30, 2014 and December 31, 2013, respectively)
144,931


142,587

Subordinated units (8,724,545 issued and outstanding at June 30, 2014 and December 31, 2013)
16,639


17,258

General partner units (356,104 issued and outstanding at June 30, 2014 and December 31, 2013)
679

 
705

Total Partners’ Capital
162,249

 
160,550

TOTAL LIABILITIES AND PARTNERS’ CAPITAL
$
176,095

 
$
174,142

The accompanying notes are an integral part of these condensed consolidated and combined financial statements.

4


MARLIN MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(in thousands, except per unit amounts)
 (unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014

2013
 
 
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
   Natural gas, NGLs and condensate revenue
$
5,736

 
$
3,844

 
$
9,341

 
$
7,080

   Gathering, processing, transloading and other revenue
7,134

 
6,450

 
13,817

 
10,674

   Gathering, processing, transloading and other revenue—affiliates
9,575

 
4

 
18,105

 
47

Total Revenues
22,445

 
10,298

 
41,263

 
17,801

OPERATING EXPENSES:
 
 
 
 
 
 
 
   Cost of natural gas, NGLs and condensate revenue
1,328

 
1,367

 
2,586

 
2,443

   Cost of natural gas, NGLs and condensate revenue—affiliates
5,912

 
1,313

 
8,862

 
2,765

   Operation and maintenance
2,433

 
3,445

 
4,814

 
7,082

   Operation and maintenance—affiliates
1,567

 
255

 
3,502

 
500

   General and administrative
987

 
962

 
1,719

 
2,115

   General and administrative—affiliates
1,049

 
359

 
2,814

 
694

   Property tax expense
331

 
319

 
630

 
553

   Depreciation expense
2,186

 
2,050

 
4,330

 
4,035

Loss on disposal of equipment
60


—

 
60

 
—

Total operating expenses
15,853


10,070

 
29,317

 
20,187

Operating income (loss)
6,592


228

 
11,946

 
(2,386
)
Interest expense, net of amounts capitalized
(182
)
 
(1,426
)
 
(337
)
 
(2,724
)
Gain (loss) on interest rate swap
—

 
5

 
—

 
(6
)
Net income (loss) before tax
6,410

 
(1,193
)
 
11,609

 
(5,116
)
   Income tax expense
(68
)

(13
)
 
(137
)
 
(24
)
Net income (loss)
$
6,342


$
(1,206
)
 
$
11,472

 
$
(5,140
)
 
 
 
 
 
 
 
 
Net income
$
6,342

 
 
 
$
11,472

 
 
Less: general partner interest in net income
(127
)
 
 
 
(230
)
 
 
Limited partner interest in net income
$
6,215

 
 
 
$
11,242

 
 
 
 
 
 
 
 
 
 
Net income per limited partner common unit - basic
$
0.35

 
 
 
$
0.64

 
 
Net income per limited partner common unit - diluted
$
0.35

 
 
 
$
0.62

 
 
Net income per limited partner subordinated unit - basic and diluted
$
0.36

 
 
 
$
0.64

 
 
The accompanying notes are an integral part of these condensed consolidated and combined financial statements.

5



MARLIN MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited) 
 
Six Months Ended June 30,
 
2014
 
2013
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income (loss)
$
11,472

 
$
(5,140
)
Adjustments to reconcile net loss to net cash flows provided by operating activities:

 

Loss on disposal of equipment
60


—

Depreciation expense
4,330

 
4,035

Amortization of deferred financing costs
143

 
334

Equity-based compensation
1,468


—

Deferred taxes
7


—

Unrealized loss on derivatives
—

 
(34
)
Changes in assets and liabilities:

 

(Increase) decrease in accounts receivable
(4,039
)
 
2,558

(Increase) decrease in accounts receivable—affiliates
700

 
(60
)
(Increase) decrease in inventory
17

 
(65
)
(Increase) decrease in prepaid assets
208

 
(47
)
Increase in other current assets
—

 
(2,704
)
Decrease in other assets
—

 
709

Increase in accounts payable
496

 
1,752

Increase (decrease) in accrued liabilities
(316
)
 
192

Increase (decrease) in accounts payable—affiliates
1,894


(4,089
)
Decrease in long-term incentive plan payable
(1,071
)

—

Net cash provided by (used in) operating activities
15,369

 
(2,559
)
CASH FLOWS FROM INVESTING ACTIVITIES:

 

Purchases of property, plant and equipment
(7,730
)
 
(8,414
)
Net cash used in investing activities
(7,730
)
 
(8,414
)
CASH FLOWS FROM FINANCING ACTIVITIES:

 

Capital contributions
—


3,574

Borrowing of long-term debt
12,500

 
8,000

Repayments on long-term debt
(10,500
)
 
(3,625
)
Distributions
(12,735
)
 
—

Net cash provided by (used in) financing activities
(10,735
)
 
7,949

NET DECREASE IN CASH AND CASH EQUIVALENTS
(3,096
)
 
(3,024
)
CASH AND CASH EQUIVALENTS—Beginning of Period
3,157

 
5,555

CASH AND CASH EQUIVALENTS—End of Period
$
61

 
$
2,531

 
 
 
 
Supplemental Cash Flow Information:
 
 
 
Cash paid for interest
$
215

 
$
2,807

Accrual of Construction-in-progress and capital expenditures
$
145

 
$
1,706

Cash paid for income taxes
$
70


$
40

The accompanying notes are an integral part of these condensed consolidated and combined financial statements.

6


MARLIN MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
(in thousands)
 (unaudited)
In thousands
General Partner Units
Subordinated Units
Common Units
Total
Balance at December 31, 2013
705

17,258

142,587

160,550

Issuance of common units under the Long-Term Incentive Plan


2,962

2,962

Distributions through June 30, 2014
(256
)
(6,240
)
(6,239
)
(12,735
)
Net income for the six months ended June 30, 2014
230

5,621

5,621

11,472

Balance at June 30, 2014
$
679

$
16,639

$
144,931

$
162,249

The accompanying notes are an integral part of these condensed consolidated and combined financial statements.

7


MARLIN MIDSTREAM PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(UNAUDITED)


1. ORGANIZATION AND FORMATION OF THE PARTNERSHIP
Organization
Marlin Midstream Partners, LP (the “Partnership”) is a midstream energy company that offers (i) natural gas gathering, compression, dehydration, treating, processing, and hydrocarbon dew-point control and transportation services to producers, marketers and third-party pipeline companies, and (ii) crude oil transloading services to Associated Energy Services, LP (“AES”), an affiliate of the Partnership.
The Partnership is a Delaware limited partnership, formed in April 2013 by NuDevco Partners, LLC and its affiliates (“NuDevco”). NuDevco, a sole member limited liability company formed on August 27, 2010 under the Texas Limited Liability Company Act (“TLLCA”), is an affiliate of Spark Energy Ventures, LLC (“SEV”), a sole member limited liability company formed on October 8, 2007 under the TLLCA. NuDevco and SEV are both wholly owned by W. Keith Maxwell III. SEV was the sole member of Marlin Midstream, LLC and its subsidiaries (“Marlin Midstream”), and Mr. Maxwell was the sole member of Marlin Logistics, LLC (“Marlin Logistics”) prior to the closing of the Partnership’s initial public offering of 6,875,000 common units representing a 38.6% limited partner interest in the Partnership on July 31, 2013 (“IPO”). Concurrently, with the closing of the IPO, the Partnership also executed a new credit facility.
In connection with the closing of the IPO, SEV contributed all of its interest in Marlin Midstream to the Partnership, and Mr. Maxwell contributed all of his interest in Marlin Logistics to the Partnership, through a series of transfers of interest in entities all under the common control of Mr. Maxwell in exchange for wholly owned subsidiaries of NuDevco receiving common units and all of the Partnership’s subordinated units and incentive distribution rights. The contribution of entities to the Partnership is not considered a business combination accounted for under the purchase method because it was a transfer of assets and operations under common control and, accordingly, balances were transferred at their historical cost. The Partnership’s historical condensed combined financial statements prior to the IPO are prepared using Marlin Midstream’s and Marlin Logistics’ historical basis in the assets and liabilities, and include all revenues, costs, assets and liabilities attributed to these entities for the periods presented. The Partnership’s financial statements subsequent to the IPO are prepared on a consolidated basis.
The Partnership’s general partner, Marlin Midstream GP, LLC manages the Partnership’s activities subject to the terms and conditions specified in the Partnership’s partnership agreement. The Partnership’s general partner is owned by NuDevco Midstream Development, LLC (“NuDevco Midstream Development”), an indirect wholly owned subsidiary of NuDevco. The operations of the general partner, in its capacity as general partner, are managed by its board of directors. Actions by the general partner that are made in its individual capacity will be made by NuDevco Midstream Development as the sole member of the Partnership’s general partner and not by the board of directors of the general partner. The partnership’s general partner will not be elected by the Partnership’s unitholders and will not be subject to re-election on a regular basis in the future. The officers of the general partner will manage the day-to-day affairs of the Partnership’s business.
Marlin Midstream was formed November 26, 2002 as a sole member limited liability company under the TLLCA. Marlin Midstream is a midstream energy company offering the following midstream services: natural gas gathering, compression, dehydration, treating, processing and hydrocarbon dew-point control and transportation services to producers, third-party pipeline companies and marketers.
Marlin Logistics, formerly known as FuelCo Energy, LLC, was formed August 26, 2010 as a sole member limited liability company under the TLLCA. Marlin Logistics is a crude oil logistics company that offers crude oil transloading services.
This report contains information occurring prior to the completion of the IPO, and prior to the effective dates of certain of the agreements discussed herein. Consequently, the unaudited condensed consolidated and combined financial statements and related discussion of financial condition and results of operations contained in this report for those periods prior to the initial public offering pertain to the combined businesses and assets of Marlin Midstream, LLC and its subsidiaries and Marlin Logistics, LLC.

Unless the context otherwise requires, references in this report to “we,” “our,” “us,” or like terms, when used in a historical context, refer to the combined businesses and assets of Marlin Midstream, LLC and its subsidiaries and Marlin

8


Logistics, LLC, and when used in the present tense or prospectively, refer to Marlin Midstream Partners, LP and its subsidiaries.
As a company with less than $1.0 billion in revenues during its last fiscal year, the Partnership qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other regulatory requirements.
Initial Public Offering of Marlin Midstream Partners, LP
On July 31, 2013, the Partnership completed the IPO of 6,875,000 common units, representing a 38.6% limited partner interest, to the public for $20.00 per common unit, less an underwriting discount of $1.20 per common unit. After the closing of the IPO, substantially all the Partnership’s gross margin is generated under fee-based commercial agreements, the substantial majority of which have minimum volume commitments.
Net proceeds to the Partnership from the IPO were $125.3 million, after underwriting discount, structuring fees and other direct IPO costs. Using those proceeds, the Partnership repaid its existing credit facility of approximately $121.9 million and the outstanding revolving credit facility of approximately $10.0 million, and settled its existing interest rate swap liability of approximately $0.1 million.
At the consummation of the IPO, the amount of common, subordinated, and general partner units is summarized in the table below:

Number of units
Limited Partner

at July 31, 2013
Interest
Publicly held common units
6,875,000

38.6%
Common units held by NuDevco
1,849,545

10.4%
Subordinated units held by NuDevco
8,724,545

49.0%
General partner units
356,104

2.0%
     Total
17,805,194

100.0%
Our Fee-Based Commercial Agreements
Prior to the IPO, the Partnership generated revenues primarily under keep-whole and other commodity-based gathering and processing agreements with third parties and its affiliates. At the closing of the IPO, the Partnership terminated the existing commodity-based gas gathering and processing agreement with AES, assigned to AES all of the remaining keep-whole and other commodity-based gathering and processing agreements with third party customers and entered into a new three-year fee-based gathering and processing agreement with AES with a minimum volume commitment and annual inflation adjustments.
Following the closing of the IPO, the Partnership has multiple fee-based commercial agreements in place with Anadarko Petroleum Corporation (“Anadarko”) and AES, substantially all of which include minimum volume commitments and annual inflation adjustments that are the source of a substantial portion of the Partnership’s revenues.


2. BASIS OF PRESENTATION
The condensed consolidated and combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
In preparing financial statements in accordance with GAAP, management makes informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, utilizing historical experience and other methods considered reasonable under the particular circumstances. Changes in facts and circumstances or additional information may result in revised estimates and actual results may differ from these estimates. Effects on the business, financial condition and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated and combined financial statements. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results which may be expected for the full year or for any interim period. The condensed consolidated and combined financial statements include the accounts of the Partnership and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

9


Certain information and note disclosures commonly included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, the accompanying condensed consolidated and combined financial statements and notes should be read in conjunction with the Partnership’s annual report on Form 10-K for the year ended December 31, 2013, as amended on March 26, 2014 and March 28, 2014 (the “Annual Report”), as filed with the SEC on February 27, 2014. Management believes that the disclosures made are adequate to make the information not misleading.
The accompanying condensed consolidated and combined financial statements have been prepared in accordance with Regulation S-X, Article 3, General Instructions as to Financial Statements and Staff Accounting Bulletin (“SAB”) Topic 1-B, Allocations of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity. Certain expenses incurred by SEV are only indirectly attributable to its ownership of Marlin Midstream prior to the IPO. As a result, certain assumptions and estimates are made in order to allocate a reasonable share of such expenses to the Partnership, so that the accompanying condensed consolidated and combined financial statements reflect substantially all costs of doing business. The allocations and related estimates and assumptions are described more fully in Note 11 (“Transactions with Affiliates”), which the Partnership believes are reasonable.
SEV has allocated various corporate overhead expenses to the Partnership based on percentage of departmental usage, wages or headcount. These allocations are not necessarily indicative of the cost that the Partnership would have incurred had it operated as an independent stand-alone entity. As such, the condensed consolidated and combined financial statements do not fully reflect what the Partnership’s financial position, results of operations and cash flows would have been had the Partnership operated as a stand-alone company during the periods presented.
At the closing of the IPO, the Partnership entered into an omnibus agreement with NuDevco and its affiliates which addresses the management and administrative services to be provided by NuDevco to the Partnership and the corresponding fees and expense reimbursements to be paid to NuDevco in connection therewith. Under the omnibus agreement, the Partnership pays an annual fee, initially in the amount of $0.6 million, for executive management services and is allocated general and administrative and operating expenses that are directly attributable to the Partnership.
Marlin Midstream has also historically relied upon SEV and its affiliates as a participant in SEV’s credit facility prior to the IPO. As a result, the historical combined financial information for the three and six months ended June 30, 2013 is not necessarily indicative of what the Partnership’s results of operations, financial position and cash flows will be in the future.
Subsequent Events
Subsequent events have been evaluated through the date these financial statements are issued. Any material subsequent events that occurred prior to such date have been properly recognized or disclosed in the condensed consolidated and combined financial statements.
Net Income Per Unit
The Partnership has omitted net income per unit for all historical periods prior to the IPO because the Partnership operated under a sole member equity structure for the periods prior to the IPO, which is different than the capital structure resulting from the consummation of the IPO and, as a result, the per unit data for periods prior to the IPO would not be meaningful to investors.
New Accounting Standards
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Partnership is evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor determined the effect of the standard on its ongoing financial reporting.


3. PARTNERSHIP EQUITY AND DISTRIBUTIONS
Outstanding Units
At each of June 30, 2014 and December 31, 2013, the Partnership had outstanding common units of 8,889,343 and 8,724,545, respectively, and subordinated units of 8,724,545. NuDevco Midstream Development owns 100% of the interest in

10


the Partnership’s general partner, which owns a 2.0% general partner interest in the Partnership, 10.4% of the Partnership’s outstanding common units and 49.0% of the Partnership’s outstanding subordinated units.

Distributable Cash and Distributions

The partnership agreement requires the Partnership to distribute all available cash, as defined in our partnership agreement, to unitholders of record, as of the applicable record date, no later than 45 days after the end of each quarter.

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

•less, the amount of cash reserves established by the General Partner to:
◦
provide for the proper conduct of the business (including reserves for future capital expenditures and anticipated future debt service requirements and for anticipated shortfalls on future minimum commitment payments to which prior credits may be applied);
◦
comply with applicable law, any of our debt instruments or other agreements; or
◦
provide funds for distributions to unitholders and to the general partner for any one or more of the next four quarters (provided that the general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);
•
plus, if the general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

The partnership declared the following cash distributions to its unitholders of record for the periods presented:
In Thousands, except per-unit amounts

Total Quarterly

Total Cash

Date of
Quarter ended:

Distribution per Unit

Distribution

Distribution
June 30, 2014

$
0.360


$
6,469.2


August 5, 2014
March 31, 2014

$
0.355


$
6,375.1


May 6, 2014
June 30, 2013
(1)
—


—


—

March 31, 2013
(1)
—


—


—

(1) No distributions were declared for the quarters ended March 31, 2013 or June 30, 2013 as these periods were prior to the completion of the IPO.

General Partner Interest
The Partnership’s general partner is entitled to 2.0% of all distributions that the Partnership makes. The general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership in order to maintain its 2.0% general partner interest if the Partnership issues additional units. The 2.0% general partner interest, and the percentage of the Partnership’s cash distributions to which the general partner is entitled from such 2.0% interest, will be proportionately reduced if the Partnership issues additional units in the future (other than the issuance of common units upon conversion of outstanding subordinated units or the issuance of common units upon a reset of the incentive distribution rights) and the Partnership’s general partner does not contribute a proportionate amount of capital to the Partnership in order to maintain the general partners 2.0% general partner interest.
Incentive Distribution Rights
NuDevco indirectly holds all of the incentive distribution rights issued in the IPO, which entitles NuDevco to receive an increasing percentage (13.0%, 23.0% and 48.0%) of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and certain target distribution levels have been achieved. The maximum distribution of 48.0% does not include any distributions that the Partnership’s general partner or its affiliates may receive on common, subordinated or general partner units that they own.
Subordinated Units and Common Units Held by NuDevco Midstream Development
The Partnership’s partnership agreement provides that, during the defined subordination period, the common units have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.35 per common unit before any distributions of available cash from operating surplus may be made on the subordinated units. The subordinated

11


units are deemed “subordinated” because, for a defined period of time, holders of the subordinated units will not be entitled to receive any distributions until holders of the common units have received the minimum quarterly distribution plus any arrearages from prior quarters. Furthermore, no arrearages accrue or are payable on the subordinated units.
Except as described below, the subordination period began on the closing date of the IPO and extends until the first business day following the distribution of available cash in respect of any quarter beginning after September 30, 2016, that each of the following tests are met:
•
distributions of available cash from operating surplus on each of the outstanding common units, subordinated units and general partner units equaled or exceeded $1.40 (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
 
•
the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $1.40 (the annualized minimum quarterly distribution) on all of the outstanding common units, subordinated units and general partner units during those periods on a fully diluted basis; and

•
there are no arrearages in payment of the minimum quarterly distribution on the common units.


4. NET INCOME PER UNIT

The Partnership’s net income is allocated to the general partner and the limited partners in accordance with their respective ownership percentages and, when applicable, giving effect to incentive distribution rights. Basic and diluted net income per unit is calculated by dividing the partner’s interest in net income by the weighted average number of units outstanding during the period.
The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated partner units:
In Thousands, except per unit data
Three Months Ended June 30, 2014
Six Months Ended June 30, 2014
Net income
$
6,342

$
11,472

Less: general partner interest in net income
(127
)
(230
)
Limited partner interest in net income
$
6,215

$
11,242

Net income allocable to common units
$
3,108

$
5,621

Net income allocable to subordinated units
3,107

5,621

Limited partner interest in net income
$
6,215

$
11,242

Net income per limited partner common unit - basic
$
0.35

$
0.64

Net income per limited subordinated unit - basic
$
0.36

$
0.64

Net income per limited partner unit - basic
$
0.35

$
0.64

Net income per limited partner common unit - diluted
$
0.35

$
0.62

Net income per limited subordinated unit - diluted
$
0.36

$
0.64

Net income per limited partner unit - diluted
$
0.35

$
0.63

Weighted average limited partner units outstanding - basic

 
   Common units
8,877,489

8,839,431

   Subordinated units
8,724,545

8,724,545

   Total
17,602,034

17,563,976

Weighted average limited partner units outstanding - diluted

 
   Common units
8,987,107

9,036,545

   Subordinated units
8,724,545

8,724,545

   Total
17,711,652

17,761,090




12



5. PROPERTY, PLANT AND EQUIPMENT
Net property, plant and equipment are composed of the following:
In Thousands
Estimated Useful
Lives (Years)
 
June 30,
2014
 
December 31,
2013
Gas processing plants (1)
5 – 40
 
$
136,005

 
$
133,859

Gathering pipelines and related equipment
5 – 40
 
52,523

 
47,728

Land and rights of way
—
 
11,816

 
11,043

Construction-in-progress
—
 
1,271

 
2,594

Information technology and other
2 – 10
 
1,550

 
1,548

Office building
15
 
306

 
306

Autos
5
 
357

 
357

Total
 
 
203,828

 
197,435

Accumulated depreciation
 
 
(39,202
)
 
(34,887
)
Property, plant and equipment, net
 
 
$
164,626

 
$
162,548

_________________________
(1)
Includes inlet and residue pipelines and connections.

The Partnership’s principal assets consist of two related natural gas processing facilities located in Panola County, Texas, a natural gas processing facility located in Tyler County, Texas, two natural gas gathering systems connected to its Panola County processing facilities and two NGL transportation pipelines that connect its Panola County and Tyler County processing facilities to third party NGL pipelines.
The cost of property, plant and equipment classified as “Construction-in-progress” is excluded from costs being depreciated. These amounts represent property that is not yet suitable to be placed into productive service as of the respective balance sheet date.
Depreciation expense was $2.2 million and $2.1 million for the three months ended June 30, 2014 and 2013, respectively, and $4.3 million and $4.0 million for the six months ended June 30, 2014 and 2013, respectively.
At the completion of the IPO, the Partnership transferred the Partnership’s 50% interest in the CO2 processing facility located in Monell, Wyoming to affiliates of NuDevco. As such, subsequent to the closing of the IPO, the Partnership incurred no revenues or expenses associated with the Monell facility. The Partnership was responsible for the design and construction of the Monell facility. Anadarko was designated as an operator of the Monell facility with exclusive right to operate the facility until terminated by unanimous vote of the owners. Revenue generated from, and capital expenditures and operating expenses incurred, in connection with the operation of the plant were allocated on a pro-rata basis in proportion to each owner’s ownership interest. The Partnership recorded its proportional cost of the Monell facility and its share of revenues and expenses in its condensed consolidated and combined financial statements, as earned and incurred prior to the closing of the IPO, respectively.
For the three and six months ended June 30, 2013, the Partnership recorded revenues of $0.1 million and $0.1 million, respectively, and recorded expenses of $0.1 million and $0.3 million, respectively, attributable to the Monell facility in connection with the collaborative arrangement. These revenues are recorded in natural gas, NGLs and condensate revenue and the expenses are recorded in operation and maintenance in the condensed consolidated and combined Statements of Operations.


13
MARLIN MIDSTREAM PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


6. LONG-TERM DEBT AND INTEREST EXPENSE
Long-term debt consists of the following:

In Thousands
 
June 30, 2014
 
December 31, 2013
Revolving credit facility
 
$
6,000

 
$
4,000

Total long-term debt
 
$
6,000

 
$
4,000


Concurrently with the closing of our IPO, the Partnership entered into a new $50.0 million senior secured revolving credit facility, which matures on July 31, 2017. If no event of default has occurred, the Partnership has the right, subject to approval by the administrative agent and certain lenders, to increase the borrowing capacity under our revolving credit facility to up to $150.0 million. Our revolving credit facility is available to fund expansions, acquisitions and working capital requirements for our operations and general Partnership purposes.
At the Partnership’s election, interest will be generally determined by reference to:
•
the Eurodollar rate plus an applicable margin between 3.0% and 3.75% per annum (based upon the prevailing senior secured leverage ratio); or
•
the alternate base rate plus an applicable margin between 2.0% and 2.75% per annum (based upon the prevailing senior secured leverage ratio). The alternate base rate is equal to the highest of Société Générale’s prime rate, the federal funds rate plus 0.5% per annum or the reference Eurodollar rate plus 1.0%.
The new revolving credit facility is secured by the capital stock of our present and future subsidiaries, all of our and our subsidiaries’ present and future property and assets (real and personal), control agreements relating to our and our subsidiaries’ bank accounts and collateral assignments of our and our subsidiaries’ material construction, ownership and operation agreements, including any agreements with AES or Anadarko.
At the closing of the IPO, the Partnership borrowed $25.0 million under our revolving credit facility, a portion of which, along with the proceeds from the IPO, were used to repay approximately $131.9 million of outstanding borrowings under the previous credit facility. Immediately upon repayment, the previous credit facility was terminated. At June 30, 2014, the Partnership had $6.0 million outstanding under our revolving credit facility.
Our revolving credit facility also contains covenants that, among other things, require us to maintain specified ratios or conditions. We must maintain a consolidated senior secured leverage ratio, consisting of consolidated indebtedness under our new revolving credit facility to consolidated EBITDA of not more than 4.0 to 1.0, as of the last day of each fiscal quarter. In addition, we must maintain a consolidated interest coverage ratio, consisting of our consolidated EBITDA minus capital expenditures to our consolidated interest expense, letter of credit fees and commitment fees of not less than 2.5 to 1.0, as of the last day of each fiscal quarter. As of June 30, 2014, the Partnership was in compliance with all debt covenants.
In addition, our revolving credit facility contains affirmative covenants that are customary for credit facilities of this type. The covenants will include delivery of financial statements and other information (including any filings made with the SEC), maintenance of property and insurance, payment of taxes and obligations, material compliance with laws, inspection of property, books and records and audits, use of proceeds, payments to bank blocked accounts, notice of defaults and certain other customary matters.
Debt Maturities
Principal amounts of long-term debt under our revolving credit facility mature on July 31, 2017.
Deferred Financing Costs
Deferred financing costs were $0.9 million and $1.0 million as of June 30, 2014 and December 31, 2013, respectively. Of these amounts, $0.3 million and $0.3 million are included in other current assets within the condensed consolidated Balance Sheets at June 30, 2014 and December 31, 2013, respectively, and $0.6 million and $0.7 million are included in other assets within the condensed consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, respectively, based on the term of the related debt obligations.

14
MARLIN MIDSTREAM PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Amortization of deferred financing costs was $0.1 million and $0.2 million for the three months ended June 30, 2014 and 2013, respectively, and $0.1 million and $0.3 million for the six months ended June 30, 2014 and 2013, respectively. Amortization of deferred financing costs is recorded in interest expense, net of amounts capitalized, in the condensed consolidated and combined Statements of Operations.
Interest Expense
A reconciliation of total interest expense to “interest expense, net of amounts capitalized” as reported in the condensed consolidated and combined Statements of Operations for the three and six months ended June 30, 2014 and 2013 is as follows:
In Thousands
Three Months Ended   June 30,
 
Six Months Ended   June 30,
 
2014
 
2013
 
2014
 
2013
Interest expense on long-term debt
$
121

 
$
1,324

 
$
225


$
2,567

Interest expense from amortization of deferred financing costs
71

 
167

 
143


334

Less interest expense capitalized
(10
)
 
(65
)
 
(31
)

(177
)
Total interest expense, net of amounts capitalized
$
182

 
$
1,426

 
$
337


$
2,724

 



7. DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swap
On December 17, 2012, Marlin Midstream entered into a new interest rate swap (“2012 Swap”) in order to fix a portion of the interest rate on Marlin Midstream’s amended term loan. Marlin Midstream paid a fixed rate and received a floating rate under the 2012 Swap. The maturity date of the 2012 Swap was December 17, 2014, and the notional amount of the 2012 Swap at December 31, 2012 was $62.5 million. On July 31, 2013, in connection with the Partnership’s IPO, the 2012 Swap was settled for approximately $0.1 million. The Partnership had no derivative assets and liabilities as of June 30, 2014 or December 31, 2013.
Marlin Midstream’s interest rate swaps did not meet the criteria necessary to qualify for cash flow hedge accounting and were recorded at fair value at each reporting period with the associated unrealized gain or loss recorded in gain (loss) on interest rate swap in the condensed consolidated and combined Statements of Operations.
The following table presents the net realized and unrealized gains (losses) recognized in net income for derivative instruments not designated as hedging instruments:
In Thousands
 
 
 
 
 
 
 
 
 
Description of Derivatives
Statement of Operations Location

Three Months Ended June 30,
 
Six Months Ended June 30,
 
 

2014

2013
 
2014

2013
Interest rate swap contracts
Gain (loss) on interest rate swap

—


5

 
—


(6
)
Total loss recognized in income


$
—


$
5

 
$
—


$
(6
)


8. FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820, Fair Value Measurement, established a single authoritative definition of fair value when accounting rules require the use of fair value, set out a framework for measuring fair value and required additional disclosures about fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The standard utilizes a fair value

15
MARLIN MIDSTREAM PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
•
Level 1—Quoted prices in active markets for identical assets or liabilities.
•
Level 2—Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities).
•
Level 3—Significant unobservable inputs (including the Partnership’s own assumptions in determining fair value).
When the Partnership is required to measure fair value, and there is not a market-observable price for the asset or liability or a market-observable price for a similar asset or liability, the Partnership utilizes the cost, income, or market valuation approach depending on the quality of information available to support management’s assumptions. Financial instruments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value requires judgment and may affect the placement of assets and liabilities within the fair value hierarchy levels.
 The Partnership had no financial instruments at June 30, 2014 or December 31, 2013. At the IPO date, the Partnership settled the outstanding interest rate swap.
The estimated fair value of accounts receivable, accounts receivable-affiliates, accounts payable, accounts payable-affiliates and accrued liabilities approximate their carrying values due to their short-term nature. The estimated fair value of the Partnership’s outstanding long-term debt approximates carrying value due to the variable rate nature of the Partnership’s long-term debt.



9. SEGMENT INFORMATION

The Partnership’s revenues are derived from two operating segments: (i) gathering and processing, and (ii) crude oil logistics. These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment, and expertise required for their respective operations. Gross margin is a primary performance measure used by management. The Partnership defines gross margin as revenues less costs of revenues. Gross margin should not be considered an alternative to, or more meaningful than, operating income as determined in accordance with generally accepted accounting principles.


16
MARLIN MIDSTREAM PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following tables present financial information by segment for the three and six months ended June 30, 2014. Our crude oil logistics segment had no material operations for the three and six months ended June 30, 2013:
Three months ended June 30, 2014:




Gathering &
Crude Oil
Corporate and
Marlin Midstream
In Thousands
Processing
Logistics
Consolidation
Partners, LP
Total Revenues
$
18,991

$
3,454

$
—

$
22,445

Cost of revenues
7,240

—

—

7,240

Gross Margin
11,751

3,454

—

15,205






Operation and maintenance
3,442

467

91

4,000

General and administrative
—

—

2,036

2,036

Other operating expenses
2,566

11

—

2,577

   Operating income
5,743

2,976

(2,127
)
6,592






Interest expense, net of amounts capitalized
—

—

(182
)
(182
)
Net income before tax
5,743

2,976

(2,309
)
6,410

   Income tax expense
—

—

(68
)
(68
)
   Net income (loss)
$
5,743

$
2,976

$
(2,377
)
$
6,342


Six Months Ended June 30, 2014





Gathering &
Crude Oil
Corporate and
Marlin Midstream
In Thousands
Processing
Logistics
Consolidation
Partners, LP
Total Revenues
$
34,392

$
6,871

$
—

$
41,263

Cost of revenues
11,448

—

—

11,448

Gross Margin
22,944

6,871

—

29,815

Operation and maintenance
7,013

825

478

8,316

General and administrative
—

—

4,533

4,533

Other operating expenses
4,998

22

—

5,020

   Operating income
10,933

6,024

(5,011
)
11,946






Interest expense, net of amounts capitalized
—

—

(337
)
(337
)
   Net income before tax
$
10,933

$
6,024

$
(5,348
)
$
11,609

   Income tax expense
$
—

$
—

$
(137
)
$
(137
)
   Net income (loss)
$
10,933

$
6,024

$
(5,485
)
$
11,472




17
MARLIN MIDSTREAM PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following table presents financial information by segment at June 30, 2014 and December 31, 2013, respectively:
Balance sheet at June 30, 2014:



In Thousands
Gathering &
Crude Oil
Corporate and
Marlin Midstream

Processing
Logistics
Consolidation
Partners, LP
Assets:

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Chief Executive Officer and Chief Financial Officer of the Partnership’s general partner performed an evaluation of the Partnership’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC and to ensure that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our general partner's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Partnership's general partner have concluded that the Partnership's disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Partnership’s internal control over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, during the second fiscal quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any legal, regulatory or administrative proceedings other than proceedings arising in the ordinary course of our business. Management believes that there are no such proceedings for which final disposition could have a material adverse effect on our financial condition, results of operations or cash flows, or for which disclosure is required by Item 103 of Regulation S-K.

Item 1A. Risk Factors

Security holders and potential investors in our securities should carefully consider the risk factors under Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2013. There has been no material change in our risk factors from those described in the Annual Report on Form 10-K. These risks are not the sole risks for investors.

37


Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On July 25, 2013, our Registration Statement on Form S-1 (SEC Registration No. 33-189645), as amended, filed with the SEC relating to the IPO became effective. Stifel, Nicolaus & Company, Incorporated, Robert W. Baird & Co. Incorporated and Oppenheimer & Co. Inc. served as representatives of the several underwriters for the IPO. The closing date of the IPO was July 31, 2013 and the Partnership sold 6,875,000 common units to the public. The offering price to the public was $20.00 per common unit, resulting in total net proceeds of approximately $125.3 million. The net proceeds received from the IPO, in conjunction with borrowings under our new credit facility, were used to repay approximately $131.9 million of outstanding borrowings under the Partnership’s historical credit facility and settle the related interest rate swap liability of approximately $0.1 million.
On July 31, 2013, in connection with the closing of the IPO, the Partnership entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Marlin Midstream GP, LLC (the “General Partner”), NuDevco, and Nudevco Partners Holdings, LLC. As part of the Contribution Agreement, NuDevco Midstream Development contributed to the General Partner, as a capital contribution, a limited liability company interest in Marlin Midstream with a value equal to 2% of the equity value of the Partnership at the closing of the IPO. Immediately prior to the closing of the IPO, the following transactions, among others, occurred pursuant to the Contribution Agreement:
•
The General Partner contributed to the Partnership, as a capital contribution, the limited liability company interest in Marlin Midstream in exchange for (a) 356,104 general partner units representing the continuation of an aggregate 2% general partner interest in the Partnership and (b) all the incentive distribution rights of the Partnership (the “IDRs”);
•
The General Partner distributed all of the IDRs to NuDevco Midstream Development, which then contributed such IDRs to Marlin IDR as a capital contribution; and
•
NuDevco Midstream Development contributed to the Partnership, as a capital contribution, its remaining limited liability company interests in Marlin Midstream in exchange for (a) 1,849,545 Common Units representing a 10.4% limited partner interest in the Partnership, and (b) 8,724,545 Subordinated Units representing a 49.0% limited partner interest in the Partnership.
The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions.
Each of the Subordinated Units granted under the Contribution Agreement will convert into one Common Unit at the end of the subordination period and then will participate pro-rata with the other Common Units in distributions of available cash. Unless earlier terminated pursuant to the terms of our partnership agreement, the subordination period will extend until the first business day of any quarter beginning after September 30, 2016, that the Partnership meets the financial tests set forth in the partnership agreement, but may end sooner if the Partnership meets additional financial tests.


Item 3. Defaults Upon Senior Securities.

None.


Item 4. Mine Safety Disclosures.

Not Applicable.


Item 5. Other Information.
On July 30, 2014, the Partnership announced the signing of a Contribution Agreement with NuDevco Midstream Development and the General Partner for the purchase of the East New Mexico Transloading Facility for approximately $7.4 million, which consists of $5.5 million in cash and 89,720 Common Units issued to NuDevco Midstream Development. The purchase of the East New Mexico Transloading Facility is expected to close on August 1, 2014. The assets to be acquired by th

38


e Partnership include one skid transloader. The transloader is supported by a Transloading Services Agreement with Associated Energy Services, LP that includes minimum volume commitments. The East New Mexico Transloading Facility is situated in Sandoval County, New Mexico. The terms of the acquisition were unanimously approved by the board of directors of the General Partner.



Item 6. EXHIBIT INDEX
 
 
 
 
Incorporated by Reference
Exhibit
Number

 
Exhibit Description
Form
Exhibit Number
Filing Date
SEC File No.
 
 
 
 
 
 
 
3.1

 
Certificate of Limited Partnership of Marlin Midstream Partners, LP.
DRS
3.1

5/3/2013
377-00170
3.2

 
First Amended and Restated Agreement of Limited Partnership of Marlin Midstream Partners, LP dated as of July 31, 2013 by and between Marlin Midstream GP, LLC and NuDevco Midstream Development.
8-K
3.1

7/31/2013
001-36018
3.3

 
Certificate of Formation of Marlin Midstream GP, LL

DRS
3.3

5/3/2013
377-00170
3.4

 
First Amended and Restated Limited Liability Company Agreement of Marlin Midstream GP, LLC

10-K/A
3.4

3/26/2014
001-36018
31.1*


Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.




31.2*


Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.




32**


Certifications pursuant to 18 U.S.C. Section 1350.




101.INS*


XBRL Instance Document.




101.SCH*


XBRL Schema Document.




101.CAL*


XBRL Calculation Document.




101.LAB*


XBRL Labels Linkbase Document.




101.PRE*


XBRL Presentation Linkbase Document.




101.DEF*


XBRL Definition Linkbase Document.





 
 
 
 
 
 
* Filed Herewith.
**Furnished Herewith.






39



SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
Marlin Midstream Partners, LP
 
By: Marlin Midstream GP, LLC,
 
         its general partner
 
 
 
 
 
 
July 31, 2014
 
 
 /s/ Amanda Bush
 
 
 
Amanda Bush
 
 
 
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


40


Exhibit Index

 
 
 
Incorporated by Reference
Exhibit
Number

 
Exhibit Description
Form
Exhibit Number
Filing Date
SEC File No.
 
 
 
 
 
 
 
3.1

 
Certificate of Limited Partnership of Marlin Midstream Partners, LP.
DRS
3.1

5/3/2013
377-00170
3.2

 
First Amended and Restated Agreement of Limited Partnership of Marlin Midstream Partners, LP dated as of July 31, 2013 by and between Marlin Midstream GP, LLC and NuDevco Midstream Development.
8-K
3.1

7/31/2013
001-36018
3.3

 
Certificate of Formation of Marlin Midstream GP, LL
DRS
3.3

5/3/2013
377-00170
3.4

 
First Amended and Restated Limited Liability Company Agreement of Marlin Midstream GP, LLC
10-K/A
3.4

3/26/2014
001-36018
31.1*


Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.





31.2*


Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.





32**


Certifications pursuant to 18 U.S.C. Section 1350.





101.INS*


XBRL Instance Document.





101.SCH*


XBRL Schema Document.





101.CAL*


XBRL Calculation Document.





101.LAB*


XBRL Labels Linkbase Document.





101.PRE*


XBRL Presentation Linkbase Document.





101.DEF*


XBRL Definition Linkbase Document.






 
 
 
 

 
 

* Filed Herewith.
**Furnished Herewith.


41

AZURE MIDSTREAM PARTNERS, LP Reports