Attached files

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EX-10.3 - EXHIBIT 10.3 - Hi-Crush Inc.exhibit103-blaircontributi.htm
EX-95.1 - EXHIBIT 95.1 - Hi-Crush Inc.exhibit951q316.htm
EX-32.2 - EXHIBIT 32.2 - Hi-Crush Inc.exhibit322q316.htm
EX-32.1 - EXHIBIT 32.1 - Hi-Crush Inc.exhibit321q316.htm
EX-31.2 - EXHIBIT 31.2 - Hi-Crush Inc.exhibit312q316.htm
EX-31.1 - EXHIBIT 31.1 - Hi-Crush Inc.exhibit311q316.htm
EX-10.4 - EXHIBIT 10.4 - Hi-Crush Inc.exhibit104halagreement.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
Form 10-Q 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2016
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: 001-35630 
Hi-Crush Partners LP
(Exact name of registrant as specified in its charter)
Delaware
90-0840530
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
 
Three Riverway, Suite 1350
 
Houston, Texas
77056
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (713) 980-6200 
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.    ý  Yes    ¨  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).    ý  Yes    ¨  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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
(Do not check if a smaller reporting company.)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ý  No
As of October 28, 2016, there were 63,668,244 common units outstanding.



HI-CRUSH PARTNERS LP
INDEX TO FORM 10-Q

2


PART I
ITEM 1. FINANCIAL STATEMENTS.
HI-CRUSH PARTNERS LP
Condensed Consolidated Balance Sheets
(In thousands, except unit amounts)
(Unaudited)
 
September 30, 2016
 
December 31, 2015 (a)
Assets
 
 
 
Current assets:
 
 
 
Cash
$
24,786

 
$
11,054

Accounts receivable, net
32,872

 
41,477

Inventories
34,741

 
27,971

Prepaid expenses and other current assets
6,074

 
4,840

Total current assets
98,473

 
85,342

Property, plant and equipment, net
411,289

 
393,512

Goodwill and intangible assets, net
10,518

 
45,524

Equity method investments
4,411

 

Other assets
8,011

 
9,830

Total assets
$
532,702

 
$
534,208

Liabilities, Equity and Partners’ Capital
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
17,134

 
$
24,237

Accrued and other current liabilities
8,099

 
6,429

Due to sponsor
200

 
106,746

Current portion of long-term debt
3,045

 
3,258

Total current liabilities
28,478

 
140,670

Long-term debt
190,969

 
246,783

Asset retirement obligations
7,713

 
7,066

Other liabilities
5,000

 

Total liabilities
232,160

 
394,519

Commitments and contingencies

 

Equity and partners’ capital:
 
 
 
General partner interest

 

Limited partners interest, 63,667,519 and 36,959,970 units outstanding, respectively
297,986

 
134,096

Total partners’ capital
297,986

 
134,096

Non-controlling interest
2,556

 
5,593

Total equity and partners' capital
300,542

 
139,689

Total liabilities, equity and partners’ capital
$
532,702

 
$
534,208


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3.
See Notes to Unaudited Condensed Consolidated Financial Statements.

3


HI-CRUSH PARTNERS LP
Condensed Consolidated Statements of Operations
(In thousands, except per unit amounts)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015 (a)
 
2016 (a)
 
2015 (a)
Revenues
$
46,556

 
$
81,494

 
$
137,133

 
$
267,563

Cost of goods sold (including depreciation, depletion and amortization)
46,340

 
66,400

 
138,032

 
198,737

Gross profit (loss)
216

 
15,094

 
(899
)
 
68,826

Operating costs and expenses:
 
 
 
 
 
 
 
General and administrative expenses
7,896

 
6,516

 
28,310

 
19,947

Impairments and other expenses (Note 12)
148

 
23,718

 
33,997

 
23,718

Accretion of asset retirement obligations
94

 
84

 
274

 
251

Income (loss) from operations
(7,922
)
 
(15,224
)
 
(63,480
)
 
24,910

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(2,845
)
 
(3,438
)
 
(10,398
)
 
(9,739
)
Net income (loss)
(10,767
)
 
(18,662
)
 
(73,878
)
 
15,171

(Income) loss attributable to non-controlling interest
25

 
(35
)
 
68

 
(202
)
Net income (loss) attributable to Hi-Crush Partners LP
$
(10,742
)
 
$
(18,697
)
 
$
(73,810
)
 
$
14,969

Earnings (loss) per limited partner unit:
 
 
 
 
 
 
 
Basic
$
(0.21
)
 
$
(0.49
)
 
$
(1.65
)
 
$
0.43

Diluted
$
(0.21
)
 
$
(0.49
)
 
$
(1.65
)
 
$
0.42


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3.
See Notes to Unaudited Condensed Consolidated Financial Statements.


4


HI-CRUSH PARTNERS LP
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Nine Months Ended
 
September 30,
 
2016 (a)
 
2015 (a)
Operating activities:
 
 
 
Net income (loss)
$
(73,878
)
 
$
15,171

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Depreciation and depletion
11,457

 
10,031

Amortization of intangible assets
1,261

 
2,199

Loss on impairments of goodwill and intangibles assets
33,745

 
18,606

Provision for doubtful accounts
8,236

 

Unit-based compensation to directors and employees
3,015

 
2,985

Amortization of loan origination costs into interest expense
1,494

 
1,242

Accretion of asset retirement obligations
274

 
251

(Gain) loss on disposal or impairments of property, plant and equipment
(147
)
 
4,781

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
369

 
28,613

Inventories
(6,054
)
 
(5,565
)
Prepaid expenses and other current assets
(1,137
)
 
2,179

Other assets
1,277

 
(2,779
)
Accounts payable
2,109

 
(2,800
)
Accrued and other current liabilities
1,672

 
(4,541
)
Due to sponsor
(1,296
)
 
(4,016
)
Net cash provided by (used in) operating activities
(17,603
)
 
66,357

Investing activities:
 
 
 
Acquisition of Hi-Crush Blair LLC
(75,000
)
 

Capital expenditures for property, plant and equipment
(36,990
)
 
(93,649
)
Equity method investments
(4,411
)
 

Restricted cash, net

 
691

Net cash used in investing activities
(116,401
)
 
(92,958
)
Financing activities:
 
 
 
Proceeds from equity issuances, net
189,015

 

Proceeds from issuance of long-term debt

 
65,000

Repayment of long-term debt
(56,851
)
 
(14,000
)
Loan origination costs
(128
)
 
(101
)
Affiliate financing, net
15,700

 
46,471

Distributions paid

 
(70,072
)
Net cash provided by financing activities
147,736

 
27,298

Net increase in cash
13,732

 
697

Cash at beginning of period
11,054

 
4,809

Cash at end of period
$
24,786

 
$
5,506

Non-cash investing and financing activities:
 
 
 
Decrease in accounts payable and accrued and other current liabilities for additions to property, plant and equipment
$
(9,212
)
 
$
(16,444
)
Increase in property, plant and equipment for asset retirement obligations
$
373

 
$

Estimated fair value of contingent consideration liability
$
5,000

 
$

Due to sponsor balance converted into non-controlling interest
$
120,950

 
$

Expense paid by Member on behalf of Hi-Crush Blair LLC
$
1,652

 
$
1,808

Cash paid for interest
$
8,904

 
$
8,497


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3. See Notes to Unaudited Condensed Consolidated Financial Statements.

5


HI-CRUSH PARTNERS LP
Condensed Consolidated Statement of Partners’ Capital
(In thousands)
(Unaudited)
 
General
Partner
Capital
 
Limited
Partner
Capital
 
Total
Partner
Capital
 
Non-Controlling
Interest
 
Total Equity and
Partners' Capital
Balance at December 31, 2015 (a)
$

 
$
134,096

 
$
134,096

 
$
5,593

 
$
139,689

Issuance of common units, net

 
189,015

 
189,015

 

 
189,015

Issuance of limited partner units to directors

 
453

 
453

 

 
453

Unit-based compensation expense

 
2,659

 
2,659

 

 
2,659

Forfeiture of distribution equivalent rights

 
2

 
2

 

 
2

Non-cash contributions by sponsor

 

 

 
1,652

 
1,652

Conversion of advances to Hi-Crush Proppants LLC

 

 

 
120,950

 
120,950

Acquisition of Hi-Crush Blair LLC

 
45,571

 
45,571

 
(125,571
)
 
(80,000
)
Net loss (a)

 
(73,810
)
 
(73,810
)
 
(68
)
 
(73,878
)
Balance at September 30, 2016
$

 
$
297,986

 
$
297,986

 
$
2,556

 
$
300,542


(a)
Financial information has been recast to include the financial position and results attributable to Hi-Crush Blair LLC. See Note 3.
See Notes to Unaudited Condensed Consolidated Financial Statements.

6

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


1 Basis of Presentation and Use of Estimates
The accompanying unaudited interim Condensed Consolidated Financial Statements (“interim statements”) of Hi-Crush Partners LP (together with its subsidiaries, the “Partnership”, “we”, “us” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair statement are reflected in the interim periods presented. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Partnership’s Consolidated Financial Statements for the year ended December 31, 2015, which are included in the Partnership’s Annual Report on Form 10-K filed with the SEC on February 23, 2016, as amended by the Partnership's Current Report on Form 8-K filed with the SEC on September 6, 2016. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by GAAP.
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. These financial statements have been prepared assuming the Partnership will continue to operate as a going concern. On a quarterly basis, the Partnership assesses whether conditions have emerged which may cast substantial doubt about the Partnership's ability to continue as a going concern for the next twelve months following the issuance of the interim statements. Refer to Note 6 - Long-Term Debt for additional disclosure regarding covenant compliance under our Revolving Credit Agreement.
Hi-Crush Partners LP is a Delaware limited partnership formed on May 8, 2012 to acquire selected sand reserves and related processing and transportation facilities of Hi-Crush Proppants LLC. The Partnership is engaged in the excavation and processing of raw frac sand for use in hydraulic fracturing operations for oil and natural gas wells. In connection with its formation, the Partnership issued a non-economic general partner interest to Hi-Crush GP LLC, our general partner (the “General Partner” or “Hi-Crush GP”), and a 100% limited partner interest to Hi-Crush Proppants LLC (the “sponsor”), its organizational limited partner.
On August 9, 2016, the Partnership entered into a contribution agreement with the sponsor to acquire all of the outstanding membership interests in Hi-Crush Blair LLC ("Blair"), the entity that owned our sponsor's Blair facility, for $75,000 in cash, 7,053,292 of newly issued common units in the Partnership, and payment of up to $10,000 of contingent earnout consideration (the "Blair Contribution"). The Partnership completed the acquisition of the Blair facility on August 31, 2016.
The Blair Contribution was accounted for as a transaction between entities under common control whereby Blair's net assets were recorded at their historical cost. Therefore, the Partnership's historical financial information was recast to combine Blair and the Partnership as if the combination had been in effect since inception of the common control on July 31, 2014. Refer to Note 3 for additional disclosure regarding the Blair Contribution.

2. Significant Accounting Policies
In addition to the significant accounting policies listed below, a comprehensive discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K filed with the SEC on February 23, 2016.
Accounts Receivable
Trade receivables relate to sales of raw frac sand and related services for which credit is extended based on the customer’s credit history and are recorded at the invoiced amount and do not bear interest. The Partnership regularly reviews the collectability of accounts receivable. When it is probable that all or part of an outstanding balance will not be collected, the Partnership establishes or adjusts an allowance as necessary generally using the specific identification method. Account balances are charged against the allowance after all means of collection have been exhausted and potential recovery is considered remote. As of September 30, 2016 and December 31, 2015, the Partnership maintained an allowance for doubtful accounts of $1,549 and $663, respectively. During the nine months ended September 30, 2016, the Partnership incurred bad debt expense of $8,236 which was primarily the result of the write-off of accounts receivable due from a spot customer filing for bankruptcy.
Deferred Charges
Certain direct costs incurred in connection with debt financing have been capitalized and are being amortized using the straight-line method, which approximates the effective interest method, over the life of the debt. Amortization expense is included in interest expense.

7

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

On April 28, 2016, we amended our Revolving Credit Agreement. As a result of this modification, we accelerated amortization of $349 representing a portion of the remaining unamortized balance of debt issuance costs. Refer to Note 6 - Long-Term Debt for additional disclosure regarding our Revolving Credit Agreement.
In the first quarter of 2016, we adopted and applied on a retrospective basis the Accounting Standards Update No. 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. As of September 30, 2016 and December 31, 2015, the Partnership maintained unamortized debt issuance costs of $3,742 and $4,354 within long-term debt, respectively (See Note 6 - Long-Term Debt).
Goodwill
Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Partnership performs an assessment of the recoverability of goodwill during the third quarter of each fiscal year, or more often if events or circumstances indicate the impairment of an asset may exist. Our assessment of goodwill is based on qualitative factors to determine whether the fair value of the reporting unit is more likely than not less than the carrying value. An additional quantitative impairment analysis is completed if the qualitative analysis indicates that the fair value is not substantially in excess of the carrying value. The quantitative analysis determines the fair value of the reporting unit based on the discounted cash flow method and relative market-based approaches. Refer to Note 12 - Impairments and Other Expenses for additional disclosure regarding goodwill.
Equity Method Investments
The Partnership accounts for investments, which it does not control but has the ability to exercise significant influence, using the equity method of accounting. Under this method, the investment is carried originally at cost, increased by any allocated share of the Partnership's net income and contributions made, and decreased by any allocated share of the Partnership's net losses and distributions received.
Revenue Recognition
Frac sand sales revenues are recognized when legal title passes to the customer, which may occur at the production facility, rail origin or at the destination terminal. At that point, delivery has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of sand deliveries are recorded as deferred revenue. Revenue from make-whole provisions in our customer contracts is recognized at the end of the defined cure period.
A substantial portion of our frac sand is sold to customers with whom we have long-term supply agreements, the current terms of which expire between 2017 and 2021. The agreements define, among other commitments, the volume of product that the Partnership must provide, the price that will be charged to the customer, and the volume that the customer must purchase by the end of the defined cure periods, which can range from three months to the end of a contract year.
Transportation services revenues are recognized as the services have been completed, meaning the related services have been rendered. At that point, delivery of service has occurred, evidence of a contractual arrangement exists and collectability is reasonably assured. Amounts received from customers in advance of transportation services being rendered are recorded as deferred revenue.
Fair Value of Financial Instruments
The amounts reported in the balance sheet as current assets or liabilities, including cash, accounts receivable, accounts payable, accrued and other current liabilities approximate fair value due to the short-term maturities of these instruments. The fair value of the senior secured term loan approximated $190,761 as of September 30, 2016, based on the market price quoted from external sources, compared with a carrying value of $195,000. If the senior secured term loan was measured at fair value in the financial statements, it would be classified as Level 2 in the fair value hierarchy.
Net Income per Limited Partner Unit
We have identified the sponsor’s incentive distribution rights as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income or loss shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income or loss per unit applicable to limited partners is computed by dividing limited partners’ interest in net income or loss, after deducting any sponsor incentive distributions, by the weighted-average number of outstanding limited partner units.
As described in Note 1, the Partnership's historical financial information has been recast to combine Blair for all periods presented. The amounts of incremental income or losses recast to periods prior to the Blair Contribution are excluded from the calculation of net income per limited partner unit.

8

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Income Taxes
The Partnership is a pass-through entity and is not considered a taxable entity for federal tax purposes. Therefore, there is not a provision for income taxes in the accompanying Condensed Consolidated Financial Statements. The Partnership’s net income or loss is allocated to its partners in accordance with the partnership agreement. The partners are taxed individually on their share of the Partnership’s earnings. At September 30, 2016 and December 31, 2015, the Partnership did not have any liabilities for uncertain tax positions or gross unrecognized tax benefits.
Recent Accounting Pronouncements
In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-15 ("ASU 2016-15"), which provides guidance that is intended to reduce diversity in practice in how certain cash receipts and cash payments are classified in the statement of cash flows. The amendment will be effective for the Partnership beginning January 1, 2018, with early adoption permitted. The Partnership is currently assessing the impact that adopting this new accounting guidance will have on its Consolidated Financial Statements and footnote disclosures.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 ("ASU 2014-09"), an update that supersedes the most current revenue recognition guidance, as well as some cost recognition guidance. The update requires that an entity recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires new qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, information about contract balances and performance obligations, and assets recognized from costs incurred to obtain or fulfill a contract. The authoritative guidance, which may be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application, will be effective for the Partnership beginning January 1, 2018. Early adoption is not permitted. The FASB has also issued the following standards which clarify ASU 2014-09 and have the same effective date as the original standard: ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients and ASU 2016-10 Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing. The Partnership is currently evaluating the potential method and impact of this authoritative guidance on its Consolidated Financial Statements.

3. Acquisition of Hi-Crush Blair LLC
On August 9, 2016, the Partnership entered into a contribution agreement with our sponsor to acquire all of the outstanding membership interests in Blair, the entity that owned our sponsor’s Blair facility, for $75,000 in cash, 7,053,292 of newly issued common units in the Partnership, and payment of up to $10,000 of contingent earnout consideration (the "Blair Contribution"). The Partnership completed the acquisition of the Blair facility on August 31, 2016.
The contingent earnout consideration is based on the Partnership's adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") exceeding certain thresholds for each of the fiscal years ending December 31, 2017 and 2018. If the Partnership exceeds either or both of the respective thresholds, then it will pay an additional $5,000 for each threshold met or exceeded, for an undiscounted total of up to $10,000. As of September 30, 2016, the preliminary fair value of the contingent consideration liability based on available information was $5,000, as reflected in "Other liabilities" on our Condensed Consolidated Balance Sheet. In connection with its annual budgeting process, management continues to review the preliminary valuation and expects to finalize the valuation during the fourth quarter of 2016.
As a result of this transaction, the Partnership's historical financial information has been recast to combine the Condensed Consolidated Statements of Operations and the Condensed Consolidated Balance Sheets of the Partnership with those of Blair as if the combination had been in effect since inception of common control on July 31, 2014. Any material transactions between the Partnership and Blair have been eliminated. The balance of non-controlling interest as of September 30, 2016 includes the sponsor's interest in Blair prior to the combination. Except for the combination of the Condensed Consolidated Statements of Operations and the respective allocation of recast net income (loss), capital transactions between the sponsor and Blair prior to August 31, 2016 have not been allocated on a recast basis to the Partnership’s unitholders. Such transactions are presented within the non-controlling interest column in the Condensed Consolidated Statement of Partners' Capital as the Partnership and its unitholders would not have participated in these transactions.

9

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

The following table summarizes the carrying value of Blair's assets as of August 31, 2016, and the allocation of the cash consideration payable:
Net assets of Hi-Crush Blair LLC as of August 31, 2016:
 
Cash
$
75

Inventories
6,310

Prepaid expenses and other current assets
360

Due from Hi-Crush Partners LP
406

Property, plant and equipment
125,565

Other assets
700

Accounts payable
(5,653
)
Accrued liabilities and other current liabilities
(2,269
)
Due to sponsor
(311
)
Due to Hi-Crush Partners LP
(1,240
)
Asset retirement obligation
(380
)
Total carrying value of Blair's net assets
$
123,563

 
 
Allocation of purchase price
 
Carrying value of sponsor's non-controlling interest prior to Blair Contribution
$
125,571

Excess purchase price over the acquired interest (a)
(45,571
)
Cost of Blair acquisition
$
80,000

(a) The deemed contribution attributable to the purchase price was allocated to the common unitholders and excludes the $5,000 estimated fair value of contingent consideration payable in the future.
The following tables present our recast revenues, net income (loss) and net income (loss) attributable to Hi-Crush Partners LP per limited partner unit giving effect to the Blair Contribution, as reconciled to the revenues, net income (loss) and net income (loss) attributable to Hi-Crush Partners LP per limited partner unit of the Partnership.
 
Three Months Ended September 30, 2016
 
Partnership Historical
 
Blair through August 31, 2016
 
Eliminations
 
Partnership Recast
Revenues
$
46,556

 
$
6,473

 
$
(6,473
)
 
$
46,556

Net income (loss)
$
(11,729
)
 
$
1,106

 
$
(144
)
 
$
(10,767
)
Net loss attributable to Hi-Crush Partners LP per limited partner unit - basic
$
(0.21
)
 
 
 
 
 
$
(0.19
)
 
Three Months Ended September 30, 2015
 
Partnership Historical
 
Blair
 
Eliminations
 
Partnership Recast
Revenues
$
81,494

 
$

 
$

 
$
81,494

Net loss
$
(18,073
)
 
$
(589
)
 
$

 
$
(18,662
)
Net loss attributable to Hi-Crush Partners LP per limited partner unit - basic
$
(0.49
)
 
 
 
 
 
$
(0.51
)

10

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

 
Nine Months Ended September 30, 2016
 
Partnership Historical
 
Blair through August 31, 2016
 
Eliminations
 
Partnership Recast
Revenues
$
137,133

 
$
13,761

 
$
(13,761
)
 
$
137,133

Net income (loss)
$
(74,157
)
 
$
716

 
$
(437
)
 
$
(73,878
)
Net loss attributable to Hi-Crush Partners LP per limited partner unit - basic
$
(1.65
)
 
 
 
 
 
$
(1.65
)
 
Nine Months Ended September 30, 2015
 
Partnership Historical
 
Blair
 
Eliminations
 
Partnership Recast
Revenues
$
267,563

 
$

 
$

 
$
267,563

Net income (loss)
$
17,229

 
$
(2,058
)
 
$

 
$
15,171

Net income attributable to Hi-Crush Partners LP per limited partner unit - basic
$
0.43

 
 
 
 
 
$
0.37


4. Inventories
Inventories consisted of the following:
 
September 30, 2016
 
December 31, 2015
Raw material
$
280

 
$

Work-in-process
16,546

 
11,827

Finished goods
15,550

 
13,960

Spare parts
2,365

 
2,184

Inventories
$
34,741

 
$
27,971


5. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
 
September 30, 2016
 
December 31, 2015
Buildings
$
9,694

 
$
5,519

Mining property and mine development
87,278

 
79,244

Plant and equipment
236,917

 
151,582

Rail and rail equipment
43,169

 
29,300

Transload facilities and equipment
76,879

 
62,557

Construction-in-progress
3,205

 
102,464

Property, plant and equipment
457,142

 
430,666

Less: Accumulated depreciation and depletion
(45,853
)
 
(37,154
)
Property, plant and equipment, net
$
411,289

 
$
393,512

During the first quarter of 2016, we completed construction and commenced operations of our Blair facility.
Depreciation and depletion expense was $4,623 and $4,319 during the three months ended September 30, 2016 and 2015, respectively and $11,457 and $10,031 during the nine months ended September 30, 2016 and 2015, respectively.

11

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

The Partnership recognized a (gain) loss on the disposal of fixed assets of $(107) and $20 during the three months ended September 30, 2016 and 2015, respectively and $(147) and $70 during the nine months ended September 30, 2016 and 2015, respectively.
The Partnership recognized an impairment of $4,455 related to the write-down of transload and office facilities' assets to their net realizable value and recognized expense of $256 related to the abandonment of certain transload construction projects during the three months ended September 30, 2015. These expenses are included in impairments and other expenses in our Condensed Consolidated Statements of Operations. Refer to Note 12 for additional disclosure on impairments and other expenses. During the three months ended September 30, 2016 the Partnership sold two of the idled transload facilities and terminated the lease on a third idled transload facility.

6. Long-Term Debt
Long-term debt consisted of the following:
 
September 30, 2016
 
December 31, 2015
Revolving Credit Agreement
$

 
$
52,500

Term Loan Credit Facility
195,000

 
196,500

Less: Unamortized original issue discount
(1,318
)
 
(1,529
)
Less: Unamortized debt issuance costs
(3,742
)
 
(4,354
)
Other notes payable
4,074

 
6,924

Total debt
194,014

 
250,041

Less: current portion of long-term debt
(3,045
)
 
(3,258
)
Long-term debt
$
190,969

 
$
246,783

Revolving Credit Agreement
On April 28, 2014, the Partnership entered into an amended and restated credit agreement (the "Revolving Credit Agreement"). The Revolving Credit Agreement is a senior secured revolving credit facility that permits aggregate borrowings of up to $150,000, including a $25,000 sublimit for letters of credit and a $10,000 sublimit for swing line loans. The Revolving Credit Agreement matures on April 28, 2019. On November 5, 2015, the Partnership entered into a second amendment (the "Second Amendment") to the Revolving Credit Agreement. The Second Amendment provided for a reduction in the commitment level from $150,000 to $100,000. On April 28, 2016, the Partnership entered into a third amendment (the "Third Amendment") to the Revolving Credit Agreement which provided for a reduction in the commitment level to $75,000. The outstanding balance of $52,500 under the Revolving Credit Agreement was paid in full as of June 30, 2016.
The Revolving Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership's subsidiaries have guaranteed the Partnership's obligations under the Revolving Credit Agreement and have granted to the revolving lenders security interests in substantially all of their respective assets.
Borrowings under the Revolving Credit Agreement, as amended, bear interest at a rate equal to a Eurodollar rate plus an applicable margin of 4.50% per annum through June 30, 2017 (the "Effective Period").

12

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

The Revolving Credit Agreement also contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The Second Amendment to the Revolving Credit Agreement waives the compliance of customary financial covenants, which are a leverage ratio and minimum interest coverage ratio, through the Effective Period. In addition, the Second Amendment established certain minimum quarterly EBITDA covenants, allows distributions to unitholders up to 50% of quarterly distributable cash flow after quarterly debt payments on the term loan, and requires that capital expenditures during 2016 not exceed $28,000. The Third Amendment waives the minimum quarterly EBITDA covenants, establishes a maximum EBITDA loss for the six months ending March 31, 2017 and provides for an "equity cure" that can be applied to EBITDA covenant ratios for 2017 and all future periods. In addition, the Revolving Credit Agreement contains customary events of default (some of which are subject to applicable grace or cure periods), including among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. Such events of default could entitle the lenders to cause any or all of the Partnership’s indebtedness under the Revolving Credit Agreement to become immediately due and payable. If such a default were to occur, and resulted in a cross default of the Term Loan Credit Agreement, all of our outstanding debt obligations could be accelerated resulting in substantial doubt regarding the Partnership’s ability to meet its obligations over the next twelve months and continue as a going concern.
As of September 30, 2016, we were in compliance with the covenants contained in the Revolving Credit Agreement. Our ability to comply with such covenants in the future could be affected by the levels of cash flows from our operations and events or circumstances beyond our control.  If market or other economic conditions deteriorate, our risk of non-compliance may increase.
As of September 30, 2016, we had $67,055 of undrawn available borrowing capacity ($75,000, net of $7,945 letter of credit commitments) and no indebtedness under our Revolving Credit Agreement.
Term Loan Credit Facility
On April 28, 2014, the Partnership entered into a credit agreement (the "Term Loan Credit Agreement") providing for a senior secured term loan credit facility (the “Term Loan Credit Facility”) that permits aggregate borrowings of up to $200,000, which has been fully drawn. The Term Loan Credit Agreement permits the Partnership, at its option, to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000. Any incremental term loan facility would be on terms to be agreed among the Partnership, the administrative agent and the lenders who agree to participate in the incremental facility. The maturity date of the Term Loan Credit Facility is April 28, 2021.
The Term Loan Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership’s subsidiaries have guaranteed the Partnership’s obligations under the Term Loan Credit Agreement and have granted to the lenders security interests in substantially all of their respective assets.
Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to, at the Partnership’s option, either (1) a base rate plus an applicable margin of 2.75% per annum or (2) a Eurodollar rate plus an applicable margin of 3.75% per annum, subject to a LIBOR floor of 1.00%.
The Term Loan Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. In addition, it contains customary events of default that entitle the lenders to cause any or all of the Partnership’s indebtedness under the Term Loan Credit Agreement to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. As of September 30, 2016, we were in compliance with the terms of the agreement.
As of September 30, 2016, we had $189,940 indebtedness ($195,000, net of $1,318 of discounts and $3,742 of debt issuance costs) under our Term Loan Credit Facility, which carried an interest rate of 4.75%.
Other Notes Payable
On October 24, 2014, the Partnership entered into a purchase and sales agreement to acquire land and underlying frac sand deposits. Through September 30, 2016, the Partnership paid total cash consideration of $5,000, and issued two three-year promissory notes in the amounts of $3,676, each, in connection with this agreement. The three-year promissory notes accrue interest at a rate equal to the applicable short-term federal rate, which was 0.66% as of September 30, 2016. All principal and accrued interest is due and payable at the end of the three-year note terms in October 2017 and December 2018, respectively. However, the notes may be prepaid on a quarterly basis during the three-year terms if sand is extracted, delivered, sold and paid for from the properties.

13

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

During the three and nine months ended September 30, 2016, the Partnership made prepayments of $917 and $2,851 based on the volume of sand extracted, delivered, sold and paid for, respectively. In October 2016, the Partnership made a prepayment of approximately $1,045 based on the volume of sand extracted, delivered, sold and paid for through the third quarter of 2016. We did not make any prepayments during the nine months ended September 30, 2015.

7. Equity
As of September 30, 2016, our sponsor owned 20,693,643 common units, representing a 32.5% ownership interest in the limited partner units. In addition, our sponsor is the owner of our General Partner. 
During the nine months ended September 30, 2016, the Partnership completed three public offerings for a total of 19,550,000 common units, representing limited partnership interests in the Partnership for aggregate net proceeds of approximately $189,015. The net proceeds from these offerings were used to pay off the outstanding balance under the Partnership's Revolving Credit Agreement, to fund the Blair Contribution and for general partnership purposes.
Incentive Distribution Rights
Incentive distribution rights represent the right to receive increasing percentages (ranging from 15.0% to 50.0%) of quarterly distributions from operating surplus after minimum quarterly distribution and target distribution levels exceed $0.54625 per unit per quarter. Our sponsor currently holds the incentive distribution rights, but it may transfer these rights at any time.
Allocations of Net Income
Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders and our General Partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage ownership interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to our sponsor.
During the three and nine months ended September 30, 2016, no income was allocated to our holders of incentive distribution rights. During the three months ended September 30, 2015, no income was allocated to our holders of incentive distribution rights. During the nine months ended September 30, 2015, $2,622 was allocated to our holders of incentive distribution rights.
Distributions
Our partnership agreement sets forth the calculation to be used to determine the amount of cash distributions that our limited partner unitholders and our holders of incentive distribution rights will receive.
Our recent distributions have been as follows:
Declaration Date
 
Amount Declared Per Unit
 
Record Date
 
Payment Date
 
Payment to Limited Partner Units
 
Payment to Holders of Incentive Distribution Rights
January 15, 2015
 
$
0.6750

 
January 30, 2015
 
February 13, 2015
 
$
24,947

 
$
1,311

April 16, 2015
 
$
0.6750

 
May 1, 2015
 
May 15, 2015
 
$
24,947

 
$
1,311

July 21, 2015
 
$
0.4750

 
August 5, 2015
 
August 14, 2015
 
$
17,555

 
$

On October 26, 2015, we announced the Board of Directors' decision to temporarily suspend the distribution payment to common unitholders. No quarterly distributions were declared for the third quarter of 2016, as the Partnership continued its distribution suspension to conserve cash.

14

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Net Income per Limited Partner Unit
The following table outlines our basic and diluted, weighted average limited partner units outstanding during the relevant periods:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
Basic
55,095,464

 
36,959,020

 
44,832,652

 
36,958,692

Diluted
55,095,464

 
36,959,020

 
44,832,652

 
37,200,426

For purposes of calculating the Partnership’s earnings per unit under the two-class method, common units are treated as participating preferred units, and the previously outstanding subordinated units were treated as the residual equity interest, or common equity. Incentive distribution rights are treated as participating securities.
Diluted earnings per unit excludes any dilutive awards granted (see Note 8) if their effect is anti-dilutive. During the three and nine months ended September 30, 2016, the Partnership incurred a net loss and all 627,900 potentially dilutive awards granted and outstanding were excluded from the diluted earnings per unit calculation.
Distributions made in future periods based on the current period calculation of cash available for distribution are allocated to each class of equity that will receive such distributions.
Each period the Partnership determines the amount of cash available for distributions in accordance with the partnership agreement. The amount to be distributed to limited partner unitholders and incentive distribution rights holders is subject to the distribution waterfall in the partnership agreement. Net earnings or loss for the period are allocated to each class of partnership interest based on the distributions to be made.
The following table provides a reconciliation of net loss and the assumed allocation of net loss under the two-class method for purposes of computing net loss per limited partner unit for the three months ended September 30, 2016 (in thousands, except per unit amounts):
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$

 
$

Assumed allocation of distributions in excess of loss

 
(10,742
)
 
(10,742
)
Add back recast income attributable to Blair through August 31, 2016

 
(962
)
 
(962
)
Assumed allocation of net loss
$

 
$
(11,704
)
 
$
(11,704
)
 
 
 
 
 
 
Loss per limited partner unit - basic
 
 
$
(0.21
)
 
 
Loss per limited partner unit - diluted
 
 
$
(0.21
)
 
 
The following table provides a reconciliation of net loss and the assumed allocation of net loss under the two-class method for purposes of computing net loss per limited partner unit for the nine months ended September 30, 2016 (in thousands, except per unit amounts):
 
General Partner and IDRs
 
Limited Partner Units
 
Total
Declared distribution
$

 
$

 
$

Assumed allocation of distributions in excess of loss

 
(73,810
)
 
(73,810
)
Add back recast income attributable to Blair through August 31, 2016

 
(279
)
 
(279
)
Assumed allocation of net loss
$

 
$
(74,089
)
 
$
(74,089
)
 
 
 
 
 
 
Loss per limited partner unit - basic
 
 
$
(1.65
)
 
 
Loss per limited partner unit - diluted
 
 
$
(1.65
)
 
 

15

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Recast Equity Transactions
During the nine months ended September 30, 2016, the sponsor paid $1,652 of expenses on behalf of Blair. During the three and nine months ended September 30, 2015, the sponsor paid $838 and $1,808, respectively, of expenses on behalf of Blair. Such transactions are recognized within the non-controlling interest section of the accompanying Condensed Consolidated Statement of Partners' Capital.

8. Unit-Based Compensation
Long-Term Incentive Plan
On August 21, 2012, Hi-Crush GP adopted the Hi-Crush Partners LP Long Term Incentive Plan (the “Plan”) for employees, consultants and directors of Hi-Crush GP and those of its affiliates, including our sponsor, who perform services for the Partnership. The Plan consists of restricted units, unit options, phantom units, unit payments, unit appreciation rights, other equity-based awards, distribution equivalent rights and performance awards. The Plan limits the number of common units that may be issued pursuant to awards under the Plan is currently 1,364,035 units. If our unitholders approve the first amendment and restatement of the Plan at a special meeting of our common unitholders to be held on December 8, 2016, the number of common units that may be issued pursuant to awards under the Plan will increase to 4,064,035 common units. After giving effect to the first amendment and restatement of the Plan, to the extent that an award is forfeited, cancelled, exercised, settled in cash, or otherwise terminates or expires without the actual delivery of common units pursuant to such awards, the common units subject to the award will again be available for new awards granted under the Plan; provided, however, that any common units withheld to cover a tax withholding obligation will not again be available for new awards under the Plan. The Plan is administered by Hi-Crush GP’s Board of Directors or a committee thereof.
The cost of services received in exchange for an award of equity instruments is measured based on the grant-date fair value of the award and that cost is generally recognized over the vesting period of the award.
Performance Phantom Units - Equity Settled
The Partnership has awarded Performance Phantom Units ("PPUs") pursuant to the Plan to certain employees. The number of PPUs that will vest will range from 0% to 200% of the number of initially granted PPUs and is dependent on the Partnership's total unitholder return over a three-year performance period compared to the total unitholder return of a designated peer group. Each PPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The PPUs are also entitled to forfeitable distribution equivalent rights ("DERs"), which accumulate during the performance period and are paid in cash on the date of settlement. The fair value of each PPU is estimated using a fair value approach and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. Expected volatility is based on the historical market performance of our peer group. The following table presents information relative to our PPUs.
 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2016
136,570

 
$
46.85

Granted
112,345

 
$
15.94

Outstanding at September 30, 2016
248,915

 
$
32.90

As of September 30, 2016, total compensation expense not yet recognized related to unvested PPUs was $3,451, with a weighted average remaining service period of 1.5 years.
Time-Based Phantom Units - Equity Settled
The Partnership has awarded Time-Based Phantom Units ("TPUs") pursuant to the Plan to certain employees which automatically vest if the employee remains employed at the end of the vesting period. Each TPU represents the right to receive, upon vesting, one common unit representing limited partner interests in the Partnership. The TPUs are also entitled to forfeitable DERs, which accumulate during the vesting period and are paid in cash on the date of settlement. The fair value of each TPU is calculated based on the grant-date unit price and is amortized into compensation expense, reduced for an estimate of expected forfeitures, over the period of service corresponding with the vesting period. The following table presents information relative to our TPUs.

16

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

 
Units
 
Grant Date Weighted-Average Fair Value per Unit
Outstanding at January 1, 2016
55,320

 
$
37.63

Vested
(880
)
 
$
39.48

Granted
325,470

 
$
12.96

Forfeited
(925
)
 
$
38.48

Outstanding at September 30, 2016
378,985

 
$
16.44

As of September 30, 2016, total compensation expense not yet recognized related to unvested TPUs was $4,851, with a weighted average remaining service period of 2.6 years.
Board Unit Grants
The Partnership issued 103,377 and 6,344 common units to certain of its directors during the nine months ended September 30, 2016 and 2015, respectively.
Unit Purchase Program
During 2015, the Partnership commenced a unit purchase program ("UPP") offered under the Plan. The UPP provides participating employees and members of our board of directors the opportunity to purchase common units representing limited partner interests of the Partnership at a discount. Non-director employees contribute through payroll deductions not to exceed 35% of the employee's eligible compensation during the applicable offering period. Directors contribute through cash contributions not to exceed $150 in aggregate. If the closing price of the Partnership's common units on February 28, 2017 (the "Purchase Date Price") is greater than or equal to 90% of the closing market price of our common units on a participant's applicable election date (the "Election Price"), then the participant will receive a number of common units equal to the amount of accumulated payroll deductions or cash contributions, as applicable (the “Contribution”), divided by the Election Price, capped at 20,000 common units. If the Purchase Date Price is less than the Election Price, then the participant’s Contribution will be returned to the participant.
On the date of election, the Partnership calculates the fair value of the discount, which is recognized as unit compensation expense on a straight-line basis during the period from election date through the date of purchase.  As of September 30, 2016, total accumulated contributions of $486 from directors under the UPP is maintained within the “Accrued and Other Current Liabilities” line item in our Condensed Consolidated Balance Sheet.
Compensation Expense
The following table presents total unit-based compensation expense:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
Performance Phantom Units
$
647

 
$
794

 
$
1,811

 
$
2,251

Time-Based Phantom Units
352

 
187

 
732

 
521

Director and other unit grants
117

 
67

 
356

 
213

Unit Purchase Program
39

 

 
116

 

Total compensation expense
$
1,155

 
$
1,048

 
$
3,015

 
$
2,985



17

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

9. Related Party Transactions
Effective August 16, 2012, our sponsor entered into a services agreement (the “Services Agreement”) with our General Partner, Hi-Crush Services LLC (“Hi-Crush Services”) and the Partnership, pursuant to which Hi-Crush Services provides certain management and administrative services to the Partnership to assist in operating the Partnership’s business. Under the Services Agreement, the Partnership reimburses Hi-Crush Services and its affiliates, on a monthly basis, for the allocable expenses it incurs in its performance under the Services Agreement. These expenses include, among other things, administrative, rent and other expenses for individuals and entities that perform services for the Partnership. Hi-Crush Services and its affiliates will not be liable to the Partnership for its performance of services under the Services Agreement, except for liabilities resulting from gross negligence. During the three months ended September 30, 2016 and 2015, the Partnership incurred $1,245 and $1,262, respectively, of management and administrative service expenses from Hi-Crush Services. During the nine months ended September 30, 2016 and 2015, the Partnership incurred $3,337 and $3,333, respectively, of management and administrative service expenses from Hi-Crush Services.
In the normal course of business, our sponsor and its affiliates, including Hi-Crush Services, and the Partnership may from time to time make payments on behalf of each other.
As of September 30, 2016, an outstanding balance of $200 payable to our sponsor is maintained as a current liability under the caption “Due to sponsor”.
During the three months ended September 30, 2016 and 2015, the Partnership purchased $57 and $9,625, respectively, of sand from Hi-Crush Whitehall LLC, a subsidiary of our sponsor and the entity that owns the sponsor's Whitehall facility, at a purchase price in excess of our production cost per ton. During the nine months ended September 30, 2016 and 2015, the Partnership purchased $7,260 and $24,528, respectively, of sand from our sponsor's Whitehall facility.
During the nine months ended September 30, 2015, the Partnership purchased $2,754 of sand from Goose Landing, LLC, a wholly owned subsidiary of Northern Frac Proppants II, LLC. We did not purchase any sand during the three months ended September 30, 2015 or the nine months ended September 30, 2016. The father of Mr. Alston, who is a director of our General Partner, owned a beneficial equity interest in Northern Frac Proppants II, LLC.
During the nine months ended September 30, 2016 and throughout 2014 and 2015, the Partnership engaged in multiple construction projects and purchased equipment, machinery and component parts from various vendors that were represented by Alston Environmental Company, Inc. or Alston Equipment Company (“Alston Companies”), which regularly represent vendors in such transactions. The vendors in question paid a commission to the Alston Companies in an amount that is unknown to the Partnership. The sister of Mr. Alston, has an ownership interest in the Alston Companies. The Partnership has not paid any sum directly to the Alston Companies and Mr. Alston has represented to the Partnership that he received no compensation from the Alston Companies related to these transactions.

10. Segment Reporting
The Partnership manages, operates and owns assets utilized to supply frac sand to its customers. It conducts operations through its one operating segment titled "Frac Sand Sales". This reporting segment of the Partnership is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

11. Commitments and Contingencies
The Partnership enters into sales contracts with customers. These contracts establish minimum annual sand volumes that the Partnership is required to make available to such customers under initial terms ranging from three to six years. Through September 30, 2016, no payments for non-delivery of minimum annual sand volumes have been made by the Partnership to customers under these contracts.
D & I Silica, LLC ("D&I") has entered into a long-term supply agreement with a supplier (the "Sand Supply Agreement"), which includes a requirement to purchase certain volumes and grades of sands at specified prices. The quantities set forth in such agreement are not in excess of our current requirements.
The Partnership has entered into royalty agreements under which it is committed to pay royalties on sand sold from its production facilities for which the Partnership has received payment by the customer. Royalty expense is recorded as the sand is sold and is included in costs of goods sold. Royalty expense was $2,002 and $2,352 for the three months ended September 30, 2016 and 2015, respectively, and $3,357 and $8,492 for the nine months ended September 30, 2016 and 2015, respectively.

18

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

During the third quarter of 2016, the Partnership entered into an agreement to terminate certain existing royalty agreements for $6,750, of which $3,375 was paid during September 2016, with another payment scheduled for August 2017. As a result of this agreement, the Partnership reduced its ongoing future royalty payments to the applicable counterparties for each ton of frac sand that is excavated, processed and sold to the Partnership’s customers. As part of this transaction, we recorded an asset of $6,750, as reflected in property, plant and equipment in the September 30, 2016 balance sheet.
On October 24, 2014, the Partnership entered into a purchase and sale agreement to acquire certain tracts of land and specific quantities of the underlying frac sand deposits. The transaction includes three separate tranches of land and deposits, to be acquired over a three-year period from 2014 through 2016. Through September 30, 2016, the Partnership acquired two tranches of land for $12,352 and has committed to purchase the remaining tranche during 2016 for total consideration of $6,176.
On September 8, 2016, the Partnership entered into an agreement to form Proppant Express Investments, LLC ("PropX"), an entity established to develop critical last-mile sand logistics equipment for the proppant industry. PropX is responsible for manufacturing the containers, or pods, and the conveyor systems that allow for transportation of frac sand from in-basin terminals to the well site. The Partnership has committed to investing up to $17,400 in PropX over the next year to 18 months for use in manufacturing of containers and conveyor systems, among other things. Through September 30, 2016, the Partnership has funded $4,411 of its commitment.
The Partnership has long-term leases for railcars and equipment used at its terminal sites, some of which are also under long-term lease agreements with various railroads.
We have entered into service agreements with transload service providers which require us to purchase minimum amount of services over specific periods of time at specific locations. Our failure to purchase the minimum level of services would require us to pay shortfall fees. However, the minimum quantities set forth in the agreements are not in excess of our current forecasted requirements at these locations.
As of September 30, 2016, future minimum operating lease payments and minimum purchase commitments are as follows:
Fiscal Year
Operating
Leases
 
Minimum Purchase
Commitments
2016 (three months)
$
6,396

 
$
394

2017
26,705

 
1,576

2018
26,585

 
1,576

2019
29,183

 
1,866

2020
26,620

 
2,296

Thereafter
58,928

 
6,464

 
$
174,417

 
$
14,172

In addition, the Partnership has placed orders for additional leased railcars. Such long-term operating leases commence upon the future delivery of the railcars. During the third quarter of 2016, we completed negotiations with a railcar lessor to defer the delivery of approximately 700 additional leased railcars until the second half of 2018 and reduced our annual minimum operating lease by approximately $1,300.
From time to time the Partnership may be subject to various claims and legal proceedings which arise in the normal course of business. Management is not aware of any legal matters that are likely to have a material adverse effect on the Partnership’s financial position, results of operations or cash flows.


19

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

12. Impairments and Other Expenses
Our goodwill arose from the acquisition of D&I in 2013 and is therefore allocated to the D&I reporting unit. We performed our annual assessment of the recoverability of goodwill during the third quarter of 2015. Although we had seen a significant decrease in the price of our common units since August 2014, which had resulted in an overall reduction in our market capitalization, our market capitalization exceeded our recorded net book value as of September 30, 2015.  At such time, we updated our internal business outlook of the D&I reporting unit to consider the current economic environment that affects our operations. As part of the first step of goodwill impairment testing, we updated our assessment of our future cash flows, applying expected long-term growth rates, discount rates, and terminal values that we considered reasonable. We calculated a present value of the cash flows to arrive at an estimate of fair value under the income approach, and then used the market approach to corroborate this value. As a result of these estimates, we determined that there was no impairment of goodwill as of our annual assessment date.
Specific uncertainties affecting our estimated fair value include the impact of competition, the price of frac sand, future overall activity levels and demand for frac sand, activity levels of our significant customers, and other factors affecting the rate of our future growth. These factors were reviewed and assessed during the fourth quarter of 2015 and we determined that there was no impairment of goodwill as of December 31, 2015.
However, uncertain market conditions for frac sand resulting from current oil and natural gas prices continued. During the three months ended March 31, 2016, volumes sold through the D&I reporting unit declined below previously forecasted levels and pricing deteriorated further. Industry demand for frac sand has continued to decline as the reported Baker Hughes oil rig count in North America fell to 362 rigs as of March 31, 2016, marking a 2016 year-to-date decline of more than 30%. Our customers continued to face uncertainty related to activity levels and have reduced their active frac crews, resulting in further declines in well completion activity. Therefore, as of March 31, 2016, we determined that the state of market conditions and activity levels indicated that an impairment of goodwill may exist. As a result, we assessed qualitative factors and determined that we could not conclude it was more likely than not that the fair value of goodwill exceeded its carrying value. In turn, we prepared a quantitative analysis of the fair value of the goodwill as of March 31, 2016, based on the weighted average valuation across several income and market based valuation approaches. The underlying results of the valuation were driven by our actual results during the three months ended March 31, 2016 and the pricing, costs structures and market conditions existing as of March 31, 2016, which were below our forecasts at the time of the previous goodwill assessments. Other key estimates, assumptions and inputs used in the valuation included long-term growth rates, discounts rates, terminal values, valuation multiples and relative valuations when comparing the reporting unit to similar businesses or asset bases. Upon completion of the Step 1 and Step 2 valuation exercises, it was determined that a $33,745 impairment loss of all goodwill was incurred during the three months ended March 31, 2016, which was equal to the difference between the carrying value and estimated fair value of goodwill. The Partnership did not recognize any impairment losses for goodwill during the nine months ended September 30, 2015.
During the three months ended September 30, 2015, we completed an impairment assessment of the intangible asset associated with the Sand Supply Agreement.  Given current market conditions, coupled with our ability to source sand from our sponsor on more favorable terms, we determined that the fair value of the agreement was less than its carrying value, resulting in an impairment of $18,606.
During the three months ended September 30, 2015, we elected to temporarily idle five destination transload facilities and three rail origin transload facilities.  In addition, to consolidate our administrative functions, we commenced the process of closing down an office facility in Sheffield, Pennsylvania. As a result of these actions, we recognized an impairment of $4,455 related to the write down of transload and office facilities’ assets to their net realizable value, and severance, retention and relocation costs of $371 for affected employees.
We recognized impairments and other expenses as outlined in the following table:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
Impairment of Goodwill
$

 
$

 
$
33,745

 
$

Impairment of Sand Supply Agreement

 
18,606

 

 
18,606

Impairment of idled administrative and transload facilities

 
4,455

 

 
4,455

Severance, retention and relocation
148

 
371

 
252

 
371

Abandonment of construction projects

 
256

 

 
256

Expiration of exclusivity agreement

 
30

 

 
30

Impairments and other expenses
$
148

 
$
23,718

 
$
33,997

 
$
23,718


20

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)


13. Condensed Consolidating Financial Information
The Partnership has filed a registration statement on Form S-3 to register, among other securities, debt securities. Each of the subsidiaries of the Partnership as of March 31, 2014 (other than Hi-Crush Finance Corp., whose sole purpose is to act as a co-issuer of any debt securities) was a 100% directly or indirectly owned subsidiary of the Partnership (the “guarantors”), will issue guarantees of the debt securities, if any of them issue guarantees, and such guarantees will be full and unconditional and will constitute the joint and several obligations of such guarantors. As of September 30, 2016, the guarantor subsidiaries consisted of those subsidiaries associated with the Wyeville facility and D & I Silica, LLC.
As of September 30, 2016, the Partnership had no assets or operations independent of its subsidiaries, and there were no significant restrictions upon the ability of the Partnership or any of its subsidiaries to obtain funds from its respective subsidiaries by dividend or loan. As of September 30, 2016, none of the assets of our subsidiaries represented restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.
For the purpose of the following financial information, the Partnership's investments in its subsidiaries are presented in accordance with the equity method of accounting. The operations, cash flows and financial position of the co-issuer are not material and therefore have been included with the parent's financial information.
Condensed consolidating financial information for the Partnership and its combined guarantor and combined non-guarantor subsidiaries is as follows for the dates and periods indicated.

21

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Balance Sheet
As of September 30, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
22,501

 
$
1,803

 
$
482

 
$

 
$
24,786

Accounts receivable, net

 
28,119

 
4,753

 

 
32,872

Intercompany receivables
76,213

 
146,915

 

 
(223,128
)
 

Inventories

 
22,403

 
13,251

 
(913
)
 
34,741

Prepaid expenses and other current assets
232

 
5,042

 
800

 

 
6,074

Total current assets
98,946

 
204,282


19,286

 
(224,041
)
 
98,473

Property, plant and equipment, net
9

 
167,839

 
243,441

 

 
411,289

Goodwill and intangible assets, net

 
10,518

 

 

 
10,518

Equity method investments

 

 
4,411

 

 
4,411

Investment in consolidated affiliates
395,033

 

 
224,250

 
(619,283
)
 

Other assets
1,011

 
6,278

 
722

 

 
8,011

Total assets
$
494,999

 
$
388,917


$
492,110

 
$
(843,324
)
 
$
532,702

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
182

 
$
10,968

 
$
5,984

 
$

 
$
17,134

Intercompany payables

 

 
223,128

 
(223,128
)
 

Accrued and other current liabilities
1,790

 
2,320

 
3,989

 

 
8,099

Due to sponsor
101

 
(717
)
 
816

 

 
200

Current portion of long-term debt
2,000

 
1,045

 

 

 
3,045

Total current liabilities
4,073

 
13,616


233,917

 
(223,128
)
 
28,478

Long-term debt
187,940

 
3,029

 

 

 
190,969

Asset retirement obligations

 
2,045

 
5,668

 

 
7,713

Other liabilities
5,000

 

 

 

 
5,000

Total liabilities
197,013

 
18,690


239,585

 
(223,128
)
 
232,160

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
297,986

 
370,227

 
249,969

 
(620,196
)
 
297,986

Non-controlling interest

 

 
2,556

 

 
2,556

Total equity and partners' capital
297,986

 
370,227


252,525

 
(620,196
)
 
300,542

Total liabilities, equity and partners' capital
$
494,999

 
$
388,917


$
492,110

 
$
(843,324
)
 
$
532,702



22

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Balance Sheet
As of December 31, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash
$
4,136

 
$
5,077

 
$
1,841

 
$

 
$
11,054

Accounts receivable, net

 
39,292

 
2,185

 

 
41,477

Intercompany receivables
47,951

 
160,108

 

 
(208,059
)
 

Inventories

 
19,180

 
9,159

 
(368
)
 
27,971

Prepaid expenses and other current assets
57

 
4,282

 
501

 

 
4,840

Total current assets
52,144

 
227,939

 
13,686

 
(208,427
)
 
85,342

Property, plant and equipment, net
14

 
164,500

 
228,998

 

 
393,512

Goodwill and intangible assets, net

 
45,524

 

 

 
45,524

Investment in consolidated affiliates
325,161

 

 
224,250

 
(549,411
)
 

Other assets
1,553

 
7,377

 
900

 

 
9,830

Total assets
$
378,872

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
534,208

Liabilities, Equity and Partners' Capital
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
56

 
$
9,941

 
$
14,240

 
$

 
$
24,237

Intercompany payables

 

 
208,059

 
(208,059
)
 

Accrued and other current liabilities
1,284

 
1,910

 
3,235

 

 
6,429

Due to sponsor
319

 
575

 
105,852

 

 
106,746

Current portion of long-term debt
2,000

 
1,258

 

 

 
3,258

Total current liabilities
3,659

 
13,684

 
331,386

 
(208,059
)
 
140,670

Long-term debt
241,117

 
5,666

 

 

 
246,783

Asset retirement obligations

 
1,935

 
5,131

 

 
7,066

Total liabilities
244,776

 
21,285

 
336,517

 
(208,059
)
 
394,519

Equity and partners' capital:
 
 
 
 
 
 
 
 
 
Partners' capital
134,096

 
424,055

 
125,724

 
(549,779
)
 
134,096

Non-controlling interest

 

 
5,593

 

 
5,593

Total equity and partners' capital
134,096

 
424,055

 
131,317

 
(549,779
)
 
139,689

Total liabilities, equity and partners' capital
$
378,872

 
$
445,340

 
$
467,834

 
$
(757,838
)
 
$
534,208



23

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Statements of Operations
For the Three Months Ended September 30, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
47,916

 
$
13,338

 
$
(14,698
)
 
$
46,556

Cost of goods sold (including depreciation, depletion and amortization)

 
50,233

 
10,708

 
(14,601
)
 
46,340

Gross profit (loss)

 
(2,317
)
 
2,630

 
(97
)
 
216

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
3,616

 
2,917

 
1,363

 

 
7,896

Impairments and other expenses

 
148

 

 

 
148

Accretion of asset retirement obligations

 
37

 
57

 

 
94

Income (loss) from operations
(3,616
)
 
(5,419
)
 
1,210

 
(97
)
 
(7,922
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Loss from consolidated affiliates
(4,313
)
 

 

 
4,313

 

Interest expense
(2,813
)
 
5

 
(37
)
 

 
(2,845
)
Net income (loss)
(10,742
)
 
(5,414
)
 
1,173

 
4,216

 
(10,767
)
Loss attributable to non-controlling interest

 

 
25

 

 
25

Net income (loss) attributable to Hi-Crush Partners LP
$
(10,742
)
 
$
(5,414
)
 
$
1,198

 
$
4,216

 
$
(10,742
)


Condensed Consolidating Statements of Operations
For the Three Months Ended September 30, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
76,194

 
$
10,475

 
$
(5,175
)
 
$
81,494

Cost of goods sold (including depreciation, depletion and amortization)

 
63,154

 
8,154

 
(4,908
)
 
66,400

Gross profit

 
13,040

 
2,321

 
(267
)
 
15,094

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
2,406

 
3,003

 
1,107

 

 
6,516

Impairments and other expenses

 
23,692

 
26

 

 
23,718

Accretion of asset retirement obligations

 
34

 
50

 

 
84

Income (loss) from operations
(2,406
)
 
(13,689
)
 
1,138

 
(267
)
 
(15,224
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Loss from consolidated affiliates
(13,019
)
 

 

 
13,019

 

Interest expense
(3,272
)
 
(37
)
 
(129
)
 

 
(3,438
)
Net income (loss)
(18,697
)
 
(13,726
)
 
1,009

 
12,752

 
(18,662
)
Income attributable to non-controlling interest

 

 
(35
)
 

 
(35
)
Net income (loss) attributable to Hi-Crush Partners LP
$
(18,697
)
 
$
(13,726
)
 
$
974

 
$
12,752

 
$
(18,697
)


24

HI-CRUSH PARTNERS LP
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per ton and per unit amounts, or where otherwise noted)

Condensed Consolidating Statements of Operations
For the Nine Months Ended September 30, 2016
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
147,045

 
$
22,026

 
$
(31,938
)
 
$
137,133

Cost of goods sold (including depreciation, depletion and amortization)

 
150,273

 
19,152

 
(31,393
)
 
138,032

Gross profit (loss)

 
(3,228
)
 
2,874

 
(545
)
 
(899
)
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
8,144

 
16,397

 
3,769

 

 
28,310

Impairments and other expenses

 
33,990

 
7

 

 
33,997

Accretion of asset retirement obligations

 
110

 
164

 

 
274

Loss from operations
(8,144
)
 
(53,725
)
 
(1,066
)
 
(545
)
 
(63,480
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Loss from consolidated affiliates
(55,699
)
 

 

 
55,699

 

Interest expense
(9,967
)
 
(103
)
 
(328
)
 

 
(10,398
)
Net loss
(73,810
)
 
(53,828
)
 
(1,394
)
 
55,154

 
(73,878
)
Loss attributable to non-controlling interest

 

 
68

 

 
68

Net loss attributable to Hi-Crush Partners LP
$
(73,810
)
 
$
(53,828
)
 
$
(1,326
)
 
$
55,154

 
$
(73,810
)


Condensed Consolidating Statements of Operations
For the Nine Months Ended September 30, 2015
 
Parent
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Consolidating Adjustments
 
Consolidated
Revenues
$

 
$
252,621

 
$
38,346

 
$
(23,404
)
 
$
267,563

Cost of goods sold (including depreciation, depletion and amortization)

 
197,125

 
26,229

 
(24,617
)
 
198,737

Gross profit

 
55,496

 
12,117

 
1,213

 
68,826

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
General and administrative expenses
7,261

 
8,807

 
3,879

 

 
19,947

Impairments and other expenses

 
23,692

 
26

 

 
23,718

Accretion of asset retirement obligations

 
102

 
149

 

 
251

Income (loss) from operations
(7,261
)
 
22,895

 
8,063

 
1,213

 
24,910

Other income (expense):
 
 
 
 
 
 
 
 
 
Earnings from consolidated affiliates
31,735

 

 

 
(31,735
)
 

Interest expense
(9,505
)