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EX-32.1 - EXHIBIT 32.1 - Southcross Energy Partners, L.P.a2018q110-qex321.htm
EX-31.2 - EXHIBIT 31.2 - Southcross Energy Partners, L.P.a2018q110-qex312.htm
EX-31.1 - EXHIBIT 31.1 - Southcross Energy Partners, L.P.a2018q110-qex311.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One) 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2018
 
OR 
o
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: 001-35719
 
Southcross Energy Partners, L.P.
(Exact name of registrant as specified in its charter) 
DELAWARE
 
45-5045230
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
1717 Main Street, Suite 5200
Dallas, TX
 
75201
(Address of principal executive offices)
 
(Zip Code)
 
(214) 979-3700
(Registrant’s telephone number, including area code) 
 
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer o
 
Accelerated filer o
 
 
 
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company x
 
 
 
Emerging Growth Company o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý 

As of May 7, 2018, the registrant has 48,636,517 common units outstanding, 12,213,713 subordinated units outstanding and 18,982,577 Class B Convertible Units outstanding. Our common units trade on the NYSE under the symbol “SXE.”



Commonly Used Terms
 
As generally used in the energy industry and in this Quarterly Report on Form 10-Q, the following terms have the following meanings:
 
/d: Per day

/gal: Per gallon
 
Bbls: Barrels
 
Condensate: Hydrocarbons that are produced from natural gas reservoirs but remain liquid at normal temperature and pressure

MMBtu: One million British thermal units

Mcf: One thousand cubic feet

MMcf: One million cubic feet
 
NGLs: Natural gas liquids, which consist primarily of ethane, propane, isobutane, normal butane, natural gasoline and stabilized condensate
 
Residue gas: Pipeline quality natural gas remaining after natural gas is processed and NGLs and other matters are removed
 
Rich gas: Natural gas that is high in NGL content
 
Throughput: The volume of natural gas and NGLs transported or passing through a pipeline, plant, terminal or other facility
 
Y-grade: Commingled mix of NGL components extracted via natural gas processing normally consisting of ethane, propane, isobutane, normal butane and natural gasoline

2


FORM 10-Q
TABLE OF CONTENTS
Southcross Energy Partners, L.P.
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3


PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
SOUTHCROSS ENERGY PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)
(Unaudited)
 
March 31, 2018
 
December 31, 2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
3,013

 
$
5,218

Trade accounts receivable
29,742

 
33,920

Accounts receivable - affiliates
30,507

 
33,163

Prepaid expenses
2,136

 
2,592

Other current assets
8,184

 
497

Total current assets
73,582

 
75,390

 
 
 
 
Property, plant and equipment, net
901,354

 
914,547

Investments in joint ventures
108,702

 
111,747

Other assets
2,571

 
2,519

Total assets
$
1,086,209

 
$
1,104,203

 
 
 
 
LIABILITIES AND PARTNERS' CAPITAL
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
45,845

 
$
57,782

Accounts payable - affiliates
959

 
378

Current portion of long-term debt
4,256

 
4,256

Other current liabilities
17,045

 
12,976

Total current liabilities
68,105

 
75,392

 
 
 
 
Long-term debt
517,792

 
514,266

Other non-current liabilities
17,524

 
14,979

Total liabilities
603,421

 
604,637

 
 
 
 
Commitments and contingencies (Note 6)
 
 
 
 
 
 
 
Partners' capital:
 
 
 
Common units (48,636,517 and 48,614,187 units outstanding as of March 31, 2018 and December 31, 2017, respectively)
204,662

 
215,146

Class B Convertible units (18,656,071 and 18,335,181 units issued and outstanding as of March 31, 2018 and December 31, 2017, respectively)
263,416

 
266,725

Subordinated units (12,213,713 units issued and outstanding as of March 31, 2018 and December 31, 2017, respectively)
5,655

 
8,302

General partner interest
9,055

 
9,393

Total partners' capital
482,788

 
499,566

Total liabilities and partners' capital
$
1,086,209

 
$
1,104,203

 
See accompanying notes.

4


SOUTHCROSS ENERGY PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)
(Unaudited)
 
 
Three Months Ended March 31,
 
2018

2017
Revenues:
 
 
 
Revenues
$
103,861

 
$
114,387

Revenues - affiliates
52,769

 
40,771

Total revenues (Note 10)
156,630

 
155,158

 
 
 
 
Expenses:
 
 
 
Cost of natural gas and liquids sold
123,517

 
118,691

Operations and maintenance
13,973

 
14,306

Depreciation and amortization
17,856

 
17,850

General and administrative
4,975

 
8,196

Impairment of assets

 
649

Gain on sale of assets

 
(62
)
Total expenses
160,321

 
159,630

 
 
 
 
Loss from operations
(3,691
)
 
(4,472
)
Other income (expense):


 


Equity in losses of joint venture investments
(3,136
)
 
(3,316
)
Interest expense
(10,010
)
 
(9,103
)
Gain on insurance proceeds


1,508

Total other expense
(13,146
)
 
(10,911
)
Net loss
$
(16,837
)
 
$
(15,383
)
General partner unit in-kind distribution
(11
)
 
(8
)
Net loss attributable to partners
$
(16,848
)
 
$
(15,391
)
 
 
 
 
Earnings per unit
 
 
 
Net loss allocated to limited partner common units
$
(10,112
)
 
$
(9,380
)
Weighted average number of limited partner common units outstanding
48,627
 
48,522
Basic and diluted loss per common unit
$
(0.21
)
 
$
(0.19
)
 
 
 
 
Net loss allocated to limited partner subordinated units
$
(2,539
)
 
$
(2,360
)
Weighted average number of limited partner subordinated units outstanding
12,214

 
12,214

Basic and diluted loss per subordinated unit
$
(0.21
)
 
$
(0.19
)
 
See accompanying notes.

5


SOUTHCROSS ENERGY PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) 
 
Three Months Ended March 31,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net loss
$
(16,837
)
 
$
(15,383
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

Depreciation and amortization
17,856

 
17,850

Unit-based compensation
65

 
257

Amortization of deferred financing costs, original issuance discount and PIK interest
1,275

 
951

Gain on sale of assets

 
(62
)
Unrealized gain on financial instruments
(5
)
 
(17
)
Equity in losses of joint venture investments
3,136

 
3,316

Impairment of assets

 
649

Gain on insurance proceeds

 
(1,508
)
Other, net
(63
)
 
(285
)
Changes in operating assets and liabilities:


 


Trade accounts receivable, including affiliates
6,836

 
11,257

Prepaid expenses and other current assets
(7,225
)
 
(630
)
Other non-current assets
(65
)
 
61

Accounts payable and accrued expenses, including affiliates
(11,274
)
 
(12,099
)
Other liabilities
5,386

 
(4,167
)
Net cash provided by (used in) operating activities
(915
)
 
190

Cash flows from investing activities:


 


Capital expenditures
(3,423
)
 
(7,553
)
Aid in construction receipts
108

 
505

Insurance proceeds from property damage claims, net of expenditures

 
2,000

Net proceeds from sales of assets

 
143

Investment contributions to joint venture investments
(91
)
 
(168
)
Net cash used in investing activities
(3,406
)
 
(5,073
)
Cash flows from financing activities:


 


Borrowings under our senior unsecured note
15,000

 

Repayments under our credit facility
(11,431
)
 
(9,500
)
Repayments under our term loan agreement
(1,064
)
 
(2,161
)
Payments on capital lease obligations
(126
)
 
(122
)
Financing costs
(255
)
 
(74
)
Tax withholdings on unit-based compensation vested units
(8
)
 
(45
)
Net cash provided by (used in) financing activities
2,116

 
(11,902
)
 
 
 
 
Net decrease in cash and cash equivalents
(2,205
)
 
(16,785
)
Cash and cash equivalents — Beginning of period
5,218

 
21,226

Cash and cash equivalents — End of period
$
3,013

 
$
4,441


See accompanying notes.

6


SOUTHCROSS ENERGY PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(In thousands)
(Unaudited)
 

Partners' Capital
 
 

Limited Partners


 
 

Common

Class B Convertible
 
Subordinated

General Partner
 
Total
BALANCE - December 31, 2017
$
215,146

 
$
266,725

 
$
8,302

 
$
9,393

 
$
499,566

Net loss
(10,112
)
 
(3,849
)
 
(2,539
)
 
(337
)
 
(16,837
)
Unit-based compensation on long-term incentive plan
65

 

 

 

 
65

Tax withholdings on unit-based compensation vested units
(8
)
 

 

 

 
(8
)
Contributions from general partner

 

 

 
2

 
2

General partner unit in-kind distribution
(7
)
 
(2
)
 
(2
)
 
11

 

Class B Convertible unit in-kind distribution
(422
)
 
542

 
(106
)
 
(14
)
 

BALANCE - March 31, 2018
$
204,662

 
$
263,416

 
$
5,655

 
$
9,055

 
$
482,788

 
Partners' Capital
 
 
Limited Partners
 
 
 
 
 
Common
 
Class B Convertible
 
Subordinated
 
General Partner
 
Total
BALANCE - December 31, 2016
$
255,124

 
$
278,508

 
$
19,240

 
$
10,757

 
$
563,629

Net loss
(9,380
)
 
(3,335
)
 
(2,360
)
 
(308
)
 
(15,383
)
Unit-based compensation on long-term incentive plan
257

 

 

 

 
257

Tax withholdings on unit-based compensation vested units
(45
)
 

 

 

 
(45
)
Retention bonuses funded by Holdings
2,190

 

 

 

 
2,190

General partner unit in-kind distribution
(5
)
 
(2
)
 
(1
)
 
8

 

Class B Convertible unit in-kind distribution
(315
)
 
404

 
(79
)
 
(10
)
 


BALANCE - March 31, 2017
$
247,826

 
$
275,575

 
$
16,800

 
$
10,447

 
$
550,648



See accompanying notes.

7


SOUTHCROSS ENERGY PARTNERS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Organization
 
Southcross Energy Partners, L.P. (the "Partnership," "Southcross," "we," "our" or "us") is a Delaware limited partnership formed in April 2012. Our common units are listed on the New York Stock Exchange under the symbol “SXE.” We are a master limited partnership, headquartered in Dallas, Texas, that provides natural gas gathering, processing, treating, compression and transportation services and access to NGL fractionation and transportation services. We also source, purchase, transport and sell natural gas and NGLs. Our assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation facility, one treating facility and gathering and transportation pipelines.

Southcross Holdings LP, a Delaware limited partnership (“Holdings”), indirectly owns 100% of Southcross Energy Partners GP, LLC, a Delaware limited liability company and our General Partner (“General Partner”) (and therefore controls us), all of our subordinated and Class B convertible units and 54.5% of our common units. Our General Partner owns an approximate 2.0% interest in us and all of our incentive distribution rights. EIG Global Energy Partners, LLC (“EIG”) and Tailwater Capital LLC (“Tailwater”) (collectively, the “Sponsors”) each indirectly own approximately one-third of Holdings, and a group of consolidated lenders under Holdings' term loan (the "Lenders") own the remaining one-third of Holdings.

The AMID Transactions
Contribution Agreement. On October 31, 2017, we and our General Partner entered into an Agreement and Plan of Merger (“Merger Agreement”) with American Midstream Partners, LP (“AMID”), American Midstream GP, LLC, the general partner of AMID (“AMID GP”), and a wholly-owned subsidiary of AMID (“Merger Sub”). The Merger Agreement provides that we will be merged with Merger Sub (the “Merger”), with the Partnership surviving the merger as a wholly-owned subsidiary of AMID.
Simultaneously with the execution of the Merger Agreement, on October 31, 2017, AMID and AMID GP entered into a Contribution Agreement (the “Contribution Agreement”) with Holdings. Upon the terms and subject to the conditions set forth in the Contribution Agreement, Holdings will contribute its equity interests in a new wholly-owned subsidiary, which will hold substantially all the current subsidiaries (Southcross Holdings Intermediary LLC, a Delaware limited liability company, Southcross Holdings Guarantor GP LLC, a Delaware limited liability company, and Southcross Holdings Guarantor LP, a Delaware limited partnership, which in turn directly or indirectly own 100% of the limited liability company interest of our General Partner and 54.5% of the Partnership’s common units) and business of Holdings, to AMID and AMID GP in exchange for (i) the number of common units representing limited partner interests in AMID (each an “AMID Common Unit”) equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement, divided by $13.69, (ii) 4.5 million million new Series E convertible preferred units of AMID (the “AMID Preferred Units”), (iii) options to acquire 4.5 million AMID Common Units (the “Options”), and (iv) 15% of the equity interest in AMID GP (the transactions contemplated thereby and the agreements ancillary thereto, the “Contribution” and, together with the Merger, the “Transaction”).
The Contribution Agreement contains customary representations and warranties and covenants by each of the parties. Holdings has also undertaken several additional obligations under the Contribution Agreement with respect to the Partnership and our subsidiaries. These include, without limitation, Holdings’ indemnification of AMID for certain obligations with respect to breaches of representations and warranties regarding the Partnership and our subsidiaries. In addition, Holdings is indemnifying AMID for certain contingent liabilities of the Partnership and our subsidiaries, including several ongoing litigation matters. A portion of the consideration, including approximately $25 million of the AMID Common Units to be received by Holdings will be deposited into escrow in order to secure the potential indemnification obligations until the longer of the end of 12 months from the closing of the Contribution Agreement, May 31, 2019 or the final resolution of the Special Indemnity Matters (as defined in the Contribution Agreement). In addition, all of the AMID Common Units, AMID Preferred Units and the Options received by Holdings as consideration under the Contribution Agreement will be subject to a lock-up agreement whereby such securities will be locked up until the longer of 12 months (with respect to the AMID Common Units) and 24 months (with respect to the AMID Preferred Units and Options) and, together with the AMID GP equity interests, the final resolutions of the Special Indemnity Matters (as defined in the Contribution Agreement). Further, during this time, cash distributions made by AMID or AMID GP to Holdings will be restricted, must remain within Holdings, and will be subject to recapture by AMID. The closing under the Contribution Agreement is conditioned upon, among other things: (i) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended

8


(the”HSR Act”), which was received on December 8, 2017, (ii) the absence of certain legal impediments prohibiting the transactions and (iii) with respect to AMID’s obligation to close only, the conditions precedent contained in the Merger Agreement having been satisfied and the Merger having become effective substantially concurrently with the closing of the Contribution Agreement.

The Contribution Agreement contains provisions granting both parties the right to terminate the Contribution Agreement for certain reasons. The Contribution Agreement further provides that, upon termination by Holdings of the Contribution Agreement in the event of a Funding Failure (as defined in the Contribution Agreement), AMID may be required to pay a reverse termination fee in an amount up to $17 million.

Merger Agreement. On October 31, 2017, we and our General Partner entered into the Merger Agreement with AMID and AMID GP. At the effective time of the Merger, each common unit of the Partnership issued and outstanding or deemed issued and outstanding as of immediately prior to the effective time, will be converted into the right to receive 0.160 (the “Exchange Ratio”) of an AMID Common Unit, except for those common units held by affiliates of the Partnership and our General Partner, which will be cancelled for no consideration. Each of our common units, subordinated units and Class B Convertible Units held by Holdings, or any of its subsidiaries, issued and outstanding as of the effective time, will be canceled for no consideration in connection with the closing of the Merger. The incentive distributions rights held by our General Partner outstanding immediately prior to the effective time will be cancelled for no consideration in connection with the closing of the Merger.

Completion of the Merger is subject to the satisfaction of customary closing conditions, including (i) receipt of required regulatory approvals in connection with the Merger, including the expiration or termination of any applicable waiting period under the HSR Act and effectiveness of a registration statement on Form S-4 registering the AMID Common Units to be issued in connection with the Merger, (ii) the absence of certain legal impediments prohibiting the Merger Agreement and the transactions contemplated thereby, (iii) the closing of the Contribution in accordance with the terms of the Contribution Agreement and (iv) holders of at least a majority of our outstanding common units that are not held by our General Partner or its affiliates, holders of at least a majority of the outstanding subordinated units, voting as a class, and holders of at least a majority of the Class B Convertible Units, voting as a class, for the approval of the Merger Agreement and the transactions contemplated thereby.

The Merger Agreement contains customary termination rights for both the Partnership and AMID. The Merger Agreement further provides that, upon termination of the Merger Agreement, under certain specified circumstances, the Partnership may be required to reimburse AMID’s expenses, subject to certain limitations, up to $0.5 million (“AMID Expenses”) or to pay AMID a termination fee of $2.0 million less any previous AMID expenses reimbursed by the Partnership (the “Termination Fee”).

Letter Agreement. In connection with the Merger Agreement and Contribution Agreement, Holdings and the Partnership entered into a Letter Agreement (the “Letter Agreement”) providing that Holdings will reimburse the Partnership for all fees or expenses of the Partnership in connection with the Merger Agreement including (i) any fees or expenses of counsel, accountants, investment bankers and consultants retained by the Partnership or the conflicts committee of the Partnership, and (ii) the payment of any Termination Fee or the reimbursement of any AMID Expense, in each case, if the Merger has not closed and (a) the Merger Agreement is terminated because the Contribution Agreement has been terminated under certain specified circumstances or (b) the Merger Agreement is terminated without the prior approval of the conflicts committee of the Partnership under certain specified circumstances.

On November 28, 2017, AMID and the Partnership filed Notification and Report Forms with the Antitrust Division of the Department of Justice and the Federal Trade Commission. On December 8, 2017, AMID and the Partnership received early termination of the applicable waiting period under the HSR Act.

On January 11, 2018, AMID filed with the Securities Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (file no. 333-222501) that includes a Proxy Statement of the Partnership and a Prospectus of AMID (the “Proxy Statement”). The S-4 was declared effective by the SEC on February 12, 2018, and the Proxy Statement was mailed to unitholders of the Partnership on or about February 14, 2018.

On March 27, 2018, the Partnership held a special meeting of its unitholders (the “Special Meeting”) to consider and vote on proposals (i) to adopt and approve the Merger Agreement, and the transactions contemplated thereby, including the Merger, and (ii) to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executives officers of our General Partner in connection with the Merger. At the Special Meeting, our unitholders approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and approved the Merger related executive compensation.

9



Liquidity Consideration
Our future cash flow will be materially adversely affected if the prices for natural gas, NGL and crude oil continue to affect the drilling for oil or natural gas in our primary operating area, the Eagle Ford Shale. The majority of our revenue is derived from fixed-fee and fixed-spread contracts, which have limited direct exposure to commodity price levels since we are paid based on the volumes of natural gas that we gather, process, treat, compress and transport and the volumes of NGLs we fractionate and transport, rather than being paid based on the value of the underlying natural gas or NGLs. In addition, a portion of our contract portfolio contains minimum volume commitment arrangements. The majority of our volumes are dependent upon the level of producer drilling activity. We remain focused on our efforts to improve future liquidity, and continue our cost-saving efforts to lower our operating and general and administrative cost structure. Additionally, we have explored various strategic options resulting in the execution of the Merger Agreement and Contribution Agreement.

On December 29, 2016, we entered into the fifth amendment (the “Fifth Amendment”) to the Third Amended and Restated Revolving Credit Agreement with Wells Fargo, N.A., UBS Securities LLC, Barclays Bank PLC and a syndicate of lenders (the "Third A&R Revolving Credit Agreement"), pursuant to which, (i) the total aggregate commitments under the Third A&R Revolving Credit Agreement were reduced from $200 million to $125 million (then further reduced to $120 million on June 30, 2018) and the sublimit for letters of credit also was reduced from $75 million to $50 million (total aggregate commitments will be periodically further reduced through December 31, 2018); (ii) the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio (each as defined in the Fifth Amendment) financial covenants were suspended until the quarter ending March 31, 2019; and (iii) the Consolidated Interest Coverage Ratio (as defined in the Fifth Amendment) financial covenant requirement was reduced from 2.50 to 1.00 to 1.50 to 1.00 for all periods ending on or prior to December 31, 2018 (the “Ratio Compliance Date”). Prior to the Ratio Compliance Date, we are required to maintain minimum levels of Consolidated EBITDA (as defined in the Fifth Amendment) on a quarterly basis and are subject to certain covenants and restrictions related to liquidity and capital expenditures. See Note 5.

In connection with the execution of the Fifth Amendment, on December 29, 2016, the Partnership entered into (i) an Investment Agreement (the "Investment Agreement") with Holdings and Wells Fargo Bank, N.A., (ii) a Backstop Agreement (the "Backstop Agreement") with Holdings, Wells Fargo Bank, N.A. and the Sponsors and (iii) a First Amendment to Equity Cure Contribution Agreement (the "Equity Cure Contribution Amendment") with Holdings. Pursuant to the Equity Cure Contribution Amendment, on December 29, 2016, Holdings contributed $17.0 million to us in exchange for 11,486,486 common units. The proceeds of the $17.0 million contribution were used to pay down the outstanding balance under the Third A&R Revolving Credit Agreement and for general corporate purposes. In addition, on January 2, 2018, we notified Holdings that a Full Investment Trigger (as defined in the Investment Agreement) occurred on December 31, 2017. Pursuant to the Backstop Agreement, on January 2, 2018, Holdings delivered a Backstop Demand (as defined in the Investment Agreement) for each Sponsor to fund their respective pro rata portions of the Sponsor Shortfall Amount (as defined in the Investment Agreement) of $15.0 million in accordance with the Backstop Agreement. As consideration for the amount provided directly to us by the Sponsors pursuant to the Backstop Agreement, we issued to the Sponsors senior unsecured notes of the Partnership in an aggregate principal amount of $15.0 million (each, an "Investment Note" and collectively, the “Investment Notes”). The Investment Notes mature on November 5, 2019 and bear interest at a rate of 12.5% per annum. Interest on the Investment Notes shall be paid in kind (other than with respect to interest payable (i) on or after the maturity date, (ii) in connection with prepayment, or (iii) upon acceleration of the Investment Note, which shall be payable in cash); provided that all interest shall be payable in cash on or after December 31, 2018. The Investment Notes are the unsecured obligation of the Partnership subordinate in right of payment to any of our secured obligations under the Third A&R Revolving Credit Agreement.

We continue to face a challenging corporate capital structure with substantial financial leverage and we remain focused on our overall profitability, including managing Partnership-wide, cost-savings initiatives.

During management's ongoing assessment of the Partnership's financial forecast, the board of directors of Southcross Holdings GP, LLC (the “Holdings GP Board”) and the board of directors of our General Partner (the “SXE GP Board”), together with our management, determined that in our current corporate capital structure and absent continued access to equity cures from our Sponsors or a significant equity infusion from a third party, which the Partnership may not be able to obtain, or absent additional amendments to its Third A&R Revolving Credit Agreement or waivers of the March 31, 2019 requirement to comply with the Consolidated Total Leverage Ratio (as defined in the Fifth Amendment), the Partnership will not be able to comply with such financial covenant, which will trigger an event of default under the Senior Credit Facilities (as defined in Note 5). As a result of the Partnership’s expected inability to comply with its financial covenants twelve months from the issuance of this Form 10-Q, management has determined that there are conditions and events that raise substantial doubt about the Partnership’s ability to continue as a going concern.


10


If the Partnership's independent registered public accounting firm reports in a subsequent audit report the existence of substantial doubt regarding the Partnership's ability to continue as a going concern, this would lead to an event of default under the Senior Credit Facilities which, in turn, would trigger a cross default of Southcross Holdings Borrowers’ credit facilities. Such events of default, if not cured, would allow the lenders under each of these borrowing arrangements to accelerate the maturity of the debt, making it due and payable immediately.

On October 31, 2017, we and our General Partner entered into the Merger Agreement, which provides that we will be merged with Merger Sub with the Partnership surviving the Merger as a wholly-owned subsidiary of AMID.
 
As a condition to the closing of the Merger, AMID is required to repay all of the outstanding debt of the Partnership and Holdings. Upon completion of the Merger and the payoff of such debt, the conditions and events that have caused the existence of substantial doubt described above will be eliminated. Should the Merger Agreement not close, management plans to pursue all available options to generate liquidity and maintain compliance with the Partnership’s financial covenants and other commitments including refinancing its indebtedness and negotiating with its lenders for more favorable terms. Management cannot reasonably assure that it will be effective in implementing any such strategy, and consequently, has concluded that substantial doubt exists regarding SXE’s ability to continue as a going concern.
 
Basis of Presentation
 
We prepared this report under the rules and regulations of the SEC and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Accordingly, these condensed consolidated financial statements do not include all of the disclosures required by GAAP and should be read in conjunction with our 2017 Annual Report on Form 10-K (“2017 Annual Report on Form 10-K”). The condensed consolidated financial statements as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017, are unaudited and have been prepared on the same basis as the audited financial statements included in our 2017 Annual Report on Form 10-K. However, on January 1, 2018, the Partnership adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), using the modified retrospective method. Accordingly, our condensed consolidated financial statements for the three months ended March 31, 2018 have been prepared in accordance with the updated accounting principles under the new standard. Adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations and financial position have been included herein. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements were prepared in conformity with GAAP, which requires management to make various estimates and assumptions that may affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from those estimates. Information for interim periods may not be indicative of our operating results for the entire year.
 
We evaluate events that occur after the balance sheet date, but before the financial statements are issued, for potential recognition or disclosure. Based on the evaluation, we determined that there were no material subsequent events for recognition or disclosure other than those disclosed in this report. See Note 13.

The condensed consolidated statement of cash flows for the three months ended March 31, 2017, has been reclassified for consistency with the current period presentation for aid-in-construction payment receipts. Beginning in the second quarter of 2017, and continuing throughout the rest of 2017, we reclassified payments for aid-in-construction projects to a separate line item. Previously, such payments were included in the capital expenditures line item. Aid-in-construction projects refer to certain capital projects in which third parties are obligated to reimburse us for all or a portion of the project expenditures.
Segments
Our chief operating decision-maker is the Chief Executive Officer who reviews financial information presented on a consolidated basis in order to assess our performance and make decisions about resource allocations. There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we have one reportable segment.

11



Significant Accounting Policies
 
During the three months ended March 31, 2018, the Partnership adopted ASC 606. As a result, there was a change to our significant accounting policies described in Note 1 of our 2017 Annual Report on Form 10-K, as described below.

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law and made significant changes to the U.S. Internal Revenue Code. Such changes include a reduction in the corporate and individual tax rates and limitations on certain deductions and credits, among other changes. This will not have a material impact to our ongoing business operations.

Adopted Accounting Pronouncements 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASC 606, which is a comprehensive new revenue recognition standard that superseded substantially all existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers and in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Since 2014, the FASB has issued a series of accounting pronouncements that update the identifying performance obligations and licensing implementation guidance. The Partnership implemented ASC 606 effective on January 1, 2018, applying ASC 606 to customer contracts which were not completed as of the effective date, using the modified retrospective method of adoption. As a result, we anticipate the timing of our revenue to remain the same with respect to the majority of our contracts.

Under the new standard, we identified certain natural gas purchase contracts that contained fees which were previously recognized as revenue for services provided to producers. Beginning on January 1, 2018, the fee revenue which previously was presented within revenue is now presented within the costs of natural gas and liquids sold line item within the condensed consolidated statement of operations. We also have certain natural gas sales contracts with customers whereby the customers provide certain aid-in-construction capital expenditure payments to us to construct pipelines on our operating assets which we own and operate. We previously accounted for these arrangements as a reduction to property, plant and equipment. Under the new standard, we reclassified these payments as deferred revenue on our condensed consolidated balance sheets at January 1, 2018, which resulted in a $2.7 million cumulative effect of accounting change being recorded to increase property, plant and equipment. The deferred revenue will be amortized over five years, the expected length of the contract.

Recent Accounting Pronouncements 
Accounting standard-setting organizations frequently issue new or revised accounting pronouncements. We review and evaluate new pronouncements and existing pronouncements to determine their impact, if any, on our condensed consolidated financial statements. We are evaluating the impact of each pronouncement on our condensed consolidated financial statements.
In February 2016, the FASB issued a pronouncement amending disclosure and presentation requirements for lessees and lessors on the face of the balance sheet. The pronouncement states that a lessee should recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. In January 2018, the FASB issued an updated accounting pronouncement which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expired before the entity’s adoption of the new leasing standard and that were not previously accounted for as leases. The lease pronouncement will become effective beginning in 2019.



12


2. NET LOSS PER LIMITED PARTNER UNIT AND DISTRIBUTIONS
 
Net Loss Per Limited Partner Unit
 
The following is a reconciliation of net loss attributable to limited partners and the limited partner units used in the basic and diluted earnings per unit calculations for the three months ended March 31, 2018 and 2017 (in thousands, except unit and per unit data): 
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Net loss
 
$
(16,837
)
 
$
(15,383
)
General partner unit in-kind distribution
 
(11
)
 
(8
)
Net loss attributable to partners
 
$
(16,848
)
 
$
(15,391
)
 
 
 
 
 
General partner's interest(1)
 
$
(348
)
 
$
(316
)
Class B Convertible limited partner interest(1)
 
(3,849
)
 
(3,335
)
Limited partners' interest(1)
 
 
 
 
    Common
 
$
(10,112
)
 
$
(9,380
)
    Subordinated
 
(2,539
)
 
(2,360
)

(1)
General Partner's and limited partners’ interests are calculated based on the allocation of net losses for the period, net of the General Partner unit in-kind distributions. The Class B Convertible Unit interest is calculated based on the allocation of only net losses for the period.
 
 
Three Months Ended March 31,
Common Units
 
2018
 
2017
Interest in net loss
 
$
(10,112
)
 
$
(9,380
)
Effect of dilutive units - numerator (1)
 

 

    Dilutive interest in net loss
 
$
(10,112
)
 
$
(9,380
)
 
 
 
 
 
Weighted-average units - basic
 
48,626,521

 
48,521,512

Effect of dilutive units - denominator (1)
 

 

    Weighted-average units - dilutive
 
48,626,521

 
48,521,512

 
 
 
 
 
Basic and diluted net loss per common unit
 
$
(0.21
)
 
$
(0.19
)

13


 
 
Three Months Ended March 31,
Subordinated Units
 
2018
 
2017
Interest in net loss
 
$
(2,539
)
 
$
(2,360
)
Effect of dilutive units - numerator(1)
 

 

    Dilutive interest in net loss
 
$
(2,539
)
 
$
(2,360
)
 
 
 
 
 
Weighted-average units - basic
 
12,213,713

 
12,213,713

Effect of dilutive units - denominator(1)
 

 

    Weighted-average units - dilutive
 
12,213,713

 
12,213,713

 
 
 
 
 
Basic and diluted net loss per subordinated unit
 
$
(0.21
)
 
$
(0.19
)

(1)
Because we had a net loss for all periods for common units and the subordinated units, the effect of the dilutive units would be anti-dilutive to the per unit calculation. Therefore, the weighted average units outstanding are the same for basic and dilutive net loss per unit for those periods. The weighted average units that were not included in the computation of diluted per unit amounts were 215,878 and 89,089 unvested awards granted under the LTIP for the three months ended March 31, 2018 and 2017, respectively.

Our calculation of the number of weighted-average units outstanding includes the common units that have been awarded to our directors that are deferred under our Non-Employee Director Deferred Compensation Plan (the “Plan”). In connection with the execution of the Merger Agreement, the board of directors of our General Partner approved an amendment (the “Amendment”) to the Plan. In connection with and pursuant to the terms of the Merger Agreement, the Partnership is required to terminate the Plan and liquidate the sole participant’s account within 30 days prior to the closing of the Merger. The Amendment terminates the Plan effective as of one business day prior to the closing of the Merger and provides that the participant’s account will be liquidated and paid to the participant or his beneficiary, if applicable, in the form of a lump sum cash payment as soon as practical following the effective time of the Merger. The Amendment will be null and void in the event that the closing of the Merger does not occur.

Cash Distributions

Our agreement of limited partnership (as amended and restated, the “Partnership Agreement”), requires that within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date, as determined by our General Partner. There is no guarantee that we will pay the minimum quarterly distribution on our units in any quarter. Beginning with the third quarter of 2014, until such time that we have a distributable cash flow divided by cash distributions ratio (“Distributable Cash Flow Ratio”) of at least 1.0, Holdings, the indirect holder of all of our subordinated units, waived the right to receive distributions on any subordinated units that would cause the Distributable Cash Flow Ratio to be less than 1.0. More importantly, the First Amendment (as defined in Note 5) imposed additional restrictions on our ability to declare and pay quarterly cash distributions with respect to our subordinated units. Additionally, we are restricted under the Fifth Amendment from paying a distribution with respect to our common units until our Consolidated Total Leverage Ratio is below 5.0. See Note 5.

The SXE GP Board suspended paying a quarterly distribution with respect to the fourth quarter of 2015, every quarter of 2016 and 2017 and the first quarter of 2018 to conserve any excess cash for the operation of our business. The SXE GP Board and our management believe this suspension to be in the best interest of our unitholders and will continue to evaluate our ability to reinstate the distribution in future periods. More importantly, we are restricted under the terms of the Fifth Amendment from paying a distribution until our Consolidated Total Leverage Ratio is below 5.0 and we are also restricted from paying such distribution under the terms of the Merger Agreement.

Paid In-Kind Distributions

Class B Convertible Units. As of March 31, 2018, the Class B Convertible Units consisted of 18,656,071 of such units including the additional Class B Convertible Units issued in-kind as a distribution (“Class B PIK Units”). The Class B Convertible Units are not participating securities for purposes of the earnings per unit calculation. Commencing with the quarter ended September 30, 2014 and until converted, as long as certain requirements are met, the holders of the Class B Convertible Units will receive quarterly distributions in an amount equal to $0.3257 per unit. These distributions will be paid quarterly in Class B PIK Units within 45 days after the end of each quarter. Our General Partner was entitled, and has exercised

14


its right, to retain its 2.0% general partner interest in us in connection with the original issuance of the Class B Convertible Units. In connection with future distributions of Class B PIK Units, the General Partner is entitled to a corresponding distribution to maintain its 2.0% general partner interest in us. The Class B Convertible Units have the same rights, preferences and privileges, and are subject to the same duties and obligations, as our common units, with certain exceptions. See Note 7.

The following table represents the Class B PIK unit distribution paid on the Class B Convertible Units for the periods ended December 31, 2017 and March 31, 2018 (in thousands, except per unit and in-kind distribution units):
Payment Date
 
Attributable to the Quarter Ended
 
Per Unit Distribution
 
In-Kind Class B Convertible Unit
Distributions to Class B Convertible Holders
 
In-Kind 
Class B Convertible Distributions
Value
(1)
 
In-Kind 
Unit
Distribution
to General 
Partner
 
In-Kind General Partner Distribution Value(1)
2018
 
 
 
 
 
 
 
 
 
 
 
 
May 3, 2018
 
March 31, 2018
 
$
0.3257

 
$
326,506

 
$
532

 
$
6,663

 
$
11

2017
 
 
 
 
 
 
 
 
 
 
 
 
February 9, 2018
 
December 31, 2017
 
$
0.3257

 
320,890

 
$
542

 
6,549

 
$
11

November 11, 2017
 
September 30, 2017
 
0.3257

 
315,370

 
741

 
6,436

 
15

August 11, 2017
 
June 30, 2017
 
0.3257

 
309,946

 
983

 
6,325

 
20

May 11, 2017
 
March 31, 2017
 
0.3257

 
304,615

 
1,060

 
6,216

 
22

 
(1)
The fair value was calculated as required, based on the common unit price at the quarter end date for the period attributable to the distribution, multiplied by the number of units distributed.

3. FINANCIAL INSTRUMENTS

Fair Value Measurements

We apply recurring fair value measurements to our financial assets and liabilities. In estimating fair value, we generally use a market approach and incorporate assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation techniques. The fair value measurement inputs we use vary from readily observable inputs that represent market data obtained from independent sources to unobservable inputs that reflect our own market assumptions that cannot be validated through external pricing sources. Based on the observability of the inputs used in the valuation techniques, the financial assets and liabilities carried at fair value in the financial statements are classified as follows:
Level 1—Represents unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date. This category primarily includes our cash and cash equivalents.
Level 2—Represents quoted market prices for similar assets or liabilities in active markets, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. This category primarily includes variable rate debt, over-the-counter swap contracts based upon natural gas price indices and interest rate derivative transactions.
Level 3—Represents derivative instruments whose fair value is estimated based on internally developed models and methodologies utilizing significant inputs that are generally less readily observable from market sources. We do not have financial assets and liabilities classified as Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy must be determined based on the lowest level input that is significant to the fair value measurement. An assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable represent fair values based on the short-term nature of these instruments. The fair value of our Credit Facility (defined in Note 5) approximates its carrying amount due primarily to the variable nature of the interest rate of the instrument and is considered a Level 2 fair value measurement. As of March 31, 2018, the fair value of our term loan was $426.9 million and the fair value of the Investment Notes (defined in Note 5) was $15.2 million, based on recent trading levels and are considered Level 2 fair value instruments.

15



Derivative Financial Instruments
Interest Rate Derivative Transactions
We enter into interest rate cap contracts to limit our London Interbank Offered Rate (“LIBOR”) based interest rate risk on the portion of debt hedged at the contracted cap rate. Our interest rate cap position was as follows (in thousands):
 
 
 
 
 
 
 
 
Estimated Fair Value
Notional Amount
 
Cap Rate
 
Effective Date
 
Maturity Date
 
March 31, 2018
50,000

 
3.000
%
 
June 30, 2016
 
June 30, 2018
 

40,000

 
3.000
%
 
December 31, 2016
 
January 1, 2018
 

40,000

 
3.000
%
 
December 31, 2016
 
July 1, 2018
 

40,000

 
3.000
%
 
December 31, 2016
 
January 1, 2019
 

60,000

 
3.000
%
 
June 30, 2017
 
June 30, 2019
 
7

85,000

 
3.000
%
 
December 31, 2017
 
June 30, 2018
 

 
 
 
 
 
 
 
 
$
7


These interest rate derivatives are not designated as cash flow hedging instruments for accounting purposes and as a result, changes in the fair value are recognized in interest expense immediately.

The fair value of our interest rate derivative transactions is determined based on a discounted cash flow method using contractual terms of the transactions. The floating coupon rate is based on observable rates consistent with the frequency of the interest cash flows. We have elected to present our interest rate derivatives net in the balance sheets. There was no effect of offsetting in the balance sheets as of March 31, 2018 or December 31, 2017.

The fair values of our interest rate derivative transactions were as follows (in thousands):
 
Significant Other Observable Inputs (Level 2)
 
Fair Value Measurement as of
 
March 31, 2018
 
December 31, 2017
Current interest rate derivative assets
$
6

 
$
1

Non-current interest rate derivative assets
1

 
1

Total interest rate derivatives
$
7

 
$
2


The realized and unrealized amounts recognized in interest expense associated with derivatives were as follows (in thousands):
 
Three Months Ended March 31,

2018
 
2017
 Unrealized loss (gain) on interest rate derivatives
$
(5
)
 
$
2

 Realized gain on interest rate derivatives

 
(15
)


16


4. LONG-LIVED ASSETS
Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
 
Estimated
Useful Life (yrs)
 
March 31, 2018
 
December 31, 2017
Pipelines
15-30
 
$
571,730

 
$
571,730

Gas processing, treating and other plants
15
 
520,480

 
520,765

Compressors
5-15
 
78,997

 
78,997

Rights of way and easements
15
 
49,897

 
49,897

Furniture, fixtures and equipment
5
 
9,746

 
9,746

Capital lease vehicles
3-5
 
2,315

 
2,114

    Total property, plant and equipment
 
 
1,233,165

 
1,233,249

Accumulated depreciation and amortization
 
 
(352,223
)
 
(334,528
)
    Total
 
 
880,942

 
898,721

 
 
 
 
 
 
Construction in progress
 
 
6,759

 
2,173

Land and other
 
 
13,653

 
13,653

    Property, plant and equipment, net
 
 
$
901,354

 
$
914,547

 
Depreciation is provided using the straight-line method based on the estimated useful life of each asset. Depreciation expense for the three months ended March 31, 2018 and 2017, was $17.9 million, respectively.

As part of Partnership-wide, cost-saving initiatives, management elected to idle the Bonnie View fractionation facility (“Bonnie View”) in the second quarter of 2017. As a result, all of our Y-grade product is being sold to Holdings in accordance with our affiliate Y-grade sales agreement and is being fractionated at the Holdings’ Robstown fractionation facility (“Robstown”). We utilize Bonnie View as a backup option to the extent Robstown is unable to fractionate our Y-grade product.

We received a settlement payment of $2.0 million from our insurance carriers in the first quarter of 2017 related to the fire at our Gregory facility in 2015, and recorded a $1.5 million gain related to insurance proceeds received in excess of expenditures incurred to repair the Gregory facility. As stipulated in the Term Loan Agreement (defined in Note 5), we used $1.0 million ($2.0 million of proceeds, net of the 2015 insurance deductible of $0.5 million and additional expenditures to repair Gregory of $0.5 million) of the proceeds to make a mandatory prepayment on our term loan.
   
Intangible Assets

Intangible assets of $1.3 million as of March 31, 2018 and December 31, 2017, respectively, represent the unamortized value acquired to long-term supply and gathering contracts. These intangible assets are amortized on a straight-line basis over the 30-year expected useful lives of the contracts through 2041. Amortization expense over the next five years related to intangible assets is not significant.


17


5. LONG-TERM DEBT 

Our outstanding debt and related information at March 31, 2018 and December 31, 2017 are as follows (in thousands):

March 31, 2018
 
December 31, 2017
Revolving credit facility due 2019
$
83,124

 
$
94,555

Term loans due 2021
432,332

 
433,396

Senior unsecured notes payable due 2019
15,349

 

Original issuance discount on term loans due 2021
(1,053
)
 
(1,134
)
Total long-term debt (including current portion)
529,752

 
526,817

Current portion of long-term debt
(4,256
)
 
(4,256
)
Deferred financing costs
(7,704
)
 
(8,295
)
Total long-term debt
$
517,792

 
$
514,266


 
 


Outstanding letters of credit
$
25,061

 
$
24,911

Remaining unused borrowings
$
16,815

 
$
15,534

 
Three Months Ended March 31,

2018

2017
Weighted average interest rate
6.60
%
 
5.80
%
Average outstanding borrowings
$
531,328

 
$
553,699

Maximum borrowings
$
532,952

 
$
553,805


Senior Credit Facilities

Our long-term debt arrangements consist of (i) the Third A&R Revolving Credit Agreement and (ii) a Term Loan Credit Agreement with Wilmington Trust, National Association, UBS Securities LLC and Barclays Bank PLC and a syndicate of lenders (the “Term Loan Agreement” and, together with the Third A&R Revolving Credit Agreement, the “Senior Credit Facilities”). Substantially all of our assets are pledged as collateral under the Senior Credit Facilities, with the security interest of the facilities ranking pari passu.

Third A&R Revolving Credit Agreement

The Third A&R Revolving Credit Agreement is a five-year $200 million revolving credit facility due August 4, 2019 (the “Credit Facility”). Borrowings under our Credit Facility bear interest at the LIBOR plus an applicable margin or a base rate as defined in the Third A&R Revolving Credit Agreement. Pursuant to the Third A&R Revolving Credit Agreement, among other things:

(a)
the letters of credit sublimit was set at $75 million; and

(b)
if we fail to comply with the Consolidated Total Leverage Ratio, Consolidated Senior Secured Leverage Ratio and
the Consolidated Interest Coverage Ratio covenants (each as defined in the Third A&R Revolving Credit Agreement, and collectively the “Financial Covenants”) (each such failure, a “Financial Covenant Default”), we have the right (a limited number of times) to cure such Financial Covenant Default by having the Sponsors purchase equity interests in or make capital contributions to us resulting in, among other things, proceeds that, if added to Consolidated EBITDA (as defined in the Third A&R Revolving Credit Agreement) would result in us satisfying the Financial Covenants.

Amendments to Third A&R Revolving Credit Agreement

On May 7, 2015, we entered into the first amendment to our Third A&R Revolving Credit Agreement among the Partnership, as the borrower, the lenders and other parties thereto (the “First Amendment”).


18


The First Amendment, among other things:

(i) revised the maximum Consolidated Total Leverage Ratio set at 5.00 to 1.0 as of the last day of each fiscal quarter after September 30, 2016, without any step-ups in connection with acquisitions;

(ii) increased the applicable margins used in connection with the loans and the commitment fee so that the applicable margin for Eurodollar Loans (as used in the Third A&R Revolving Credit Agreement) ranges from 2.00% to 4.50%, the applicable margin for base rate loans ranges from 1.00% to 3.50% and the applicable rate for commitment fees ranges from 0.375% to 0.500%; and

(iii) allowed us an unlimited number of quarterly equity cures related to our Financial Covenant Default through the fourth quarter of 2016, and no more than two in a twelve month period thereafter for the life of the agreement. Beginning on January 1, 2017, we are limited to no more than four equity cures, with no more than two in a twelve month period.

On December 29, 2016, we entered into the Fifth Amendment which, among other things:

(i) permitted a full waiver for all defaults or events of default arising out of our failure to comply with the financial covenant to maintain a Consolidated Total Leverage Ratio less than 5.00 to 1.00 for the quarter ended September 30, 2016;

(ii) reduced the total aggregate commitments under the Third A&R Revolving Credit Agreement from $200 million to $145 million and reduced the sublimit for letters of credit from $75 million to $50 million. Total aggregate commitments was reduced to $125 million on March 31, 2018, and will be further reduced to $120 million on June 30, 2018 and $115 million on December 31, 2018 and will also be reduced in an amount equal to the net proceeds of any Permitted Note Indebtedness (as defined in the Fifth Amendment) we may incur in the future;

(iii) modified the borrowings under the Third A&R Revolving Credit Agreement to bear interest at the LIBOR or a base rate plus an applicable margin that cumulatively increases pursuant to the Fifth Amendment by (a) 125 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 5.00 to 1.00, plus (b) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 6.00 to 1.00, plus (c) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 7.00 to 1.00, plus (d) 100 basis points if our Consolidated Total Leverage Ratio is greater than or equal to 8.00 to 1.00. At our election, the 100 basis point increase to the applicable margin upon our Consolidated Total Leverage Ratio being greater than or equal to 8.00 to 1.00 may be replaced with a 150 basis point increase that is payable in kind;
    
(iv) suspended the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio financial covenants and reduced the Consolidated Interest Coverage Ratio financial covenant requirement from 2.50 to 1.00 to 1.50 to 1.00 for all periods ending on or prior to the Ratio Compliance Date;

(v) requires us to generate Consolidated EBITDA in certain minimum amounts beginning with the quarter ending December 31, 2016 and rolling forward thereafter through the quarter ending December 31, 2018;

(vi) requires us to maintain at least $3 million of Liquidity (as defined therein) as of the last business day of each calendar week;

(vii) restricts our capital expenditures for growth and maintenance to not exceed certain amounts per fiscal year; and

(viii) beginning with the fiscal quarter ending March 31, 2019, our Consolidated Total Leverage Ratio cannot exceed 5.00 to 1.00 and our Consolidated Senior Secured Leverage Ratio cannot exceed 3.50 to 1.00. Until such time as our Consolidated Total Leverage Ratio is less than 5.00 to 1.00, we will also be restricted from making cash distributions to our unitholders and from entering into acquisition or merger agreements with third-party businesses involving a purchase price greater than $10 million, unless such acquisition is funded entirely using the proceeds from the issuance of equity. In addition, until such time as our Consolidated Total Leverage Ratio is less than or equal to 5.00 to 1.00, we will be required to repay any outstanding borrowings under the Credit Facility in an amount equal to 50% of our Excess Cash Flow (as defined in the Fifth Amendment). Our Consolidated Total Leverage Ratio was 8.64 to 1.00 as of March 31, 2018.

19



Term Loan Agreement

The Term Loan Agreement is a $450 million senior secured term loan facility maturing on August 4, 2021. Borrowings under our Term Loan Agreement bear interest at LIBOR plus 4.25% or a base rate as defined in the respective credit agreement with a LIBOR floor of 1.00%. The facility will amortize in equal quarterly installments in an aggregate amount equal to 1% of the original principal amount, less any mandatory prepayments (as defined in the Term Loan Agreement), $1.064 million, with the remainder due on the maturity date.

Senior Unsecured Note

On January 2, 2018, Holdings delivered a Backstop Demand (as defined in the Investment Agreement) for each Sponsor to fund their respective pro rata portions of the Sponsor Shortfall Amount (as defined in the Investment Agreement) of $15.0 million in accordance with the Backstop Agreement. As consideration for the amount contributed directly to us by a Sponsor pursuant to the Backstop Agreement, we issued to the Sponsors senior unsecured notes of the Partnership in an aggregate principal amount of $15.0 million (each, an "Investment Note" and collectively, the “Investment Notes”). The Investment Notes mature on November 5, 2019 and bear interest at a rate of 12.5% per annum. Interest on the Investment Note shall be paid-in-kind (“PIK”) (other than with respect to interest payable (i) on or after the maturity date, (ii) in connection with prepayment, or (iii) upon acceleration of the Investment Note, which shall be payable in cash); provided that all interest shall be payable in cash on or after December 31, 2018. The Investment Notes are the unsecured obligation of the Partnership subordinate in right of payment to any of our secured obligations under the Third A&R Revolving Credit Agreement. The senior unsecured note payable includes $0.3 million of PIK interest as of March 31, 2018.
 
Deferred Financing Costs

Deferred financing costs are capitalized and amortized as interest expense under the effective interest method over the term of the related debt. The unamortized balance of deferred financing costs is included in long-term debt in the balance sheets. Changes in deferred financing costs are as follows (in thousands):
 
2018
 
2017
Deferred financing costs, January 1
$
8,295

 
$
11,474

Capitalization of deferred financing costs
255

 
96

Amortization of deferred financing costs
(846
)
 
(869
)
Deferred financing costs, March 31
$
7,704

 
$
10,701


6. COMMITMENTS AND CONTINGENCIES
 
Legal Matters
 
From time to time, we are party to certain legal or administrative proceedings that arise in the ordinary course and are incidental to our business. For example, during periods when we are expanding our operations through the development of new pipelines or the construction of new plants, we may become involved in disputes with landowners that are in close proximity to our activities. While we are involved currently in several such proceedings and disputes, our management believes that none of such proceedings or disputes will have a material adverse effect on our results of operations, cash flows or financial condition. However, future events or circumstances, currently unknown to management, will determine whether the resolution of any litigation or claims ultimately will have a material effect on our results of operations, cash flows or financial condition in any future reporting periods.

TPL. On April 5, 2017, TPL SouthTex Processing Company, LP (“TPL”), an indirect subsidiary of Targa, filed a Demand for Arbitration with the American Arbitration Association, against FL Rich Gas Services, LP, an indirect subsidiary of the Partnership (“FL Rich”), related to the operation of T2 EF Cogeneration Holdings LLC (“T2 Cogen”). T2 Cogen, the owner of a cogeneration facility in South Texas, is operated by FL Rich pursuant to the terms of the Generation Plant Operating Agreement, dated March 4, 2013 (the “Operating Agreement”). TPL alleges that FL Rich (i) breached the Operating Agreement in its alleged failure to receive from the United States Environmental Protection Agency a Prevention of Significant Deterioration permit thereby harming Targa’s investment in T2 Cogen, (ii) breached its fiduciary duties with respect to funds or assets of T2 Cogen as operator of T2 Cogen under the terms of the Operating Agreement, and (iii) breached the Operating Agreement and the Limited Liability Company Agreement of T2 Cogen (the “LLC Agreement”) in installing a third turbine inside its Lone Star plant. TPL is seeking, among other things, (a) unspecified damages related to the alleged breaches under

20


the Operating Agreement and the LLC Agreement, (b) the return of approximately $26 million in capital contributions to T2 Cogen received from TPL under the LLC Agreement and the Operating Agreement, and (c) the dissolution and liquidation of T2 Cogen and its assets, respectively. An arbitration hearing has been scheduled for August 2018 which we have requested to be rescheduled to September or October 2018. We believe this matter is without merit and we intend to defend the arbitration vigorously. Because this matter is in an early stage, we are unable to predict its outcome and the possible loss or range of loss, if any, associated with its resolution or any potential effect the matter may have on our financial position. Depending on the outcome or resolution of this matter, it could have a material effect on our financial position.

Woodsboro. Our General Partner has been named as a defendant in a lawsuit filed on April 29, 2016 in Duval County, Texas styled Victor Henneke, Jr., et al. v. Southcross Energy Partners GP, LLC, et al., Cause No. DC-16-139, 229th Judicial District, Duval County, Texas (the “Henneke Case”). The Henneke Case involves claims by two employees of a third party contractor for personal injury and wrongful death resulting from the alleged negligence of the Partnership related to a pipeline construction project located at our Woodsboro processing facility. The Partnership’s insurance carriers are providing coverage to the Partnership under its general liability policy. No trial date has been set for the contractual liability claims in the case. A jury trial for the personal injury claims began in Duval County, Texas on September 18, 2017. On September 22, 2017, two different award amounts were determined by the jury, the first of which was determined prior to the jury being released by the judge and the second was determined after the jury was recalled by the judge. On April 25, 2018, the successor judge entered a judgment against Southcross in the amount of approximately $7.7 million. We are evaluating whether or not to appeal this judgment and believe that we have adequate insurance coverage to cover this matter. As a result, during the three months ended March 31, 2018, we recorded a $7.7 million liability and receivable from our insurance carrier related to the Woodsboro legal settlement. On April 27, 2018 and April 30, 2018, the plaintiffs filed two new lawsuits against Southcross CCNG Transmission Ltd. that allege the same or similar causes of actions for which we received judgements on in Duval County.  The cases are styled as Ivy Gonzalez on behalf of M.R. Gonzalez and M.N. Gonzalez Minor Children vs. Southcross CCNG Transmission Ltd.; Gene Henneke as independent administrator of the estate of Dennis Henneke; Galbreath Contracting, Inc. and Severo Sepulveda, Jr. Cause no. DE-18-82 and Amy Gonzalez as co-personal representative of the estate of Jesus Gonzalez, Jr. under the Texas Survival Act and for and on behalf of wrongful death beneficiaries M.R. Gonzalez and M.N. Gonzalez Minor Children and Amy Gonzalez and Jesus Gonzalez, Sr. vs. Southcross CCNG Transmission Ltd.; Gene Henneke as independent administrator of the estate of Dennis Henneke; Galbreath Contracting, Inc. and Severo Sepulveda, Jr. Cause no. DE-18-83. We intend to defend vigorously these pending matters and believe we have adequate insurance coverage with respect to these matters.

Merger Agreement. In connection with the Merger, five putative class actions were filed in the United States District Court for the Northern District of Texas. The actions were filed against multiple, different entities and individuals, including by way of example only and among others, the Partnership, our General Partner, Southcross Holdings, Holdings GP, AMID, AMID Merger Sub, and certain former and current members of our executive management and the Board of Directors of our General Partner. As of May 7, 2018, three of such actions have been dismissed. Those cases are:

Robinson Iglesias v. Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC, Southcross Holdings LP, Southcross Holdings GP LLC, Bruce A. Williamson, David W. Biegler, Andrew A. Cameron, Nicholas J. Caruso, Jason H. Downie, Wallace Henderson, Jerry W. Pinkerton, Cherokee Merger Sub LLC, and American Midstream Partners, LP , Civil Action No. 3:18-cv-00158-N. Dismissed on April 10, 2018.
Adrian Marshall v. Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC, Southcross Holdings LP, Southcross Holdings GP LLC, Bruce A. Williamson, David W. Biegler, Andrew A. Cameron, Nicholas J. Caruso, Jr., Jason H. Downie, Jerry W. Pinkerton, Randall S. Wade, Bret M. Allan, American Midstream Partners, LP, and Cherokee Merger Sub LLC , Civil Action No. 3:18-cv-00272-D. Dismissed on April 11, 2018.
Kristin Doller v. Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC, Southcross Holdings LP, Southcross Holdings GP LLC, David W. Biegler, Andrew A. Cameron, Nicholas J. Caruso, Jr., Jason H. Downie, Jerry W. Pinkerton, Randall S. Wade, and Bruce A. Williamson , Civil Action No. 3:18-cv-00291-N. Dismissed on April 10, 2018.

The complaints generally allege, among other things, that the registration statement on Form S-4 (file no. 333-222501) is false and materially misleading and that the defendants have violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. Generally, the complaints seek class certification, injunctive relief, damages, declaratory relief, and attorney’s fees and court costs. The two remaining actions filed in the United States District Court for the Northern District of Texas are captioned as follows:

• Anthony Franchi v. Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC, Bruce A. Williamson, David W. Biegler, Andrew A. Cameron, Nicholas J. Caruso, Jr., Jason H. Downie, Jerry W. Pinkerton, Randall S.

21


Wade, American Midstream Partners, LP, American Midstream Partners GP, LLC, and Cherokee Merger Sub LLC, Civil Action No. 3:18-cv-00179-D.
• Robert Johnson v. Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC, Southcross Holdings LP, Southcross Holdings GP LLC, Bruce A. Williamson, David W. Biegler, Andrew A. Cameron, Nicholas J. Caruso, Jr., Jason H. Downie, Jerry W. Pinkerton, Randall S. Wade, Civil Action No. 3:18-cv-00289-C

All defendants deny any wrongdoing in connection with the proposed Transaction and plan to defend rigorously against all pending claims.

Corpus Christi Alumina LLC v. Southcross Marketing Co. Ltd. (In re Sherwin Alumina Co., LLC), Case No. 18-02024 (Bankr. S.D. Tex.) Corpus Christi Alumina LLC the assignee of Sherwin Alumina Company LLC is seeking to recover from our subsidiary Southcross Marketing Co. Ltd., up to $10 million for natural gas payments made to us prior to Sherwin’s 2016 bankruptcy. We believe this claim to be without merit and intend to defend vigorously this claim. We do not believe this to have a material effect on our financial position.

Regulatory Compliance
 
In the ordinary course of our business, we are subject to various laws and regulations. In the opinion of our management, compliance with current laws and regulations will not have a material effect on our results of operations, cash flows or financial condition. 

Leases

Capital Leases
 
We have vehicle leases that are classified as capital leases. The termination dates of the lease agreements vary from 2018 to 2019. We recorded amortization expense related to the capital leases of $0.1 million each for the three months ended March 31, 2018 and 2017, respectively. Capital leases entered into during the three months ended March 31, 2018 and 2017, were $0.3 million and $0.4 million, respectively. The capital lease obligation amounts included in the balance sheets were as follows (in thousands):
 
March 31, 2018
 
December 31, 2017
Other current liabilities
$
463

 
$
410

Other non-current liabilities
578

 
410

Total
$
1,041

 
$
820


Operating Leases
 
We maintain operating leases in the ordinary course of our business activities. These leases include those for office and other operating facilities and equipment. The termination dates of the lease agreements vary from 2018 to 2025. Expenses associated with operating leases, recorded in operations and maintenance expenses and general and administrative expenses in our statements of operations, were $1.2 million and $1.6 million for the three months ended March 31, 2018 and 2017, respectively. A rental reimbursement included in our lease agreement associated with the office space we leased in June 2015 of $2.0 million, net of amortization, has been recorded as a deferred liability in our condensed consolidated balance sheets as of March 31, 2018. This amount will continue to be amortized against the lease payments over the length of the lease term.
 

22


7. PARTNERS’ CAPITAL
 
Ownership

Our units outstanding as of March 31, 2018 are as follows (in units):
 
 
Partners’ Capital
 
 
 
 
Owned by Parent
 
 
Public
 
Holdings
 
Class B
 
 
 
General
 
 
Common
 
Common
 
Convertible
 
Subordinated
 
Partner
Units outstanding as of December 31, 2017
 
22,122,113

 
26,492,074

 
18,335,181

 
12,213,713

 
1,615,573

Vesting of LTIP units, net
 
22,330

 

 

 

 

In-kind distributions and issuances to general partner to maintain 2.0% ownership
 

 

 
320,890

 

 
7,005

Units outstanding as of March 31, 2018
 
22,144,443

 
26,492,074

 
18,656,071

 
12,213,713

 
1,622,578


Common Units
Our common units represent limited partner interests in us. The holders of our common units are entitled to participate in our distributions (to the extent distributions are made) and are entitled to exercise the rights and privileges available to limited partners under our Partnership Agreement.
Class B Convertible Units
As of March 31, 2018, the Class B Convertible Units consist of 18,656,071 units, inclusive of any Class B PIK Units issued. The Class B Convertible Units have the same rights, preferences and privileges, and are subject to the same duties and obligations, as our common units, with certain exceptions as noted below.

Our Partnership Agreement does not allow additional Class B Convertible Units (other than Class B PIK Units) to be issued without the prior approval of our General Partner and the holders of a majority of the outstanding Class B Convertible Units. As of March 31, 2018, all of our outstanding Class B Convertible Units were indirectly owned by Holdings.

Distribution Rights: The holders of the Class B Convertible Units receive quarterly distributions in an amount equal to $0.3257 per unit paid in Class B PIK Units (based on a unit issuance price of $18.61) within 45 days after the end of each quarter. Our General Partner was entitled, and has exercised its right, to retain its 2.0% general partner interest in us in connection with the original issuance of Class B Convertible Units. In connection with future distributions of Class B PIK Units, the General Partner is entitled to a corresponding distribution to maintain its 2.0% general partner interest in us.

Conversion Rights: The Class B Convertible Units are convertible into common units on a one-for-one basis and, once converted, will participate in cash distributions pari passu with all other common units. The conversion of Class B Convertible Units will occur on the date we (i) make a quarterly distribution equal to or greater than $0.44 per common unit, (ii) generate Class B Distributable Cash Flow (as defined in our Partnership Agreement) in an amount sufficient to pay the declared distribution on all units for the two quarters immediately preceding the date of conversion (the “measurement period”) and (iii) forecast paying a distribution equal to or greater than $0.44 per unit from forecasted Class B Distributable Cash Flow on all outstanding common units for the two quarters immediately following the measurement period.

Voting Rights: The Class B Convertible Units generally have the same voting rights as common units, and have one vote for each common unit into which such units are convertible.

Subordinated Units
 
Subordinated units represent limited partner interests in us and convert to common units at the end of the Subordination Period (as defined in our Partnership Agreement). The principal difference between our common units and our subordinated units is that in any quarter during the Subordination Period, holders of the subordinated units are not entitled to receive any distribution of available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units do not accrue arrearages. Beginning with the third quarter of 2014, until such time we have a Distributable Cash Flow Ratio of at least 1.0, Holdings, the indirect holder of the subordinated units, has waived the right to receive distributions on any subordinated units that would cause the

23


Distributable Cash Flow Ratio to be less than 1.0. In addition, the Fifth Amendment imposed additional restrictions on our ability to declare and pay quarterly cash distributions with respect to our subordinated units. See Note 5.

General Partner Interests
 
As defined by our Partnership Agreement, general partner units are not considered to be units (common or subordinated), but are representative of our General Partner’s 2.0% ownership interest in us. Our General Partner has received general partner unit PIK distributions in connection with the Class B Convertible Units. In connection with other equity issuances, our General Partner has made capital contributions in exchange for additional general partner units to maintain its 2.0% ownership interest in us.

8. TRANSACTIONS WITH RELATED PARTIES
 
Affiliated Directors
 
The SXE GP Board is comprised of two directors designated by EIG (one of which must be independent), two directors designated by Tailwater (one of which must be independent), two directors designated by the Lenders (one of which must be independent) and one director by majority. Our non-employee directors are reimbursed for certain expenses incurred for their services to us. The director services fees and expenses are included in general and administrative expenses in our statements of operations. We incurred fees and expenses related to the services from our affiliated directors as follows (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
EIG
36

 
35

Tailwater
38

 
36

Total fees and expenses paid for director services to affiliated entities
$
74

 
$
71


Southcross Energy Partners GP, LLC (our General Partner)
 
Our General Partner does not receive a management fee or other compensation for its management of us. However, our General Partner and its affiliates are entitled to reimbursements for all expenses incurred on our behalf, including, among other items, compensation expense for all employees required to manage and operate our business. We incurred expenses related to these reimbursements as follows (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Reimbursements included in general and administrative expenses
$
1,673

 
$
4,697

Reimbursements included in operations and maintenance expenses
3,378

 
3,912

Total reimbursements to our General Partner and its affiliates
$
5,051

 
$
8,609


Other Transactions with Affiliates

We have a gas gathering and processing agreement (the “G&P Agreement”) and an NGL sales agreement (the “NGL Agreement”) with an affiliate of Holdings. Under the terms of these commercial agreements, we transport, process and sell rich natural gas for the affiliate of Holdings in return for agreed-upon fixed fees, and we can sell natural gas liquids that we own to Holdings at agreed-upon fixed prices. The NGL Agreement also permits us to utilize Holdings’ fractionation services at market-based rates. We had purchases of NGLs from Holdings of $0.1 million and $0.2 million for the three months ended March 31, 2018 and 2017, respectively.

We recorded revenues from affiliates of $52.8 million and $40.8 million for the three months ended March 31, 2018 and 2017, respectively, in accordance with the G&P Agreement, the NGL Agreement and the series of commercial agreements.

We had accounts receivable due from affiliates of $30.5 million and $33.2 million as of March 31, 2018 and December 31, 2017, respectively, and accounts payable due to affiliates of $1.0 million and $0.4 million as of March 31, 2018 and December 31, 2017, respectively. The affiliate receivable and payable balances are related primarily to transactions associated with Holdings, noted above, and our joint venture investments (defined in Note 11). The receivable balance due from Holdings is current as of March 31, 2018.

24



In connection with the execution of the Fifth Amendment, on December 29, 2016, the Partnership entered into (i) the Investment Agreement with Holdings and Wells Fargo Bank, N.A., (ii) the Backstop Agreement with Holdings, Wells Fargo Bank, N.A. and the Sponsors and (iii) the Equity Cure Contribution Amendment with Holdings. See Notes 1 and 5 for additional details.

9. INCENTIVE COMPENSATION
Unit Based Compensation
Long-Term Incentive Plan
The 2012 Long-Term Incentive Plan (“LTIP”) provides incentive awards to eligible officers, employees and directors of our General Partner. Awards granted to employees under the LTIP generally vest over a three year period in equal annual installments, or in the event of a change in control, in either a common unit or an amount of cash equal to the fair market value of a common unit at the time of vesting, as determined by our management at its discretion. These awards also include distribution equivalent rights that grant the holder the right to receive an amount equal to the cash distributions on common units during the period the award remains outstanding.
On November 9, 2015, the holders of a majority of our limited partner interests approved an amendment to the LTIP which increased the number of common units that may be granted as awards by 4,500,000 units. The term of the LTIP also was extended to a period of 10 years following the amendment's adoption.
The following table summarizes information regarding awards of units granted under the LTIP: 
 
Units
 
Weighted-Average Fair
Value at Grant Date
Unvested - December 31, 2017
98,096

 
$
10.95

  Forfeited units
(4,468
)
 
$
13.63

  Units recaptured for tax withholdings(1)
(10,128
)
 
$
9.08

  Vested units(1)
(22,330
)
 
$
9.38

Unvested - March 31, 2018
61,170

 
$
7.94


(1)
The weighted-average fair value price on the date of vesting for our vested units was $1.79 for the three months ended March 31, 2018. The weighted-average fair value price on the date of vesting for our units recaptured for tax withholdings was $1.79 for the three months ended March 31, 2018.

For the three months ended March 31, 2018, we did not grant any equity awards under the LTIP. As of March 31, 2018, we had total unamortized compensation expense of $0.1 million related to unvested awards. Compensation expense associated with awards is expected to be recognized over the three-year vesting period from each equity award’s grant date. As of March 31, 2018, we had 5,344,600 units available for issuance under the LTIP.

Unit Based Compensation Expense

The following table summarizes information regarding recognized compensation expense, which is included in general and administrative and operations and maintenance expenses in our statements of operations (in thousands): 
 
Three Months Ended March 31,
 
2018
 
2017
Unit-based compensation
$
65

 
$
257


25


Employee Savings Plan
We have employee savings plans under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended, whereby employees of our General Partner may contribute a portion of their base compensation to the employee savings plan, subject to limits. We provide a matching contribution each payroll period equal to 100% of each employee’s contribution up to the lesser of 6% of the employee’s eligible compensation or $16,500 annually for the period. The following table summarizes information regarding contributions and the expense recognized for the matching contributions, which is included in operating and maintenance expense and general and administrative expense in our statements of operations (in thousands): 
 
Three Months Ended March 31,
 
2018
 
2017
Matching contributions expensed for employee savings plan
$
177

 
$
188


10. REVENUES
Upon adoption of ASC 606, when it is determined that a contract exists, our performance obligation has been met and our transaction price is determinable, we record natural gas and NGL sales revenue in the period when the physical product is delivered to the customer and in an amount based on the pricing terms of an executed contract. Our transportation, gathering, processing, treating, compression and other revenue is recognized in the period when the service is provided and represents our fee-based service revenue that is based upon the pricing terms of an executed contract. In addition, collectability is evaluated on a customer-by-customer basis. New customers are subject to a credit review process, which evaluates the customers' financial position and their ability to pay.
Our sale and purchase arrangements primarily are presented separately in the statements of operations. These transactions are contractual arrangements that establish the terms of the purchase of natural gas or NGLs at a specified location and the sale of natural gas or NGLs at a different location on the same or on another specified date. These transactions require physical delivery and transfer of the risk and reward of ownership are evidenced by title transfer, assumption of environmental risk, transportation scheduling, credit risk and counterparty nonperformance risk.
We derive revenue in our business from the following types of arrangements:
Fixed-Fee.  We receive a fixed-fee per unit of natural gas volume that we gather at the wellhead, process, treat, compress and/or transport for our customers, or we receive a fixed-fee per unit of NGL volume that we transport to fractionation. Some of our arrangements also provide for a fixed-fee for guaranteed transportation capacity on our systems.
Fixed-Spread.  Under these arrangements, we purchase natural gas and NGLs from producers or suppliers at receipt points on our systems at an index-based price plus or minus a fixed price differential and sell these volumes of natural gas and NGLs at delivery points off our systems at the same index-based price, plus or minus a fixed price differential. By entering into such back-to-back purchases and sales, we are able to mitigate our risk associated with changes in the general commodity price levels of natural gas and NGLs. We remain subject to variations in our fixed-spreads to the extent we are unable to precisely match volumes purchased and sold in a given time period or are unable to secure the supply or to produce or market the necessary volume of products at our anticipated differentials to the index price.
Commodity-Sensitive.  In exchange for our processing services, we may remit to a customer a percentage of the proceeds from our sales, or a percentage of the physical volume, of residue natural gas and/or NGLs that result from our natural gas processing, or we may purchase NGLs from customers at set fixed NGL recoveries and retain the balance of the proceeds or physical commodity for our own account. These arrangements are generally combined with fixed-fee and fixed-spread arrangements for processing services and, therefore, represent only a portion of a processing contract's value. The revenues we receive from these arrangements directly correlate with fluctuating general commodity price levels of natural gas and NGLs and the volume of NGLs recovered relative to the fixed recovery obligations.
Our gathering and processing agreements provide for quarterly and annual minimum volume commitments ("MVC"). Under these MVCs, our producers agree to sell us, ship and/or process a minimum volume of production on our gathering systems or to pay a minimum monetary amount over certain periods during the term of the MVC. A customer must make a shortfall payment to us at the end of the contracted measurement period if its actual throughput volumes are less than its MVC for that period.
We recognize customer obligations under their MVCs as revenue when our performance obligation has been met or when it is remote the producer will be able to meet its MVC commitment.

26



We had revenues consisting of the following categories (in thousands): 
 
 
 
Three Months Ended March 31,
 
Contract Type
 
2018

2017
Sales of natural gas(1)
Fixed Spread
 
$
96,697

 
$
86,504

Sales of NGLs and condensate(1)
Fixed Spread
 
47,220

 
41,054

Transportation, gathering and processing
Fixed Fee
 
7,673

 
8,059

Producer fees(2)
Fixed Fee
 

 
15,299

Treating and compression
Fixed Fee
 
3,851

 
3,910

Other
N/A
 
1,189

 
332

Total revenues
 
 
$
156,630

 
$
155,158



(1)
Commodity-sensitive revenues are included in these categories as well.
(2)
As a result of the FASB issuance of ASC 606, we identified certain natural gas purchase contracts that contained producer fees which were previously recognized as revenue for services provided to producers. The fee revenue which was previously presented within revenue now is presented within the costs of natural gas and liquids sold line item within the condensed consolidated statement of operations beginning on January 1, 2018. Therefore, beginning on January 1, 2018, the producer fee revenue of $12.5 million that were previously recognized as revenue under ASC 605 are recognized as reductions to the costs of natural gas and liquids sold line item within the condensed consolidated statement of operations.

11. INVESTMENTS IN JOINT VENTURES

We own equity interests in three joint ventures with Targa as our joint venture partner. T2 Eagle Ford Gathering Company LLC (“T2 Eagle Ford”), T2 LaSalle Gathering Company LLC (“T2 LaSalle”) and T2 Cogen operate pipelines and a cogeneration facility located in South Texas. We indirectly own a 50% interest in T2 Eagle Ford, a 50% interest in T2 Cogen and a 25% interest in T2 LaSalle. We pay our proportionate share of the joint ventures’ operating costs, excluding depreciation and amortization, through lease capacity payments. As a result, our share of the joint ventures’ losses is related primarily to the joint ventures’ depreciation and amortization. Our maximum exposure to loss related to these joint ventures includes our equity investment, any additional capital contributions and our share of any operating expenses incurred by the joint ventures.

The joint ventures’ summarized financial data from their statements of operations for the three months ended March 31, 2018 and 2017 is as follows (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Revenue
 
 
 
T2 Eagle Ford
$
1,062

 
$
1,141

T2 Cogen
211

 
83

T2 LaSalle
385

 
385

 
 
 
 
Net loss
 
 
 
T2 Eagle Ford
$
(4,668
)
 
$
(4,906
)
T2 Cogen
(864
)
 
(992
)
T2 LaSalle
(1,478
)
 
(1,468
)

27


Our equity in losses of joint venture investments is comprised of the following for the three months ended March 31, 2018 and 2017 (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
T2 Eagle Ford
$
(2,334
)
 
$
(2,453
)
T2 Cogen
(432
)
 
(496
)
T2 LaSalle
(370
)
 
(367
)
Equity in losses of joint venture investments
$
(3,136
)
 
$
(3,316
)
Our investments in joint ventures is comprised of the following as of March 31, 2018 and December 31, 2017 (in thousands):
 
March 31, 2018
 
December 31, 2017
T2 Eagle Ford
$
89,999

 
$
92,248

T2 Cogen
3,992

 
4,425

T2 LaSalle
14,711

 
15,074

Investments in joint ventures
$
108,702

 
$
111,747


12. CONCENTRATION OF CREDIT RISK
 
Our primary markets are in South Texas, Alabama and Mississippi. We have a concentration of revenues and trade accounts receivable due from customers engaged in the production, trading, distribution and marketing of natural gas and NGL products. These concentrations of customers may affect overall credit risk in that these customers may be affected similarly by changes in economic, regulatory or other factors. We analyze our customers’ historical financial and operational information before extending credit.

Our top ten customers, excluding affiliates, for the three months ended March 31, 2018 and 2017 represent the following percentages of consolidated revenue: 
 
Three Months Ended March 31,
 
2018
 
2017
Top ten customers
50.2
%
 
56.0
%

We did not have any customers, excluding affiliates, exceed 10% of total consolidated revenue for the three months ended March 31, 2018 and
2017.

For the three months ended March 31, 2018 and 2017, we did not experience significant non-payment for services. We had no allowance for uncollectible accounts receivable at March 31, 2018.
 
13. SUBSEQUENT EVENTS
 
None.

28


14. SUPPLEMENTAL INFORMATION

Supplemental Cash Flow Information (in thousands)
 
Three Months Ended March 31,
 
2018
 
2017
Supplemental Disclosures:
 
 
 
Cash paid for interest
$
8,809

 
$
8,419

Supplemental disclosures of non-cash investing and financing activities:
 
 
 
Accounts payable related to capital expenditures
2,062

 
3,529

Capital lease obligations
95

 
138

Class B Convertible unit in-kind distributions
542

 
404


Capitalization of Interest Cost

We capitalize interest on projects during their construction period. Once a project is placed in service, capitalized interest, as a component of the total cost of the construction, is depreciated over the estimated useful life of the asset constructed. We incurred the following interest costs (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Total interest costs
$
10,095

 
$
9,297

Capitalized interest included in property, plant and equipment, net
(85
)
 
(194
)
Interest expense
$
10,010

 
$
9,103


Southcross Assets Considered Leases to Third Parties

We have pipelines that transport natural gas to two power plants in Nueces County, Texas under fixed-fee contracts. The contracts have a primary term through 2029 and an option to extend the agreements by an additional term of up to ten years. These contracts are considered operating leases under the applicable accounting guidance.
  
Future minimum annual demand payment receipts under these agreements as of March 31, 2018 were as follows: $1.6 million for the remainder of 2018; $2.2 million in 2019; $2.2 million in 2020; $1.5 million in 2021; $1.5 million in 2022 and $10.2 million thereafter. The revenue for the demand payments is recognized on a straight-line basis over the term of the contract. The demand fee revenues under the contracts were each $0.7 million for the three months ended March 31, 2018 and 2017, respectively, and have been included within transportation, gathering and processing fees within Note 10. These amounts do not include variable fees based on the actual gas volumes delivered under the contracts. Variable fees recognized in revenues within transportation, gathering and processing fees within Note 10 were $0.2 million and $0.8 million for the three months ended March 31, 2018 and 2017, respectively. Deferred revenue associated with these agreements was $11.5 million and $11.6 million at March 31, 2018 and December 31, 2017, respectively.         


29


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING INFORMATION
 
Investors are cautioned that certain statements contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) as well as in periodic press releases and oral statements made by our management team during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions, or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries, are also forward-looking statements. These forward-looking statements involve external risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included in our 2017 Annual Report on Form 10-K.
 
Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties include, among others:
 
the volatility of natural gas, crude oil and NGL prices and the price and demand of products derived from these commodities, particularly in the depressed energy price environment that began in the second half of 2014, which has the potential for further deterioration and may result in a continued reduction in exploration, development and production of crude oil and natural gas;
competitive conditions in our industry and the extent and success of producers increasing production or replacing declining production and our success in obtaining new sources of supply;
industry conditions and supply of pipelines, processing and fractionation capacity relative to available natural gas from producers;
our dependence upon a relatively limited number of customers for a significant portion of our revenues;
actions taken or inactions or nonperformance by third parties, including suppliers, contractors, operators, processors, transporters and customers;
the financial condition and creditworthiness of our customers;
our ability to recover NGLs effectively at a rate equal to or greater than our contracted rates with customers;
our ability to produce and market NGLs at the anticipated differential to NGL index pricing;
our access to markets enabling us to match pricing indices for purchases and sales of natural gas and NGLs;
our ability to complete projects within budget and on schedule, including but not limited to, timely receipt of necessary government approvals and permits, our ability to control the costs of construction and other factors that may impact projects;
our ability to consummate acquisitions, successfully integrate the acquired businesses and realize anticipated cost savings and other synergies from any acquisitions;
our ability to manage, over time, changing exposure to commodity price risk;
the effectiveness of our hedging activities or our decisions not to undertake hedging activities;
our access to financing and ability to remain in compliance with our financial covenants, and the potential for lack of access to debt and equity capital markets as a result of the depressed energy price environment;
our ability to generate sufficient operating cash flow to resume funding our quarterly distributions;
the effects of downtime associated with our assets or the assets of third parties interconnected with our systems;
operating hazards, fires, natural disasters, weather-related delays, casualty losses and other matters beyond our control;
the failure of our processing, fractionation and treating plants to perform as expected, including outages for unscheduled maintenance or repair;
the effects of laws and governmental regulations and policies;
the effects of existing and future litigation;
satisfaction of the conditions to the completion of the proposed Merger (defined below) and the closing of the Contribution (defined below);
the timing and likelihood of completion of the proposed Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals for the proposed Merger that could reduce anticipated benefits or cause the parties to abandon the proposed transaction;
the possibility that the expected synergies and value creation from the proposed Merger will not be realized or will not be realized within the expected time period;

30


disruption from the proposed Merger making it more difficult to maintain business and operational relationships;
the risk that unexpected costs will be incurred in connection with the proposed Merger;
the possibility that the proposed Merger does not close, including due to the failure to satisfy the closing conditions;
the impact on our financial condition and operations resulting from the financial condition and operations of our controlling unitholder, Southcross Holdings LP and its ability to pay amounts to us;
changes in general economic conditions; and
other financial, operational and legal risks and uncertainties detailed from time to time in our filings with the SEC.
 
Developments in any of these areas could cause actual results to differ materially from those anticipated or projected, affect our ability to resume distributions and/or access necessary financial markets or cause a significant reduction in the market price of our common units.
 
The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not, in fact, occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to update publicly or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.
 
Overview
 
Southcross Energy Partners, L.P. (the "Partnership," "Southcross," "we," "our" or "us") is a Delaware limited partnership formed in April 2012. Our common units are listed on the New York Stock Exchange under the symbol “SXE.” We are a master limited partnership, headquartered in Dallas, Texas, that provides natural gas gathering, processing, treating, compression and transportation services and access to NGL fractionation and transportation services. We also source, purchase, transport and sell natural gas and NGLs. Our assets are located in South Texas, Mississippi and Alabama and include two gas processing plants, one fractionation facility, one treating facility and gathering and transportation pipelines.

The AMID Transactions
Contribution Agreement. On October 31, 2017, we and our General Partner entered into an Agreement and Plan of Merger (“Merger Agreement”) with American Midstream Partners, LP (“AMID”), American Midstream GP, LLC, the general partner of AMID (“AMID GP”), and a wholly-owned subsidiary of AMID (“Merger Sub”). The Merger Agreement provides that we will be merged with Merger Sub (the “Merger”), with the Partnership surviving the merger as a wholly-owned subsidiary of AMID.

Simultaneously with the execution of the Merger Agreement, on October 31, 2017, AMID and AMID GP entered into a Contribution Agreement (the “Contribution Agreement”) with Holdings. Upon the terms and subject to the conditions set forth in the Contribution Agreement, Holdings will contribute its equity interests in a new wholly-owned subsidiary, which will hold substantially all the current subsidiaries (Southcross Holdings Intermediary LLC, a Delaware limited liability company, Southcross Holdings Guarantor GP LLC, a Delaware limited liability company, and Southcross Holdings Guarantor LP, a Delaware limited partnership, which in turn directly or indirectly own 100% of the limited liability company interest of our General Partner and 54.5% of the Partnership’s common units) and business of Holdings, to AMID and AMID GP in exchange for (i) the number of common units representing limited partner interests in AMID (each an “AMID Common Unit”) equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement, divided by $13.69, (ii) 4.5 million new Series E convertible preferred units of AMID (the “AMID Preferred Units”), (iii) options to acquire 4.5 million AMID Common Units (the “Options”), and (iv) 15% of the equity interest in AMID GP (the transactions contemplated thereby and the agreements ancillary thereto, the “Contribution” and, together with the Merger, the “Transaction”).

The Contribution Agreement contains customary representations and warranties and covenants by each of the parties. Holdings has also undertaken several additional obligations under the Contribution Agreement with respect to the Partnership and our subsidiaries. These include, without limitation, Holdings’ indemnification of AMID for certain obligations with respect to breaches of representations and warranties regarding the Partnership and our subsidiaries. In addition, Holdings is indemnifying AMID for certain contingent liabilities of the Partnership and our subsidiaries, including several ongoing litigation matters. A portion of the consideration, including approximately $25 million of the AMID Common Units to be received by Holdings will be deposited into escrow in order to secure the potential indemnification obligations until the longer of the end of 12 months from the closing of the Contribution Agreement, May 31, 2019 or the final resolution of the Special Indemnity Matters (as defined in the Contribution Agreement). In addition, all of the AMID Common Units, AMID Preferred Units and the Options received by Holdings as consideration under the Contribution Agreement will be subject to a lock-up

31


agreement whereby such securities will be locked up until the longer of 12 months (with respect to the AMID Common Units) and 24 months (with respect to the AMID Preferred Units and Options) and, together with the AMID GP equity interests, the final resolutions of the Special Indemnity Matters (as defined in the Contribution Agreement). Further, during this time, cash distributions made by AMID or AMID GP to Holdings will be restricted, must remain within Holdings, and will be subject to recapture by AMID. The closing under the Contribution Agreement is conditioned upon, among other things: (i) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the”HSR Act”), which was received on December 8, 2017, (ii) the absence of certain legal impediments prohibiting the transactions and (iii) with respect to AMID’s obligation to close only, the conditions precedent contained in the Merger Agreement having been satisfied and the Merger having become effective substantially concurrently with the closing of the Contribution Agreement.

The Contribution Agreement contains provisions granting both parties the right to terminate the Contribution Agreement for certain reasons. The Contribution Agreement further provides that, upon termination by Holdings of the Contribution Agreement in the event of a Funding Failure (as defined in the Contribution Agreement), AMID may be required to pay a reverse termination fee in an amount up to $17 million.

Merger Agreement. On October 31, 2017, we and our General Partner entered into the Merger Agreement with AMID and AMID GP. At the effective time of the Merger, each common unit of the Partnership issued and outstanding or deemed issued and outstanding as of immediately prior to the effective time, will be converted into the right to receive 0.160 (the “Exchange Ratio”) of an AMID Common Unit, except for those common units held by affiliates of the Partnership and our General Partner, which will be cancelled for no consideration. Each of our common units, subordinated units and Class B Convertible Units held by Holdings, or any of its subsidiaries, issued and outstanding as of the effective time, will be canceled for no consideration in connection with the closing of the Merger. The incentive distributions rights held by our General Partner outstanding immediately prior to the effective time will be cancelled for no consideration in connection with the closing of the Merger.

Completion of the Merger is subject to the satisfaction of customary closing conditions, including (i) receipt of required regulatory approvals in connection with the Merger, including the expiration or termination of any applicable waiting period under the HSR Act and effectiveness of a registration statement on Form S-4 registering the AMID Common Units to be issued in connection with the Merger, (ii) the absence of certain legal impediments prohibiting the Merger Agreement and the transactions contemplated thereby, (iii) the closing of the Contribution in accordance with the terms of the Contribution Agreement and (iv) holders of at least a majority of our outstanding common units that are not held by our General Partner or its affiliates, holders of at least a majority of the outstanding subordinated units, voting as a class, and holders of at least a majority of the Class B Convertible Units, voting as a class, for the approval of the Merger Agreement and the transactions contemplated thereby.

The Merger Agreement contains customary termination rights for both the Partnership and AMID. The Merger Agreement further provides that, upon termination of the Merger Agreement, under certain specified circumstances, the Partnership may be required to reimburse AMID’s expenses, subject to certain limitations, up to $0.5 million (“AMID Expenses”) or to pay AMID a termination fee of $2.0 million less any previous AMID expenses reimbursed by the Partnership (the “Termination Fee”).

Letter Agreement. In connection with the Merger Agreement and Contribution Agreement, Holdings and the Partnership entered into a Letter Agreement (the “Letter Agreement”) providing that Holdings will reimburse the Partnership for all fees or expenses of the Partnership in connection with the Merger Agreement including (i) any fees or expenses of counsel, accountants, investment bankers and consultants retained by the Partnership or the conflicts committee of the Partnership, and (ii) the payment of any Termination Fee or the reimbursement of any AMID Expense, in each case, if the Merger has not closed and (a) the Merger Agreement is terminated because the Contribution Agreement has been terminated under certain specified circumstances or (b) the Merger Agreement is terminated without the prior approval of the conflicts committee of the Partnership under certain specified circumstances.

On November 28, 2017, AMID and the Partnership filed Notification and Report Forms with the Antitrust Division of the Department of Justice and the Federal Trade Commission. On December 8, 2017, AMID and the Partnership received early termination of the applicable waiting period under the HSR Act.

On January 11, 2018, AMID filed with the Securities Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (file no. 333-222501) that includes a Proxy Statement of the Partnership and a Prospectus of AMID (the “Proxy Statement”). The S-4 was declared effective by the SEC on February 12, 2018, and the Proxy Statement was mailed to unitholders of the Partnership on or about February 14, 2018.


32


On March 27, 2018, the Partnership held a special meeting of its unitholders (the “Special Meeting”) to consider and vote on proposals (i) to adopt and approve the Merger Agreement, and the transactions contemplated thereby, including the Merger, and (ii) to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executives officers of our General Partner in connection with the Merger. At the Special Meeting, our unitholders approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and approved the Merger related executive compensation.

At the Special Meeting, the SXE unitholders adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Merger. Approval of the proposal required the affirmative vote of holders of at least a majority of our Common Units, other than common units held by our General Partner or its affiliates (including without limitation Holdings or any of its subsidiaries) (the “Non-Affiliated Common Units”), holders of at least a majority of our subordinated units, and holders of at least a majority of our Class B Convertible Units outstanding as of the record date for the Special Meeting, voting as separate classes. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:
 
For
 
Against
 
Abstain
Non-Affiliated Common Units
14,184,984
 
628,882
 
70,317
Subordinated Units
12,213,713
 

 

Class B Convertible Units
18,656,071
 

 


At the Special Meeting, the SXE unitholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of our General Partner in connection with the Merger. Approval of the proposal required the affirmative vote of holders of at least a majority of our common units outstanding as of the record date for the Special Meeting. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:
 
For
 
Against
 
Abstain
Common Units
34,787,183
 
6,038,755
 
537,578

For additional information about the Merger Agreement with AMID, see our Proxy Statement.

Liquidity Consideration

On December 29, 2016, we entered into the fifth amendment (the “Fifth Amendment”) to the Third Amended and Restated Revolving Credit Agreement with Wells Fargo, N.A., UBS Securities LLC, Barclays Bank PLC and a syndicate of lenders (the "Third A&R Revolving Credit Agreement"), pursuant to which we received a full waiver for all defaults or events of default arising out of our failure to comply with the financial covenant to maintain a Consolidated Total Leverage Ratio (as defined in the Fifth Amendment) less than 5.00 to 1.00 for the quarter ended September 30, 2016.

Additionally, pursuant to the Fifth Amendment, (i) total aggregate commitments under the Third A&R Revolving Credit Agreement were reduced from $200 million to $135 million (then further reduced to $125 million on March 31, 2018) and the sublimit for letters of credit also was reduced from $75 million to $50 million (total aggregate commitments will be periodically further reduced through December 31, 2018 to $115 million); (ii) the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio (each as defined in the Fifth Amendment) financial covenants were suspended until the quarter ended March 31, 2019; and (iii) the Consolidated Interest Coverage Ratio (as defined in the Fifth Amendment) financial covenant requirement was reduced from 2.50 to 1.00 to 1.50 to 1.00 for all periods ending on or prior to December 31, 2018 (the “Ratio Compliance Date”). Prior to the Ratio Compliance Date, we will be required to maintain minimum levels of Consolidated EBITDA (as defined in the Fifth Amendment) on a quarterly basis and be subject to certain covenants and restrictions related to liquidity and capital expenditures. See Note 5 to our condensed consolidated financial statements.

In connection with the execution of the Fifth Amendment, on December 29, 2016, the Partnership entered into (i) an Investment Agreement (the "Investment Agreement") with Holdings and Wells Fargo Bank, N.A., (ii) a Backstop Agreement (the "Backstop Agreement") with Holdings, Wells Fargo Bank, N.A. and the Sponsors and (iii) a First Amendment to the equity cure contribution agreement (the "Equity Cure Contribution Amendment") with Holdings. Pursuant to the Equity Cure Contribution Amendment, on December 29, 2016, Holdings contributed $17.0 million to us in exchange for 11,486,486 common units. The proceeds of the $17.0 million contribution were used to pay down the outstanding balance under the Third A&R Revolving Credit Agreement and for general corporate purposes. On January 2, 2018, we notified Holdings that a Full Investment Trigger (as defined in the Investment Agreement) occurred on December 31, 2017. Pursuant to the Backstop

33


Agreement, on January 2, 2018, Holdings delivered a Backstop Demand (as defined in the Investment Agreement) for each Sponsor to fund their respective pro rata portions of the Sponsor Shortfall Amount (as defined in the Investment Agreemen
$15.0 million in accordance with the Backstop Agreement. As consideration for the amount provided directly to us by a Sponsor pursuant to the Backstop Agreement, we issued to the Sponsors senior unsecured notes of the Partnership in an aggregate principal amount of $15.0 million (each, an "Investment Note" and collectively, the “Investment Notes”). The Investment Notes mature on November 5, 2019 and bear interest at a rate of 12.5% per annum. Interest on the Investment Note shall be paid in kind (other than with respect to interest payable (i) on or after the maturity date, (ii) in connection with prepayment, or (iii) upon acceleration of the Investment Note, which shall be payable in cash); provided that all interest shall be payable in cash on or after December 31, 2018. The Investment Notes are the unsecured obligation of the Partnership subordinate in right of payment to any of our secured obligations under the Third A&R Revolving Credit Agreement.

Distribution Suspension

The board of directors of our General Partner (the “SXE GP Board”) suspended paying a quarterly distribution with respect to the fourth quarter of 2015, every quarter of 2016 and 2017 and the first quarter of 2018 to conserve any excess cash for the operation of our business. The SXE GP Board and our management believe this suspension to be in the best interest of our unitholders and will continue to evaluate our ability to reinstate the distribution in future periods. More importantly, we are restricted under the terms of the Fifth Amendment from paying a distribution until our Consolidated Total Leverage Ratio is below 5.0 and we are also restricted from paying such distribution under the terms of the Merger Agreement. See Notes 1 and 2 to our condensed consolidated financial statements.

Our Operations

Our integrated operations provide a full range of complementary services extending from wellhead to market, including gathering natural gas at the wellhead, treating natural gas to meet downstream pipeline and customer quality standards, processing natural gas to separate NGLs from natural gas, fractionating NGLs into the various components and selling or delivering pipeline quality natural gas, Y-grade and purity product NGLs to various industrial and energy markets as well as large pipeline systems. Through our network of pipelines, we connect supplies of natural gas to our customers, which include industrial, commercial and power generation customers and local distribution companies. All of our operations are managed as and presented in one reportable segment.

Our results are determined primarily by the volumes of natural gas we gather and process, the efficiency of our processing plants and NGL fractionation plant, the commercial terms of our contractual arrangements, natural gas and NGL prices and our operations and maintenance expense. We manage our business with the goal to maximize the gross operating margin we earn from contracts balanced against any risks we assume in our contracts. Our contracts vary in duration from one month to several years and the pricing under our contracts varies depending upon several factors, including our competitive position, our acceptance of risks associated with longer-term contracts and our desire to recoup over the term of the contract any capital expenditures that we are required to incur to provide service to our customers. We purchase, gather, process, treat, compress, transport and sell natural gas and purchase, fractionate, transport and sell NGLs. Contracts with a counterparty generally contain one or more of the following arrangements:

Fixed-Fee.  We receive a fixed-fee per unit of natural gas volume that we gather at the wellhead, process, treat, compress and/or transport for our customers, or we receive a fixed-fee per unit of NGL volume that we transport to fractionation. Some of our arrangements also provide for a fixed-fee for guaranteed transportation capacity on our systems.

Fixed-Spread.  Under these arrangements, we purchase natural gas and NGLs from producers or suppliers at receipt points on our systems at an index-based price plus or minus a fixed price differential and sell these volumes of natural gas and NGLs at delivery points off our systems at the same index-based price, plus or minus a fixed price differential. By entering into such back-to-back purchases and sales, we are able to mitigate our risk associated with changes in the general commodity price levels of natural gas and NGLs. We remain subject to variations in our fixed-spreads to the extent we are unable to precisely match volumes purchased and sold in a given time period or are unable to secure the supply or to produce or market the necessary volume of products at our anticipated differentials to the index price.

Commodity-Sensitive.  In exchange for our processing services, we may remit to a customer a percentage of the proceeds from our sales, or a percentage of the physical volume, of residue natural gas and/or NGLs that result from our natural gas processing, or we may purchase NGLs from customers at set fixed NGL recoveries and retain the balance of the proceeds or physical commodity for our own account. These arrangements are generally combined with fixed-fee and fixed-spread arrangements for processing services and, therefore, represent only a portion of a

34


processing contract's value. The revenues we receive from these arrangements directly correlate with fluctuating general commodity price levels of natural gas and NGLs and the volume of NGLs recovered relative to the fixed recovery obligations.

We assess gross operating margin opportunities across our integrated value stream so that processing margins may be supplemented by gathering and transportation fees and opportunities to sell residue gas and NGLs at fixed-spreads. Gross operating margin earned under fixed-fee and fixed-spread arrangements is related directly to the volume of natural gas that flows through our systems and is generally independent from general commodity price levels. A sustained decline in commodity prices could result in a decline in volumes entering our system and, thus, a decrease in gross operating margin for our fixed-fee and fixed-spread arrangements. For our gathering, transportation and other services agreements with Holdings (see Note 8 to our condensed consolidated financial statements), fee based revenue increases with no associated cost of natural gas and liquids sold. We enter into primarily fixed-fee and fixed-spread deals.

How We Evaluate Our Operations
 
Our management uses a variety of financial and operational metrics to analyze our liquidity. We view these metrics as important factors in evaluating our profitability and review these measurements on at least a quarterly basis for consistency and trend analysis. These performance metrics include (i) volume, (ii) operations and maintenance expense, (iii) Adjusted EBITDA and (iv) distributable cash flow.

Volume — We determine and analyze volumes by operating unit, but report overall volumes after elimination of intercompany deliveries. The volume of natural gas and NGLs on our systems depends on the level of production from natural gas wells connected to our systems and also from wells connected with other pipeline systems that are interconnected with our systems.
 
Operations and Maintenance Expense — Our management seeks to maximize the profitability of our operations in part by minimizing, to the extent appropriate, expenses directly tied to operating and maintaining our assets. Direct labor costs, insurance costs, ad valorem and property taxes, repair and non-capitalized maintenance costs, integrity management costs, utilities and contract services comprise the most significant portion of our operations and maintenance expense. These expenses are relatively stable and largely independent of volumes delivered through our systems, but may fluctuate depending on the activities performed during a specific period.
 
Adjusted EBITDA and Distributable Cash Flow — We believe that Adjusted EBITDA and distributable cash flow are widely accepted financial indicators of our liquidity and our ability to incur and service debt, fund capital expenditures and make distributions. Adjusted EBITDA and distributable cash flow are not measures calculated in accordance with GAAP.

We define Adjusted EBITDA as net income/loss, plus interest expense, income tax expense, depreciation and amortization expense, equity in losses of joint venture investments, certain non-cash charges (such as non-cash unit-based compensation, impairments, loss on extinguishment of debt and unrealized losses on derivative contracts), major litigation costs net of recoveries, transaction-related costs, revenue deferral adjustment, loss on sale of assets, severance expense and selected charges that are unusual or non-recurring; less interest income, income tax benefit, unrealized gains on derivative contracts, equity in earnings of joint venture investments, gain on sale of assets and selected gains that are unusual or non recurring. Adjusted EBITDA should not be considered an alternative to net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP.
Adjusted EBITDA is a key metric used in measuring our compliance with our financial covenants under our debt agreements and is used as a supplemental measure by our management and by external users of these financial statements, such as investors, commercial banks, research analysts and others, to assess:
the ability of our assets to generate cash sufficient to support our indebtedness and make future cash distributions;
operating performance and return on capital as compared to those of other companies in the midstream energy sector, without regard to financing or capital structure; and
the attractiveness of capital projects and acquisitions and the overall rates of return on investment opportunities.

We define distributable cash flow as Adjusted EBITDA, plus interest income and income tax benefit, less cash paid for interest, income tax expense and maintenance capital expenditures. We use distributable cash flow to analyze our liquidity. Distributable cash flow does not reflect changes in working capital balances.

35


Distributable cash flow is used to assess:
the ability of our assets to generate cash sufficient to support our indebtedness and make future cash distributions to our unitholders; and
the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.

Non-GAAP Financial Measures

Adjusted EBITDA and distributable cash flow are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition, results of operations and cash flows from operations. Net income and net cash provided by operating activities are the GAAP measures most directly comparable to Adjusted EBITDA. The GAAP measure most directly comparable to distributable cash flow is net cash provided by operating activities. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as an analytical tool because each excludes some but not all items that affect the most directly comparable GAAP financial measure. You should not consider Adjusted EBITDA or distributable cash flow in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility across industry lines.


36


Reconciliations of Non-GAAP Financial Measures

The following table presents reconciliations of net cash provided by operating activities to net loss, Adjusted EBITDA and distributable cash flow (in thousands): 
 
Three Months Ended March 31,
 
2018
 
2017
Net cash provided by (used in) operating activities
$
(915
)
 
$
190

Add (deduct):
 
 
 
Depreciation and amortization
(17,856
)
 
(17,850
)
Unit-based compensation
(65
)
 
(257
)
Amortization of deferred financing costs, original issuance discount and PIK interest
(1,275
)
 
(951
)
Gain on sale of assets

 
62

Unrealized gain on financial instruments
5

 
17

Equity in losses of joint venture investments
(3,136
)
 
(3,316
)
Impairment of assets

 
(649
)
Gain on insurance proceeds

 
1,508

Other, net
63

 
285

Changes in operating assets and liabilities:
 
 
 
Trade accounts receivable, including affiliates
(6,836
)
 
(11,257
)
Prepaid expenses and other current assets
7,225

 
630

Other non-current assets
65

 
(61
)
Accounts payable and accrued expenses, including affiliates
11,274

 
12,099

Other liabilities
(5,386
)
 
4,167

Net loss
$
(16,837
)

$
(15,383
)
Add (deduct):
 
 
 
Depreciation and amortization
$
17,856

 
$
17,850

Interest expense
10,010

 
9,103

Gain on insurance proceeds

 
(1,508
)
Impairment of assets

 
649

Gain on sale of assets

 
(62
)
Revenue deferral adjustment
(104
)
 
754

Unit-based compensation
65

 
257

Transaction-related costs
620

 

Equity in losses of joint venture investments
3,136

 
3,316

Severance expense

 
2,334

Expenses related to shut-down of Conroe processing plant and conversion of Gregory processing plant

 
294

Other, net
330

 
414

Adjusted EBITDA
$
15,076

 
$
18,018

Cash paid for interest
(9,158
)
 
(8,419
)
Maintenance capital expenditures
(885
)
 
(680
)
Distributable cash flow
$
5,033

 
$
8,919



37


Results of Operations
 
The following table summarizes our results of operations (in thousands, except operating data):
 
Three Months Ended March 31,
 
2018
 
2017
Revenues:
 
 
 
Revenues
$
103,861

 
$
114,387

Revenues - affiliates
52,769

 
40,771

Total revenues
156,630

 
155,158

Expenses:
 
 
 
Cost of natural gas and liquids sold
123,517

 
118,691

Operations and maintenance
13,973

 
14,306

Depreciation and amortization
17,856

 
17,850

General and administrative
4,975

 
8,196

Impairment of assets

 
649

Gain on sale of assets

 
(62
)
Total expenses
160,321

 
159,630

 
 
 
 
Loss from operations
(3,691
)
 
(4,472
)
Other income (expense):
 
 
 
Equity in losses of joint venture investments
(3,136
)
 
(3,316
)
Interest expense
(10,010
)
 
(9,103
)
Gain on insurance proceeds

 
1,508

Total other expense
(13,146
)
 
(10,911
)
Loss before income tax benefit (expense)
(16,837
)
 
(15,383
)
Income tax benefit (expense)

 

Net loss
$
(16,837
)
 
$
(15,383
)
 
 
 
 
Other financial data:
 
 
 
Adjusted EBITDA
$
15,076

 
$
18,018

 
 
 
 
Maintenance capital expenditures
$
885

 
$
680

Growth capital expenditures
$
2,538

 
$
6,873

 
 
 
 
Operating data:
 
 
 
Average volume of processed gas (MMcf/d)
234

 
256

Average volume of NGLs produced (Bbls/d)
28,524

 
31,230

Average daily throughput Mississippi/Alabama (MMcf/d)
198

 
168

 
 
 
 
Realized prices on natural gas volumes ($/Mcf)
$
3.26

 
$
3.13

Realized prices on NGL volumes ($/gal)
0.53

 
0.68



38



Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

Volume and overview.  Processed gas volumes decreased 22 MMcf/d, or 9%, to 234 MMcf/d during the three months ended March 31, 2018, compared to 256 MMcf/d during the three months ended March 31, 2017. This decrease in processed gas volumes is due primarily to record cold temperatures in in January 2018 and lower volumes from producers in our dry-gas areas of South Texas. The decrease is offset partially by higher volumes from producers in our rich-gas areas of South Texas, including Karnes, Frio and LaSalle counties.

NGLs produced at our processing plants for the three months ended March 31, 2018 averaged 28,524 Bbls/d, a decrease of 9%, or 2,706 Bbls/d, compared to 31,230 Bbls/d for the three months ended March 31, 2017. The decrease in NGLs produced is due primarily to a decline in processed gas volumes offset partially by higher ethane recoveries at our processing plants.
 
Revenues.  Our total revenues for the three months ended March 31, 2018 increased $1.4 million, or 1%, to $156.6 million from $155.2 million for the three months ended March 31, 2017. This increase was due primarily to an increase in realized prices in natural gas, offset partially by a reduction in processed gas volumes.
 
Cost of natural gas and NGLs sold.  Our cost of natural gas and NGLs sold for the three months ended March 31, 2018 was $123.5 million, compared to $118.7 million for the three months ended March 31, 2017. This increase of $4.8 million, or 4%, was due primarily to higher natural gas prices compared to the same period in 2017.
 
Operations and maintenance expenses.  Operations and maintenance expenses for the three months ended March 31, 2018 were $14.0 million, compared to $14.3 million for the three months ended March 31, 2017 for a decrease of $0.3 million, or 2%. This decrease was due primarily to improved operating efficiencies at our facilities and lower variable expenses due to lower volumes.
 
General and administrative expenses.  General and administrative expenses for the three months ended March 31, 2018 were $5.0 million, compared to $8.2 million for the three months ended March 31, 2017. This decrease of $3.2 million, or 39%, is due primarily to severance expense of $2.3 million during the three months ended March 31, 2017 and $1.5 million of cost-saving initiatives, partially offset by transaction-related expenses of $0.6 million during the three months ended March 31, 2018.
 
Depreciation and amortization expenses.  Depreciation and amortization expense for the three months ended March 31, 2018 was $17.9 million, compared to $17.9 million for the three months ended March 31, 2017.
 
Equity in losses of joint venture investments.  Our share of losses incurred by joint venture investments was $3.1 million for the three months ended March 31, 2018 and $3.3 million for the three months ended March 31, 2017. We pay our
proportionate share of the joint ventures’ operating costs, excluding depreciation and amortization, through lease capacity
payments. As a result, our share of the joint ventures’ losses is related primarily to the joint ventures’ depreciation and
amortization.

Interest expense.  For the three months ended March 31, 2018, interest expense was $10.0 million, compared to $9.1 million for the three months ended March 31, 2017. This increase of $0.9 million was due primarily to higher interest rates on borrowings.

Liquidity and Capital Resources
 
Sources of Liquidity
 
Our primary sources of liquidity are cash generated from operations, cash raised through issuances of additional debt securities and borrowings under our Senior Credit Facilities (as defined in Note 5 to our condensed consolidated financial statements). Our primary cash requirements consist of operating and maintenance and general and administrative expenses, growth and maintenance capital expenditures to sustain existing operations or generate additional revenues, interest payments on outstanding debt and purchases and construction of new assets.

We expect to fund short-term cash requirements, such as operating and maintenance and general and administrative expenses and maintenance capital expenditures, primarily through operating cash flows. We expect to fund long-term cash

39


requirements through several sources, including operating cash flows and borrowings under our Senior Credit Facilities. See Notes 1 and 5 to our condensed consolidated financial statements.

Our future cash flow will be materially adversely affected if the prices for natural gas, NGL and crude oil continue to affect the drilling for oil or natural gas in our primary operating area, the Eagle Ford Shale. See Note 1 to our condensed consolidated financial statements. The majority of our revenue is derived from fixed-fee and fixed-spread contracts, which have limited direct exposure to commodity price levels since we are paid based on the volumes of natural gas that we gather, process, treat, compress and transport and the volumes of NGLs we fractionate and transport, rather than being paid based on the value of the underlying natural gas or NGLs. In addition, a portion of our contract portfolio contains minimum volume commitment arrangements. The majority of our volumes are dependent upon the level of producer drilling activity. We remain focused on our efforts to improve future liquidity, and continue our cost-saving efforts to lower our operating and general and administrative cost structure. Additionally, we have explored various strategic options resulting in the execution of the Merger Agreement and Contribution Agreement.

On December 29, 2016, we entered into the Fifth Amendment, pursuant to which we received a full waiver for all defaults or events of default arising out of our failure to comply with the financial covenant to maintain a Consolidated Total Leverage Ratio less than 5.00 to 1.00 for the quarter ended September 30, 2016. In addition, until such time as our Consolidated Total Leverage Ratio is less than or equal to 5.00 to 1.00, we will be required to repay any outstanding borrowings under the Credit Facility in an amount equal to 50% of our Excess Cash Flow (as defined in the Fifth Amendment). As of March 31, 2018, our Consolidated Total Leverage Ratio was 8.64 to 1.0.

Additionally, pursuant to the Fifth Amendment, (i) the total aggregate commitments under the Third A&R Revolving Credit Agreement were reduced from $200 million to $125 million (then further reduced to $120 million on June 30, 2018) and the sublimit for letters of credit was also reduced from $75 million to $50 million (total aggregate commitments will be periodically reduced further through December 31, 2018); (ii) the Consolidated Total Leverage Ratio and Consolidated Senior Secured Leverage Ratio (each as defined in the Fifth Amendment) financial covenants were suspended until the quarter ended March 31, 2019; and (iii) the Consolidated Interest Coverage Ratio (as defined in the Fifth Amendment) financial covenant requirement was reduced from 2.50 to 1.00 to 1.50 to 1.00 for all periods ending on or prior to December 31, 2018. Prior to the Ratio Compliance Date, we will be required to maintain minimum levels of Consolidated EBITDA on a quarterly basis and be subject to certain covenants and restrictions related to liquidity and capital expenditures. See Notes 1 and 5 to our condensed consolidated financial statements.

On January 22, 2018, in connection with the Investment Agreement and the Backstop Agreement, the Sponsors provided us $15.0 million in exchange for the Investment Notes. See Note 2 to our condensed consolidated financial statements.

As of May 7, 2018, we had $530.8 million in outstanding borrowings under our Senior Credit Facilities (as defined in Note 5 to our condensed consolidated financial statements) and $15.3 million in Investment Notes, which includes $0.3 million of paid-in-kind (“PIK”) interest. Under our five-year $200 million revolving credit facility due August 2019 (the “Credit Facility”), pursuant to our Third A&R Revolving Credit Agreement, we have the ability to borrow up to $125.0 million less any letters of credit amounts outstanding, which as of May 7, 2018 provided us access to $16.8 million.

Capital expenditures.  Our business is capital-intensive, requiring significant investment to maintain and upgrade existing operations. Our capital requirements have consisted primarily of and will continue to include:
growth capital expenditures, which are capital expenditures to expand or increase the efficiency of the existing operating capacity of our assets. Growth capital expenditures include expenditures that facilitate an increase in volumes within our operations, but exclude expenditures for acquisitions; and
maintenance capital expenditures, which are capital expenditures that are not considered growth capital expenditures.
 
The following table summarizes our capital expenditures (in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
Maintenance capital expenditures
$
885

 
$
680

Growth capital expenditures
2,538

 
6,873

Capital expenditures
$
3,423

 
$
7,553



40


Our growth capital expenditures during the three months ended March 31, 2018 primarily related to projects to connect new production or y-grade supply to our assets. Our growth capital expenditures during the three months ended March 31, 2017, primarily relate to the installation of a new gas gathering pipeline in Mississippi which is used to gather incremental wellhead supply to sell to our end use markets in the area.

Outlook. Cash flow is affected by a number of factors, some of which we cannot control. These factors include prices and demand for our services, operational risks, volatility in commodity prices or interest rates, industry and economic conditions, conditions in the financial markets and other factors.

Our ability to benefit from growth projects to accommodate producer drilling activity and the associated need for infrastructure assets and services is subject to operational risks and uncertainties such as the uncertainty inherent in some of the assumptions underlying design specifications for new, modified or expanded facilities. These risks also impact third party service providers and their facilities. Delays or under-performance of our facilities or third party facilities may adversely affect our ability to generate cash from operations and comply with our obligations, including the covenants under our debt instruments. In other cases, actual production delivered may fall below volume estimates that we relied upon in deciding to pursue an acquisition or other growth project. Future cash flow and our ability to comply with our debt covenants would likewise be affected adversely if we continue to experience declining volumes over a sustained period and/or unfavorable commodity prices.

We continue to face a challenging corporate capital structure with substantial financial leverage and we remain focused on our overall profitability, including managing Partnership-wide, cost-savings initiatives.

During management's ongoing assessment of the Partnership's financial forecast, the board of directors of Southcross Holdings GP, LLC (the “Holdings GP Board”) and the SXE GP Board, together with our management, determined that in our current corporate capital structure and absent continued access to equity cures from our Sponsors or a significant equity infusion from a third party, which the Partnership may not be able to obtain, or absent additional amendments to its Third A&R Revolving Credit Agreement or waivers of the March 31, 2019 requirement to comply with the Consolidated Total Leverage Ratio (as defined in the Fifth Amendment), the Partnership will not be able to comply with such financial covenant, which will trigger an event of default under the Senior Credit Facilities (as defined in the Note 5 to our condensed consolidated financial statements). As a result of the Partnership’s expected inability to comply with its financial covenants twelve months from the issuance of this Form 10-Q, management has determined that there are conditions and events that raise substantial doubt about the Partnership’s ability to continue as a going concern.

If the Partnership's independent registered public accounting firm reports in a subsequent audit report the existence of substantial doubt regarding the Partnership's ability to continue as a going concern, this would lead to an event of default under the Senior Credit Facilities which, in turn, would trigger a cross default of Southcross Holdings Borrowers’ credit facilities. Such events of default, if not cured, would allow the lenders under each of these borrowing arrangements to accelerate the maturity of the debt, making it due and payable immediately.

As a condition to the closing of the Merger, AMID is required to repay all of the outstanding debt of the Partnership and Holdings. Upon completion of the Merger and the payoff of such debt, the conditions and events that have caused the existence of substantial doubt described above will be eliminated. Should the Merger Agreement not close, management plans to pursue all available options to generate liquidity and maintain compliance with the Partnership’s financial covenants and other commitments including refinancing its indebtedness and negotiating with its lenders for more favorable terms. Management cannot reasonably assure that it will be effective in implementing any such strategy, and consequently, has concluded that substantial doubt exists regarding SXE’s ability to continue as a going concern.

Cash Flows
 
The following table provides a summary of our cash flows by category (in thousands): 
 
Three Months Ended March 31,
 
2018
 
2017
Net cash provided by (used in) operating activities
$
(915
)
 
$
190

Net cash used in investing activities
(3,406
)
 
(5,073
)
Net cash provided by (used in) financing activities
2,116

 
(11,902
)
 

41


Operating cash flows — Net cash used in operating activities was $0.9 million for the three months ended March 31, 2018, compared to cash provided by operating activities of $0.2 million for the three months ended March 31, 2017. The decrease in cash from operating activities of $1.1 million was due primarily to higher settlements of affiliated accounts receivable during the three months ended March 31, 2017 compared to the three months ended March 31, 2018.

Investing cash flows — Net cash used in investing activities for the three months ended March 31, 2018 was $3.4 million, compared to net cash used in investing activities of $5.1 million for the three months ended March 31, 2017. The decrease of $1.7 million used in investing activities during three months ended March 31, 2018 was due primarily to lower capital expenditures of $3.4 million as compared to $7.6 million during the three months ended March 31, 2017, offset by $2.0 million of insurance proceeds from property damage claims during the three months ended March 31, 2017.
 
Financing cash flows — Net cash provided by financing activities for the three months ended March 31, 2018 was $2.1 million, compared to net cash used in financing activities of $11.9 million for the three months ended March 31, 2017. The increase of cash provided by financing activities of $14.0 million was due primarily to the $15.0 million of borrowings provided by the Sponsors in exchange for the Investment Notes during the three months ended March 31, 2018, partially offset by $0.8 million of additional paydowns on our Term Loan and Credit Facility during the three months ended March 31, 2018.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet financing arrangements.