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8-K - 8-K - Emerge Energy Services LPer161231-q4.htm


Exhibit 99.1
 
Emerge Energy Services Announces Fourth Quarter 2016 Results
 
Fort Worth, Texas — February 27, 2017 — Emerge Energy Services LP (“Emerge Energy”) today announced fourth quarter 2016 financial and operating results.
 
Highlights 
Net loss of $(20.8) million and Adjusted EBITDA of $(10.6) million for the three months ended December 31, 2016.
Full quarter sales of 825,699 tons of sand.
Completed a public offering and received net proceeds of $36.9 million.

Overview
 
Emerge Energy reported net loss of $(20.8) million, or $(0.77) per diluted unit, for the three months ended December 31, 2016.  For that same period, Emerge Energy reported Adjusted EBITDA of $(10.6) million and Distributable Cash Flow of $(15.2) million.  Net loss, net loss per diluted unit and Adjusted EBITDA for the three months ended December 31, 2015, were $(9.9) million, $(0.41) per diluted unit and $3.9 million, respectively.  Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures that Emerge Energy uses to assess its performance on an ongoing basis.
The results of operations of the Fuel business have been classified as discontinued operations for all periods presented and we now operate our continuing business in a single sand segment. Net loss and net loss per diluted unit for continuing operations for the three months ended December 31, 2016 were $(20.7) million and $(0.77) per diluted unit, respectively, compared to net loss and net loss per diluted unit for continuing operations for the three months ended December 31, 2015 of $(9.8) million and $(0.41) per diluted unit, respectively.
In November 2016, we completed a public offering of 3,400,000 of our common units at a price of $10.00 per unit and granted the underwriters an option to purchase up to an additional 510,000 common units, which the underwriter exercised in full. The offering closed on November 23, 2016. We received proceeds (net of underwriting discounts and offering expenses) from the offering of approximately $36.9 million. The net proceeds from this offering were used to repay outstanding borrowings under our revolving credit agreement.
We will not make a cash distribution on our common units for the three months ended December 31, 2016 as we are restricted from making distributions to our common unitholders under our amended credit agreement and we did not generate available cash to distribute for the three months ended December 31, 2016.
“The recovery in the oil and gas markets gained momentum in the fourth quarter and has accelerated in the early parts of the first quarter,” said Ted W. Beneski, Chairman of the Board of Directors of the general partner of Emerge Energy.  “The fourth quarter was our first full quarter without the fuel business, so we are now a pure-play frac sand company. Our sand volumes increased by 68% sequentially to 825,699 tons, and our continuing operations Adjusted EBITDA improved by $0.3 million sequentially. Small price increases started to take effect near the end of the quarter, but we are now realizing significant upward pricing movements to start 2017. We further strengthened our balance sheet with a $36.9 million net equity raise, which lowered our bank loan balance to approximately $141 million at December 31, 2016, and we are now well positioned to take advantage of the current upswing in the North American shale markets as frac sand demand has rebounded significantly with higher drilling and completion activity.”

Conference Call
 
Emerge Energy will host its 2016 fourth quarter results conference call later today, Monday, February 27, 2017 at 2:00 p.m. CT. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing (855) 850-4275 or (720) 634-2898 and entering pass code 66364861.  An audio webcast of the call will be available at www.emergelp.com within the Investor Relations portion of the website under the Webcasts & Presentations section.  A replay will be available by audio webcast and teleconference for seven days following the conclusion of the call. The replay teleconference will be available by dialing (855) 859-2056 or (404) 537-3406 and the reservation number 66364861.
Operating Results
 
The following table summarizes Emerge Energy’s consolidated operating results for the three and twelve months ended December 31, 2016 and 2015 and three months ended September 30, 2016.

1



 
 
Three months ended
 
Twelve Months Ended December 31,
 
 
December 31, 2016
 
September 30, 2016
 
December 31, 2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
REVENUES
$
42,619

 
$
31,285

 
$
44,502

 
$
128,399

 
$
269,518

 
OPERATING EXPENSES


 
 

 


 
 

 
 

 
Cost of goods sold
51,263

 
40,500

 
38,988

 
173,907

 
209,161

 
Depreciation, depletion and amortization
4,662

 
4,687

 
4,478

 
19,126

 
17,897

 
Selling, general and administrative expenses
5,020

 
4,697

 
6,410

 
20,951

 
27,551

 
Contract and project terminations

 
(25
)
 
1,308

 
4,011

 
10,652

 
Total operating expenses
60,945

 
49,859

 
51,184

 
217,995

 
265,261

 
Operating income (loss)
(18,326
)
 
(18,574
)
 
(6,682
)
 
(89,596
)
 
4,257

 
OTHER EXPENSE (INCOME)


 
 

 


 
 
 
 

 
Interest expense, net
3,448

 
8,014

 
3,126

 
21,339

 
11,216

 
Other expense (income)
(885
)
 
3,359

 
(1
)
 
2,471

 
(34
)
 
Total other expense
2,563

 
11,373

 
3,125

 
23,810

 
11,182

 
Income (loss) before provision for income taxes
(20,889
)
 
(29,947
)
 
(9,807
)
 
(113,406
)
 
(6,925
)
 
Provision (benefit) for income taxes
(220
)
 
8

 
(28
)
 
(191
)
 
258

 
Net income (loss) from continuing operations
(20,669
)
 
(29,955
)
 
(9,779
)
 
(113,215
)
 
(7,183
)
 
Discontinued Operations


 


 


 
 
 
 
 
Income (loss) from discontinued operations, net of taxes
(106
)
 
3,373

 
(109
)
 
8,746

 
(2,228
)
 
Gain on sale of discontinued operations

 
31,699

 

 
31,699

 

 
Total income (loss) from discontinued operations, net of tax
(106
)
 
35,072

 
(109
)
 
40,445

 
(2,228
)
 
NET INCOME (LOSS)
$
(20,775
)
 
$
5,117

 
$
(9,888
)
 
$
(72,770
)
 
$
(9,411
)
 
ADJUSTED EBITDA (a) 
$
(10,648
)
 
$
(8,113
)
 
$
3,853

 
$
(37,354
)
 
$
50,704

 

(a) See section entitled “Adjusted EBITDA and Distributable Cash Flow” that includes a definition of Adjusted EBITDA and provides reconciliation to GAAP net income and cash flows.
 

2



Continuing operations
 
 
Three months ended
 
Twelve Months Ended December 31
 
 
December 31, 2016
 
September 30, 2016
 
December 31, 2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
REVENUES
$
42,619

 
$
31,285

 
$
44,502

 
$
128,399

 
$
269,518

 
OPERATING EXPENSES
 
 
 

 
 
 
 

 
 

 
Cost of goods sold
51,263

 
40,500

 
38,988

 
173,907

 
209,161

 
Depreciation, depletion and amortization
4,662

 
4,687

 
4,478

 
19,126

 
17,897

 
Selling, general and administrative expenses
5,020

 
4,697

 
6,410

 
20,951

 
27,551

 
Contract and project terminations

 
(25
)
 
1,308

 
4,011

 
10,652

 
Operating income (loss)
$
(18,326
)
 
$
(18,574
)
 
$
(6,682
)
 
$
(89,596
)
 
$
4,257

 
Net income (loss) from continuing operations
$
(20,669
)
 
$
(29,955
)
 
$
(9,779
)
 
$
(113,215
)
 
$
(7,183
)
 
Adjusted EBITDA (a)
$
(10,543
)
 
$
(10,872
)
 
$
665

 
$
(50,425
)
 
$
39,717

 
 
 
 
 
 
 
 
 
 
 
 
Volume of sand sold (tons in thousands)
826

 
493

 
581

 
2,157

 
3,392

 
 
 
 
 
 
 
 
 
 
 
 
Volume of sand produced (tons in thousands):
 
 
 
 
 
 
 
 
 
 
Arland, Wisconsin facility
165

 
21

 
165

 
186

 
1,064

 
Barron, Wisconsin facility
494

 
383

 
297

 
1,588

 
1,536

 
New Auburn, Wisconsin facility
162

 
10

 
43

 
352

 
604

 
Kosse, Texas facility
53

 
44

 
62

 
140

 
277

 
Total volume of sand produced
874

 
458

 
567

 
2,266

 
3,481

 

(a) See section entitled “Adjusted EBITDA and Distributable Cash Flow” that includes a definition of Adjusted EBITDA and provides reconciliation to GAAP net income and cash flows.
Net loss and Adjusted EBITDA from continuing operations improved in the fourth quarter compared to the third quarter of 2016. This improvement was due to an increase in total volumes sold and lower sand production costs on a per ton basis, offset by $1.1 million of expense incurred to pull approximately 1,000 railcars out of storage and a $1.0 million write-down of SandMaxX™ inventory in the fourth quarter of 2016. Our SandMaxX™ inventory included a batch of off-spec, early generation material that does not meet our standards of quality.
In addition, Net loss also improved in the fourth quarter of 2016 due to; a $3.3 million write-off of deferred financing costs in the third quarter of 2016 for total aggregate commitment reductions under the Credit Agreement; a $3.0 million charge to other expense for a non-cash mark-to-market adjustment on the warrant issued in August 2016; versus a $0.9 million mark up on the warrant in the fourth quarter of 2016.
Net loss and Adjusted EBITDA worsened for continuing operations for the fourth quarter of 2016, compared to same quarter in 2015 mainly due lower realized pricing for FOB plant sales and in-basin sales, and higher logistics costs.



3



Discontinued operations
 
 
Three months ended
 
Twelve Months Ended December 31
 
 
December 31, 2016
 
September 30, 2016
 
December 31, 2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
Revenues
$

 
$
67,095

 
$
86,004

 
$
249,558

 
$
442,121

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

 
63,481

 
81,809

 
233,025

 
426,664

 
Depreciation and amortization

 

 
2,638

 
2,354

 
10,544

 
Selling, general and administrative expenses
106

 
(211
)
 
1,234

 
3,687

 
5,568

 
Interest expense, net

 
444

 
402

 
1,727

 
1,338

 
Other

 

 
(1
)
 

 
(11
)
 
Income (loss) from discontinued operations before provision for income taxes
(106
)
 
3,381

 
(78
)
 
8,765

 
(1,982
)
 
Provision for income taxes

 
8

 
31

 
19

 
246

 
Income (loss) from discontinued operations, net of taxes
(106
)
 
3,373

 
(109
)
 
8,746

 
(2,228
)
 
Gain on sale of discontinued operations

 
31,699

 

 
31,699

 

 
Total income (loss) from discontinued operations, net of taxes
$
(106
)
 
$
35,072

 
$
(109
)
 
$
40,445

 
$
(2,228
)
 
Adjusted EBITDA (a)
$
(105
)
 
$
2,759

 
$
3,188

 
$
13,071

 
$
10,987

 
 
 
 
 
 
 
 
 
 
 
 
Volume of refined fuels sold (gallons in thousands)

 
41,651

 
55,768

 
165,422

 
240,132

 
Volume of terminal throughput (gallons in thousands)

 
24,963

 
16,038

 
82,387

 
123,180

 
Volume of transmix refined (gallons in thousands)

 
18,942

 
22,021

 
68,326

 
93,128

 
Refined transmix as a percent of total refined fuels sold

 
45.5
%
 
39.5
%
 
41.3
%
 
38.8
%
 

(a) See section entitled “Adjusted EBITDA and Distributable Cash Flow” that includes a definition of Adjusted EBITDA and provides reconciliation to GAAP net income and cash flows.
Discontinued operations comprises what we previously classified as our fuel segment along with certain allocated corporate costs such as interest, taxes and equity-based compensation. We closed the sale of the Fuel business on August 31, 2016, thus the quarter ended December 31, 2016 does not have any operations. We recognized a gain on the sale of the Fuel business of $31.7 million.
Capital Expenditures
 
For the three months ended December 31, 2016, Emerge Energy’s capital expenditures totaled $1.3 million.  This includes approximately $1.2 million of maintenance capital expenditures.
  
About Emerge Energy Services LP
 
Emerge Energy Services LP (NYSE: EMES) is a growth-oriented limited partnership engaged in the businesses of mining, producing, and distributing silica sand, a key input for the hydraulic fracturing of oil and natural gas wells.  Emerge Energy operates its sand business through its subsidiary Superior Silica Sands LLC. Emerge Energy also processed transmix, distributed refined motor fuels, operated bulk motor fuel storage terminals, and provided complementary fuel services through its fuel division which was sold on August 31, 2016.
 
Forward-Looking Statements
 
This release contains certain statements that are “forward-looking statements.” These statements can be identified by the use of forward-looking terminology including “may,” “believe,” “will,” “expect,” “anticipate,” or “estimate.” These forward-looking statements involve risks and uncertainties, and there can be no assurance that actual results will not differ materially from those expected by management of Emerge Energy Services LP.  When considering these forward-looking statements, you should keep

4



in mind the risk factors and other cautionary statements in Emerge Energy’s Annual Report on Form 10-K filed with the SEC. The risk factors and other factors noted in the Annual Report could cause actual results to differ materially from those contained in any forward-looking statement.  Except as required by law, Emerge Energy Services LP does not undertake any obligation to update or revise such forward-looking statements to reflect events or circumstances that occur after the date hereof.
 
PRESS CONTACT
 
Investor Relations
(817) 618-4020

5



EMERGE ENERGY SERVICES LP
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per unit data)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
 
REVENUES
$
42,619

 
$
44,502

 
$
128,399

 
$
269,518

 
OPERATING EXPENSES
 
 
 
 
 

 
 

 
Cost of goods sold
51,263

 
38,988

 
173,907

 
209,161

 
Depreciation, depletion and amortization
4,662

 
4,478

 
19,126

 
17,897

 
Selling, general and administrative expenses
5,020

 
6,410

 
20,951

 
27,551

 
Contract and project terminations

 
1,308

 
4,011

 
10,652

 
Total operating expenses
60,945

 
51,184

 
217,995

 
265,261

 
Operating income (loss)
(18,326
)
 
(6,682
)
 
(89,596
)
 
4,257

 
 
 
 
 
 
 
 
 
 
OTHER EXPENSE (INCOME)
 

 
 

 
 
 
 
 
Interest expense, net
3,448

 
3,126

 
21,339

 
11,216

 
Other expense (income)
(885
)
 
(1
)
 
2,471

 
(34
)
 
Total other expense
2,563

 
3,125

 
23,810

 
11,182

 
Income (loss) before provision for income taxes
(20,889
)
 
(9,807
)
 
(113,406
)
 
(6,925
)
 
Provision (benefit) for income taxes
(220
)
 
(28
)
 
(191
)
 
258

 
Net income (loss) from continuing operations
(20,669
)
 
(9,779
)
 
(113,215
)
 
(7,183
)
 
Discontinued Operations
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations, net of taxes
(106
)
 
(109
)
 
8,746

 
(2,228
)
 
Gain on sale of discontinued operations

 

 
31,699

 

 
Total income (loss) from discontinued operations, net of tax
(106
)
 
(109
)
 
40,445

 
(2,228
)
 
NET INCOME (LOSS)
$
(20,775
)
 
$
(9,888
)
 
$
(72,770
)
 
$
(9,411
)
 
 
 
 
 
 
 
 
 
 
Earnings (loss) per common unit
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Earnings (loss) per common unit from continuing operations
$
(0.77
)
 
$
(0.41
)
 
$
(4.55
)
 
$
(0.30
)
 
Earnings (loss) per common unit from discontinued operations

 

 
1.63

 
(0.09
)
 
Basic earnings (loss) per common unit
$
(0.77
)
 
$
(0.41
)
 
$
(2.92
)
 
$
(0.39
)
 
Diluted:
 
 
 
 
 
 
 
 
Earnings (loss) per common unit from continuing operations
$
(0.77
)
 
$
(0.41
)
 
$
(4.55
)
 
$
(0.30
)
 
Earnings (loss) per common unit from discontinued operations

 

 
1.63

 
(0.09
)
 
Diluted earnings (loss) per common unit
$
(0.77
)
 
$
(0.41
)
 
$
(2.92
)
 
$
(0.39
)
 
Weighted average number of common units outstanding including participating securities (basic)
27,055,160

 
24,119,972

 
24,870,258

 
23,973,850

 
Weighted average number of common units outstanding (diluted)
27,055,160

 
24,119,972

 
24,870,258

 
23,973,850

 


6



Adjusted EBITDA and Distributable Cash Flow
 
We calculate Adjusted EBITDA, a non-GAAP measure, in accordance with our current Credit Agreement as: net income (loss) plus consolidated interest expense (net of interest income), income tax expense, depreciation, depletion and amortization expense, non-cash charges and losses that are unusual or non-recurring less income tax benefits and gains that are unusual or non-recurring and other adjustments allowable under our existing credit agreement. We report Adjusted EBITDA to our lenders under our revolving credit facility in determining our compliance with certain financial covenants. Adjusted EBITDA should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Moreover, our Adjusted EBITDA as presented may not be comparable to similarly titled measures of other companies. The following tables reconcile net income (loss) to Adjusted EBITDA for the three months ended December 31, 2016, September 30, 2016 and December 31, 2015.
 
Three Months Ended December 31,
 
Three Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2016
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing
 
Discontinued
 
Consolidated (a)
 
Continuing
 
Discontinued
 
Consolidated (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
Net income (loss)
$
(20,669
)
 
$
(9,779
)
 
$
(106
)
 
$
(109
)
 
$
(20,775
)
 
$
(9,888
)
 
$
(29,955
)
 
$
35,072

 
$
5,117

 
Interest expense, net
3,448

 
3,126

 

 
402

 
3,448

 
3,528

 
8,014

 
444

 
8,458

 
Depreciation, depletion and amortization
4,662

 
4,478

 

 
2,638

 
4,662

 
7,116

 
4,687

 

 
4,687

 
Provision for income taxes
(220
)
 
(28
)
 

 
31

 
(220
)
 
3

 
8

 
8

 
16

 
EBITDA
(12,779
)
 
(2,203
)
 
(106
)
 
2,962

 
(12,885
)
 
759

 
(17,246
)
 
35,524

 
18,278

 
Equity-based compensation expense
251

 
(167
)
 

 
104

 
251

 
(63
)
 
235

 
97

 
332

 
Contract and project terminations

 
1,308

 

 

 

 
1,308

 
(25
)
 

 
(25
)
 
Provision for doubtful accounts
4

 
922

 

 
38

 
4

 
960

 
8

 
(543
)
 
(535
)
 
Accretion expense
30

 
30

 

 

 
30

 
30

 
30

 

 
30

 
Retirement of assets
350

 
36

 

 

 
350

 
36

 
209

 

 
209

 
Reduction in workforce

 
362

 

 

 

 
362

 

 
(679
)
 
(679
)
 
Other state and local taxes
389

 
377

 
1

 
84

 
390

 
461

 
483

 
59

 
542

 
Non-cash deferred lease expense
2,079

 

 

 

 
2,079

 

 
2,072

 

 
2,072

 
Unrealized loss (gain) on fair value of warrants
(885
)
 

 

 

 
(885
)
 

 
2,975

 

 
2,975

 
Non-capitalized cost of private placement
17

 

 

 

 
17

 

 
387

 

 
387

 
Gain on sale of discontinued operations, net of tax

 

 

 

 

 

 

 
(31,699
)
 
(31,699
)
 
Other adjustments allowable under our existing credit agreement
1

 

 

 

 
1

 

 

 

 

 
Adjusted EBITDA
$
(10,543
)
 
$
665

 
$
(105
)
 
$
3,188

 
$
(10,648
)
 
$
3,853

 
$
(10,872
)
 
$
2,759

 
$
(8,113
)
 


7



The following tables reconcile net income (loss) to Adjusted EBITDA for the twelve months ended December 31, 2016 and 2015.
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing
 
Discontinued
 
Consolidated (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
Net income (loss)
$
(113,215
)
 
$
(7,183
)
 
$
40,445

 
$
(2,228
)
 
$
(72,770
)
 
$
(9,411
)
 
Interest expense, net
21,339

 
11,216

 
1,727

 
1,338

 
23,066

 
12,554

 
Depreciation, depletion and amortization
19,126

 
17,897

 
2,354

 
10,544

 
21,480

 
28,441

 
Provision for income taxes
(191
)
 
258

 
19

 
246

 
(172
)
 
504

 
EBITDA
(72,941
)
 
22,188

 
44,545

 
9,900

 
(28,396
)
 
32,088

 
Equity-based compensation expense
388

 
2,935

 
331

 
597

 
719

 
3,532

 
Write-down of sand inventory
5,394

 

 
 
 

 
5,394

 

 
Contract and project terminations
4,011

 
10,652

 

 

 
4,011

 
10,652

 
Provision for doubtful accounts
1,684

 
1,391

 
(469
)
 
150

 
1,215

 
1,541

 
Accretion expense
119

 
110

 

 

 
119

 
110

 
Retirement of assets
559

 
138

 
67

 
8

 
626

 
146

 
Reduction in force
76

 
362

 

 

 
76

 
362

 
Other state and local taxes
1,824

 
1,941

 
296

 
332

 
2,120

 
2,273

 
Non-cash deferred lease expense
5,758

 

 

 

 
5,758

 

 
Unrealized loss on fair value of warrants
2,090

 

 

 

 
2,090

 

 
Non-capitalized cost of private placement
404

 

 

 

 
404

 

 
Gain on sale of discontinued operations, net of tax

 

 
(31,699
)
 

 
(31,699
)
 

 
Other adjustments allowable under our existing credit agreement
209

 

 

 

 
209

 

 
Adjusted EBITDA
$
(50,425
)
 
$
39,717

 
$
13,071

 
$
10,987

 
$
(37,354
)
 
$
50,704

 

(a) Consolidated numbers for Interest expense, net, Provision for income taxes, Depreciation, depletion and amortization, Equity-based compensation expense, Provision for doubtful accounts and Loss (gain) on disposal of assets include discontinued operations.

The following table reconciles Consolidated Adjusted EBITDA to our operating cash flows for the three months ended December 31, 2016, September 30, 2016 and December 31, 2015 and years ended December 31, 2016 and 2015:


8



 
Three Months Ended,
 
Year Ended December 31,
 
 
December 31, 2016
 
September 30, 2016
 
December 31, 2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
($ in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
$
(10,648
)
 
$
(8,113
)
 
$
3,853

 
$
(37,354
)
 
$
50,704

 
Non-cash interest expense, net
(3,001
)
 
(4,682
)
 
(4,094
)
 
(16,672
)
 
(11,729
)
 
Non-cash income tax expense
(170
)
 
(558
)
 
(464
)
 
(1,948
)
 
(2,777
)
 
Contract and project terminations - non-cash
(3
)
 
25

 
353

 
(3
)
 
(307
)
 
Reduction in workforce

 

 
(362
)
 
(76
)
 
(362
)
 
Write-down of sand inventory

 

 

 
(5,394
)
 

 
Other adjustments allowable under our existing credit agreement
(1
)
 

 

 
(209
)
 

 
Fuel division selling expenses

 
679

 

 

 

 
Cost to retire assets

 

 

 
9

 

 
Non-cash deferred lease expense
(2,079
)
 
(2,072
)
 

 
(5,758
)
 

 
Change in other operating assets and liabilities
(3,589
)
 
(82
)
 
5,476

 
20,079

 
11,796

 
Cash flows from operating activities:
$
(19,491
)
 
$
(14,803
)
 
$
4,762

 
$
(47,326
)
 
$
47,325

 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
$
(1,263
)
 
$
152,816

 
$
(10,946
)
 
$
140,541

 
$
(33,674
)
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
$
(20,753
)
 
$
(141,166
)
 
$
21,166

 
$
(114,081
)
 
$
343

 

We define Distributable Cash Flow generally as net income plus (i) non-cash net interest expense, (ii) depreciation, depletion and amortization expense, (iii) non-cash charges, and (iv) selected losses that are unusual or non-recurring; less (v) selected principal repayments, (vi) selected gains that are unusual or non-recurring, and (vii) maintenance capital expenditures. In addition, our Board of Directors utilizes reserves for future capital expenditures, compliance with law or debt agreements, and to provide funds for distributions to unitholders in respect to any one or more of the next four quarters. Distributable Cash Flow does not reflect changes in working capital balances. The following table (in thousands) reconciles net income to Distributable Cash Flow:
 
 
Three months ended December 31, 2016
 
 
 
 
 
Net income (loss)
 
$
(20,775
)
 
 
 
 
 
Add (less) reconciling items:
 
 
 
Add depreciation, depletion and amortization expense
 
4,662

 
Add non-cash deferred lease expense
 
2,079

 
Add amortization of deferred financing costs
 
678

 
Add loss on disposal of assets
 
350

 
Add equity-based compensation expense
 
251

 
Add accretion
 
30

 
Add provision for doubtful accounts
 
4

 
Less income taxes accrued, net of payments
 
(220
)
 
Less unrealized gain on fair value of interest rate swaps
 
(232
)
 
Less unrealized loss on fair value of warrants
 
(885
)
 
Less maintenance capital expenditures
 
(1,174
)
 
 
 
 
 
Distributable cash flow

$
(15,232
)
 


9