AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 5/11/2015
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2015
May 8, 2015
Dec. 31, 2014
Document Information [Line Items]
 
 
 
Entity Registrant Name
American Midstream Partners, LP 
 
 
Entity Central Index Key
0001513965 
 
 
Document Type
10-Q 
 
 
Document Period End Date
Mar. 31, 2015 
 
 
Amendment Flag
false 
 
 
Document Fiscal Year Focus
2015 
 
 
Document Fiscal Period Focus
Q1 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
22,757,477 
 
Series A convertible preferred, units, outstanding
7,052,000 
7,052,207 
5,745,000 
Series B [Member]
 
 
 
Document Information [Line Items]
 
 
 
Limited partners/ Series B, units outstanding
 
1,277,772 
1,255,000 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Current assets
 
 
Cash and cash equivalents
$ 0 
$ 499 
Accounts receivable
8,341 
4,924 
Unbilled revenue
21,104 
24,619 
Risk management assets
455 
688 
Other current assets
8,181 
15,554 
Current deferred tax assets
5,382 
3,086 
Total current assets
43,463 
49,370 
Property, plant and equipment, net
606,751 
582,182 
Goodwill
142,053 
142,236 
Intangible assets, net
104,692 
106,306 
Investment in unconsolidated affiliates
21,419 
22,252 
Other assets, net
14,267 
14,298 
Total assets
932,645 
916,644 
Current liabilities
 
 
Accounts payable
18,830 
20,326 
Accrued gas purchases
11,278 
14,326 
Accrued expenses and other current liabilities
21,284 
25,800 
Current portion of long-term debt
1,833 
2,908 
Risk management liabilities
168 
215 
Total current liabilities
53,393 
63,575 
Asset retirement obligations
34,762 
34,645 
Other liabilities
212 
126 
Long-term debt
386,850 
372,950 
Deferred tax liabilities
10,652 
8,199 
Total liabilities
485,869 
479,495 
Series A convertible preferred units (7,052 thousand and 5,745 thousand units issued and outstanding as of March 31, 2015 and December 31, 2014, respectively)
131,376 
107,965 
Equity and partners' capital
 
 
General Partner Interests (392 thousand units issued and outstanding as of March 31, 2015 and December 31, 2014)
(4,528)
(2,450)
Accumulated other comprehensive income (loss)
(9)
2 
Total partners’ capital
310,706 
324,467 
Noncontrolling interests
4,694 
4,717 
Total equity and partners' capital
315,400 
329,184 
Total liabilities, equity and partners' capital
932,645 
916,644 
Limited Partner Common Units [Member]
 
 
Equity and partners' capital
 
 
Limited Partner Interests (22,754 thousand and 22,670 thousand units issued and outstanding as of March 31, 2015 and December 31, 2014, respectively)
282,603 
294,695 
Limited Partner Series B Convertible Units [Member]
 
 
Equity and partners' capital
 
 
Limited Partner Interests (22,754 thousand and 22,670 thousand units issued and outstanding as of March 31, 2015 and December 31, 2014, respectively)
$ 32,640 
$ 32,220 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited)
Mar. 31, 2015
Dec. 31, 2014
Statement of Financial Position [Abstract]
 
 
Series A convertible preferred, units, issued
7,052,000 
5,745,000 
Series A convertible preferred, units, outstanding
7,052,000 
5,745,000 
General partner interest, units issued
392,000 
392,000 
General partner interest units,outstanding
392,000 
392,000 
Limited Partner Series B Convertible Units [Member]
 
 
Statement of Financial Position [Abstract]
 
 
Limited partners/ Series B, units issued
1,278,000 
1,255,000 
Limited partners/ Series B, units outstanding
1,278,000 
1,255,000 
Limited Partner Common Units [Member]
 
 
Statement of Financial Position [Abstract]
 
 
Limited partners/ Series B, units issued
22,754,000 
22,670,000 
Limited partners/ Series B, units outstanding
22,754,000 
22,670,000 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Revenue
$ 64,462 
$ 80,368 
Gain (loss) on commodity derivatives, net
147 
(130)
Total revenue
64,609 
80,238 
Operating expenses:
 
 
Purchases of natural gas, NGLs and condensate
28,978 
55,221 
Direct operating expenses
13,867 
8,961 
Selling, general and administrative expenses
6,935 
5,593 
Equity compensation expense
1,698 
360 
Depreciation, amortization and accretion expense
9,689 
7,632 
Total operating expenses
61,167 
77,767 
Gain (loss) on sale of assets, net
(8)
(21)
Operating income (loss)
3,434 
2,450 
Interest expense
(2,610)
(1,903)
Earnings in unconsolidated affiliates
167 
0 
Net income (loss) before income tax (expense) benefit
991 
547 
Income tax (expense) benefit
(156)
11 
Net income (loss) from continuing operations
835 
558 
Income (loss) from discontinued operations, net of tax
5 
(50)
Net income (loss)
840 
508 
Net income (loss) attributable to noncontrolling interests
14 
108 
Net income (loss) attributable to the Partnership
826 
400 
General Partner's Interest in net income (loss)
10 
 
Limited Partners' Interest in net income (loss)
$ 816 
 
Distribution declared per common unit (a)
$ 0.4725 
$ 0.4525 
Net income (loss) from continuing operations available to limited partners
$ (0.19)
$ (0.32)
Loss from discontinued operations
$ 0.00 
$ 0.00 
Net loss
$ (0.19)
$ (0.32)
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
22,703 
9,846 
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Net income (loss)
$ 840 
$ 508 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
(11)
36 
Comprehensive income (loss)
829 
544 
Less: Comprehensive income (loss) attributable to noncontrolling interests
14 
108 
Comprehensive income (loss) attributable to Partnership
815 
436 
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
Net income (loss)
0 
0 
Noncontrolling Interest [Member]
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
0 
0 
Less: Comprehensive income (loss) attributable to noncontrolling interests
 
$ 108 
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Dec. 31, 2013
Partners' Capital
$ 310,706,000 
 
$ 324,467,000 
$ 73,839,000 
Net Income (Loss) Allocated to General Partners
10,000 
 
 
 
Net Income (Loss) Allocated to Limited Partners
816,000 
 
 
 
Net income (loss)
840,000 
508,000 
 
 
Net Income (Loss) Attributable to Parent
826,000 
400,000 
 
 
Less: Comprehensive income (loss) attributable to noncontrolling interests
14,000 
108,000 
 
 
Less: Comprehensive income attributable to noncontrolling interests
14,000 
 
 
 
LTIP vesting
 
128,000 
 
 
LTIP tax netting unit repurchase
(725,000)
(90,000)
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
(11,000)
36,000 
 
 
Partners' Capital
310,706,000 
 
324,467,000 
73,839,000 
Parent [Member]
 
 
 
 
Partners' Capital
310,706,000 
184,303,000 
 
 
Net Income (Loss) Attributable to Parent
826,000 
400,000 
 
 
Unitholder contributions
23,000 
1,276,000 
 
 
Unitholder distributions
(15,991,000)
(8,561,000)
 
 
Net distributions to noncontrolling interests
0 
0 
 
 
Acquisition of noncontrolling interests
 
21,000 
 
 
LTIP vesting
196,000 
 
 
 
LTIP tax netting unit repurchase
(725,000)
(90,000)
 
 
Equity based compensation
1,501,000 
328,000 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
(11,000)
36,000 
 
 
Issuance of common units, net of offering costs
 
86,926,000 
 
 
Partners' Capital
310,706,000 
184,303,000 
 
 
General Partner [Member]
 
 
 
 
Partners' Capital
(4,528,000)
(3,747,000)
(2,450,000)
2,696,000 
Net Income (Loss) Allocated to General Partners
10,000 
7,000 
 
 
Unitholder contributions
23,000 
1,276,000 
 
 
Unitholder distributions
(1,495,000)
(524,000)
 
 
Issuance and exercise of warrant
 
(7,164,000)
 
 
Net distributions to noncontrolling interests
0 
0 
 
 
LTIP vesting
(2,117,000)
(366,000)
 
 
LTIP tax netting unit repurchase
0 
0 
 
 
Equity based compensation
1,501,000 
328,000 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
0 
0 
 
 
Issuance of Series B units
0 
0 
 
 
Partners' Capital
(4,528,000)
(3,747,000)
(2,450,000)
2,696,000 
Limited Partner [Member]
 
 
 
 
Partners' Capital
282,603,000 
157,910,000 
294,695,000 
71,039,000 
Net Income (Loss) Allocated to Limited Partners
816,000 
393,000 
 
 
Unitholder contributions
0 
0 
 
 
Unitholder distributions
(14,496,000)
(8,037,000)
 
 
Issuance and exercise of warrant
 
(7,164,000)
 
 
Net distributions to noncontrolling interests
0 
0 
 
 
Acquisition of noncontrolling interests
 
21,000 
 
 
LTIP vesting
2,313,000 
494,000 
 
 
LTIP tax netting unit repurchase
(725,000)
(90,000)
 
 
Equity based compensation
0 
0 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
0 
0 
 
 
Issuance of common units, net of offering costs
 
86,926,000 
 
 
Issuance of Series B units
0 
0 
 
 
Partners' Capital
282,603,000 
157,910,000 
294,695,000 
71,039,000 
Series B [Member]
 
 
 
 
Partners' Capital
32,640,000 
30,000,000 
32,220,000 
0 
Net Income (Loss) Allocated to General Partners
 
0 
 
 
Net income (loss)
0 
0 
 
 
Unitholder contributions
0 
0 
 
 
Unitholder distributions
0 
0 
 
 
Net distributions to noncontrolling interests
0 
0 
 
 
LTIP vesting
0 
0 
 
 
LTIP tax netting unit repurchase
0 
0 
 
 
Equity based compensation
0 
0 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
0 
0 
 
 
Partners' Capital
32,640,000 
30,000,000 
32,220,000 
0 
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
 
 
Partners' Capital
(9,000)
140,000 
2,000 
104,000 
Net income (loss)
0 
0 
 
 
Unitholder contributions
0 
0 
 
 
Unitholder distributions
0 
0 
 
 
Net distributions to noncontrolling interests
0 
0 
 
 
LTIP vesting
0 
0 
 
 
LTIP tax netting unit repurchase
0 
0 
 
 
Equity based compensation
0 
0 
 
 
Partners' Capital
(9,000)
140,000 
2,000 
104,000 
Noncontrolling Interest [Member]
 
 
 
 
Partners' Capital
4,694,000 
4,609,000 
4,717,000 
4,628,000 
Less: Comprehensive income (loss) attributable to noncontrolling interests
 
108,000 
 
 
Unitholder contributions
0 
 
 
 
Net distributions to noncontrolling interests
37,000 
98,000 
 
 
Acquisition of noncontrolling interests
 
29,000 
 
 
LTIP vesting
0 
0 
 
 
LTIP tax netting unit repurchase
0 
0 
 
 
Equity based compensation
0 
0 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
0 
0 
 
 
Issuance of common units, net of offering costs
 
0 
 
 
Partners' Capital
4,694,000 
4,609,000 
4,717,000 
4,628,000 
Series B [Member]
 
 
 
 
Unitholder distributions
(420,000)
0 
 
 
Series B [Member] |
Parent [Member]
 
 
 
 
Issuance of Series B units
420,000 
30,000,000 
 
 
Series B [Member] |
Series B [Member]
 
 
 
 
Issuance of Series B units
420,000 
30,000,000 
 
 
Series B [Member] |
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
 
 
Issuance of Series B units
0 
0 
 
 
Series B [Member] |
Noncontrolling Interest [Member]
 
 
 
 
Issuance of Series B units
$ 0 
$ 0 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Net income (loss)
$ 840,000 
$ 508,000 
Depreciation, amortization and accretion expense
9,689,000 
7,632,000 
Amortization of deferred financing costs
338,000 
428,000 
Amortization of weather derivative premium
241,000 
284,000 
Unrealized (gain) loss on commodity derivatives, net
(55,000)
39,000 
Non-cash compensation
1,720,000 
360,000 
Postretirement expense (benefit)
8,000 
12,000 
(Gain) loss on sale of assets, net
(8,000)
0 
Deferred tax expense (benefit)
158,000 
(26,000)
Accounts receivable
(3,414,000)
(1,041,000)
Unbilled revenue
3,515,000 
(3,222,000)
Other current assets
917,000 
(2,374,000)
Other assets, net
49,000 
(15,000)
Accounts payable
(151,000)
(789,000)
Accrued gas purchases
(3,048,000)
1,416,000 
Accrued expenses and other current liabilities
(1,702,000)
263,000 
Asset retirement obligations
(83,000)
0 
Other liabilities
88,000 
79,000 
Net cash provided by operating activities
9,102,000 
3,554,000 
Cost of acquisitions, net of cash acquired
183,000 
(110,909,000)
Additions to property, plant and equipment
(38,922,000)
(3,928,000)
Proceeds from disposals of property, plant and equipment
2,800,000 
6,135,000 
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital
833,000 
0 
Restricted cash
6,450,000 
0 
Net cash used in investing activities
(28,656,000)
(108,702,000)
PartnersCapitalAccountPublicSaleOfUnitsNetOfOfferingCosts for Cash Flow Disclosure
(148,000)
86,926,000 
Unitholder contributions
0 
1,276,000 
Unitholder distributions
(12,159,000)
(5,379,000)
Issuance of Series A Units
20,000,000 
0 
Acquisition of noncontrolling interests
0 
(8,000)
Net distributions to noncontrolling interests
(37,000)
(98,000)
LTIP tax netting unit repurchase
(725,000)
(90,000)
Payment of deferred financing costs
(163,000)
(144,000)
Payments on other debt
(1,613,000)
(791,000)
Borrowings on other debt
0 
170,000 
Payments on long-term debt
(54,200,000)
(49,771,000)
Borrowings on long-term debt
68,100,000 
44,686,000 
Net cash provided by financing activities
19,055,000 
106,777,000 
Net increase (decrease) in cash and cash equivalents
(499,000)
1,629,000 
Beginning of period
499,000 
 
End of period
0 
2,022,000 
Interest payments, net
2,290,000 
1,781,000 
Increase (decrease) in accrued property, plant and equipment
3,678,000 
1,474,000 
Accrued paid in-kind unitholder distributions for Series A Units
3,411,000 
1,844,000 
In-kind unitholder distributions for Series B Units
420,000 
0 
Series B [Member]
 
 
Issuance of Series A Units
0 
30,000,000 
Noncontrolling Interest [Member]
 
 
LTIP tax netting unit repurchase
$ 0 
$ 0 
Organization and Basis of Presentation
Organization and Basis of Presentation
Organization and Basis of Presentation

General

American Midstream Partners, LP (the "Partnership", "we", "us", or "our"), was formed on August 20, 2009 as a Delaware limited partnership for the purpose of operating, developing and acquiring a diversified portfolio of midstream energy assets. The Partnership's general partner, American Midstream GP, LLC (the "General Partner"), is 95% owned by High Point Infrastructure Partners, LLC ("HPIP") and 5% owned by AIM Midstream Holdings, LLC. We hold our assets in a series of wholly owned limited liability companies, two limited partnerships and a corporation. Our capital accounts consist of notional general partner units and limited partner interests.

Nature of Business

We are engaged in the business of gathering, treating, processing, and transporting natural gas, fractionating NGLs and storing specialty chemical products through our ownership and operation of twelve gathering systems, five processing facilities, three fractionation facilities, four marine terminal sites, three interstate pipelines and five intrastate pipelines. We also own a 66.7% non-operating interest in Main Pass Oil Gathering, LP ("MPOG"), a crude oil gathering and processing system, a 46.0% non-operated interest in Mesquite, an off-spec condensate fractionation project, as well as a 50% undivided, non-operating interest in the Burns Point Plant, a natural gas processing plant. Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Maryland, Mississippi, North Dakota, Tennessee and Texas, provide critical infrastructure that links producer of natural gas, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets. We currently operate more than 3,000 miles of pipelines that gather and transport over 1 Bcf/d of natural gas and operate approximately 1.7 million barrels of storage capacity across four marine terminal sites.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from consolidated audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income (loss) for the period previously reported. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods.

The financial results for the three months ended March 31, 2014, have been reclassified to present an asset group previously presented as held for sale as held and used.

Our financial results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 (“Annual Report”) filed with the Securities and Exchange Commission on March 10, 2015.

Consolidation Policy

The accompanying condensed consolidated financial statements include accounts of American Midstream Partners, LP, and its controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements. We hold a 50% undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our condensed consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. As of March 31, 2015, we also hold a 92.2% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). Our condensed consolidated financial statements reflect the accounts of the Chatom System and the interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's condensed consolidated financial statements.

The Partnership accounts for its 66.7% non-operated interest in MPOG and its 46.0% non-operated interest in Mesquite under the equity method.

Use of Estimates

When preparing condensed consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions are made. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things i) estimating unbilled revenues, product purchases and operating and general and administrative costs, ii) developing fair value estimates, including assumptions for future cash flows and discount rates, iii) analyzing long-lived assets, goodwill and intangible assets for possible impairment, iv) estimating the useful lives of assets and v) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Acquisitions and Divestitures
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
Acquisitions and Divestitures

Costar Acquisition

On October 14, 2014, the Partnership acquired 100% of the membership interests of Costar Midstream, L.L.C. ("Costar") from Energy Spectrum Partners VI LP and Costar Midstream Energy, LLC, in exchange for $265.2 million in cash and 6.9 million of the Partnership's common units representing Limited Partner interests, or common units (the "Costar Acquisition"). Costar is an onshore gathering and processing company with its primary gathering, processing, fractionation, and off-spec condensate treating and stabilization assets in East Texas and the Permian basin, with a significant crude oil gathering system project under development in the Bakken oil play.

The Costar Acquisition was accounted for using the acquisition method of accounting and as a result, the aggregate purchase price was allocated to the assets acquired, liabilities assumed and a noncontrolling interest in a Costar subsidiary based on their respective fair values as of the acquisition date. The excess of the aggregate purchase price over the fair values of the assets acquired, liabilities assumed and the noncontrolling interest was classified as goodwill, which is attributable to future prospective customer agreements expected to be obtained as a result of the acquisition. Costar has been included in the Partnership’s Gathering and Processing Segment from the acquisition date.

The following table summarizes the fair value of consideration transferred to acquire Costar and the allocation of that amount to the assets acquired, liabilities assumed and the noncontrolling interest based upon their respective fair values as of the acquisition date (in thousands).

Fair value of consideration transferred:
 
Cash
$
265,201

Limited partner common units
147,296

Total fair value of consideration
$
412,497


Fair Value of assets acquired, liabilities assumed and noncontrolling interest:
 
Working capital
$
8,152

Property, plant and equipment:
 
Processing plants
$
48,357

Pipelines
128,799

Land
1,244

Buildings
682

Equipment
9,827

Construction in progress
16,146

Total property, plant and equipment
205,055

Investment in unconsolidated affiliate
11,884

Intangible assets:
 
Customer relationships
53,400

Dedicated acreage
32,000

Goodwill
102,225

Noncontrolling interest
(219
)
 
$
412,497



The fair value of the common units of $147.3 million differs from the amount determined using the market price of such units on the date of the acquisition as a result of restrictions which require the sellers to hold the units for specified periods of time. The fair value of limited partner units issued in the transaction was determined using an option pricing model and the following key assumptions: i) the closing unit market price on the day of the acquisition, ii) the contractual holding periods, iii) historical unit price volatility for the Partnership and its peers, and iv) a risk-free rate of return.

The fair value of property, plant and equipment was determined using both the cost and market approaches which required significant Level 3 inputs. Key assumptions included i) estimated replacement costs for individual assets or asset groups, ii) estimated remaining useful lives for the acquired assets, and iii) recent market transactions for similar assets. The fair value of intangible assets was determined using the income approach which also required significant Level 3 inputs. Key assumptions included i) estimated throughput volumes, ii) forward market prices for natural gas and NGLS as of the acquisition date, iii) estimated future operating and development cash flows, and iv) discount rates ranging from 11.0% to 16.0%.

The intangible assets acquired relate to existing customer relationships that Costar had at the time of the acquisition, as well as agreements with two producers under which Costar agreed to construct and operate gathering and processing facilities in exchange for the producers’ agreements to dedicate certain acreage and related production to those facilities. Working capital includes $11.2 million of accounts receivable, all of which were subsequently collected. During the first quarter of 2015, we reached final settlement of working capital amounts with the sellers, resulting in an adjustment to goodwill of $0.2 million.

Costar contributed revenue of $21.4 million and net income of $1.2 million for the three months ended March 31, 2015, attributable to the Partnership's Gathering and Processing segment.

Lavaca Acquisition

On January 31, 2014, the Partnership acquired approximately 120 miles of high- and low-pressure pipelines and associated facilities located in the Eagle Ford shale in Gonzales and Lavaca Counties, Texas from Penn Virginia Corporation (NYSE: PVA) ("PVA") for $104.4 million in cash (the "Lavaca Acquisition"). The Lavaca Acquisition was financed with proceeds from the Partnership's January 2014 equity offering and from the issuance of Series B Units to our General Partner.

The Lavaca Acquisition was accounted for using the acquisition method of accounting and, as a result, the purchase price was allocated to the assets acquired upon their respective fair values as of the acquisition date. The excess of the purchase price over the fair value of the assets acquired was classified as goodwill.

The following table summarizes the final allocation of the purchase price to the assets acquired based upon their respective fair values as of the acquisition date (in thousands):

Property, plant and equipment:
 
Land
$
2

Pipelines
58,737

Equipment
753

Total property, plant and equipment
59,492

Intangible assets
21,350

Goodwill
23,567

Total cash consideration
$
104,409



The fair value of property, plant and equipment was determined using the cost approach which required significant Level 3 inputs. Key assumptions included i) estimated replacement costs for individual assets or asset groups and ii) estimated remaining useful lives for the acquired assets. The fair value of intangible assets was determined using the income approach which also required significant Level 3 inputs. Key assumptions included i) estimated throughput volumes, ii) future operating and development cash flows, and iii) a discount rate of 10.5%.

The intangible assets acquired relate to a gas gathering agreement under which PVA has dedicated certain acreage and related production to the acquired facilities.

Lavaca contributed revenue of $6.0 million and net income of $2.2 million for the three months ended March 31, 2015, attributable to the Partnership's Gathering and Processing segment.

Other Acquisitions

Investment in Unconsolidated Affiliate

On August 11, 2014, the Partnership acquired a 66.7% non-operated interest in MPOG, an offshore oil gathering system, for a net purchase price of $12.0 million, which was financed with borrowings from the Partnership's credit facility. Although the Partnership owns a majority interest in MPOG, the ownership structure requires unanimous approval of all owners on decisions impacting the operation of the assets and any changes in ownership structure. Therefore, the Partnership's voting rights are not proportional to its obligation to absorb losses or receive returns. The Partnership accounts for its 66.7% interest using the equity method. The Partnership recorded $0.2 million in earnings from unconsolidated affiliate, and received cash distributions of $1.0 million for the three months ended March 31, 2015. The excess of the cash distributions received over the earnings recorded from MPOG is classified as a return of capital within the investing section of our consolidated statement of cash flows.

Williams Pipeline Acquisition

In the first quarter of 2014, the Partnership acquired natural gas pipeline facilities that are contiguous to and connect with our High Point System in our Transmission segment located in offshore Louisiana from Transcontinental Gas Pipe Line Company, LLC, a subsidiary of Williams Partners, LP for $6.5 million in cash. The acquisition was subject to FERC approval of the seller's application to abandon by sale to us the pipeline facilities and to permit the facilities to serve a gathering function, exempt from FERC's jurisdiction. The FERC granted approval of the application during the first quarter of 2014, and the purchase and sale agreement closed on March 14, 2014. The purchase price was allocated to pipelines using the income approach which required certain Level 3 inputs.

Madison Divestiture

On March 31, 2014, the Partnership completed the sale of certain gathering and processing assets in Madison County, Texas. We received $6.1 million in cash proceeds related to the sale.
Summary of Significant Accounting Policies
Significant Accounting Policies [Text Block] 
Recent Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance amends the requirements for reporting discontinued operations and requires expanded disclosures for individually significant components of an entity that either have been disposed of or are classified as held for sale, but do not qualify for discontinued operations reporting. Only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results will be reported as discontinued operations in the financial statements. ASU 2014-08 is effective for annual periods, and interim periods within those years, beginning on or after December 15, 2014 and is applied prospectively. Early adoption is permitted, but only for disposals or classifications as held for sale that have not been reported in financial statements previously issued or available for issuance. The update was adopted by the Partnership as of April 1, 2014 and did not have a material impact on its condensed consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods therein. The FASB voted to propose a deferral of the effective date by one year, but to permit entities to adopt the standard as of the original effective date. The Partnership is currently evaluating the method of adoption and impact this standard will have on its condensed consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis. This guidance amends the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Partnership is currently evaluating the potential impact this standard will have on its condensed consolidated financial statements and related disclosures.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, including interim periods therein, and is applied retrospectively. Early adoption is permitted for financial statements that have not been previously issued. At March 31, 2015, the Partnership had $10.5 million of deferred financing costs included in Other assets, net which would be reclassified as a reduction of long-term debt under the updated guidance.

In April 2015, the FASB issued ASU No. 2015-06, Earnings Per Share (Topic 260).  This guidance clarifies the process for updating historical earnings per unit disclosures when a drop-down transaction occurs between entities under common control.  Pursuant to the amendment, the previously reported earnings per unit measure presented in the historical financial statements would not change as a result of the dropdown transaction.  ASU 2015-06 is effective for annual reporting periods beginning after December 15, 2015, and for interim periods within those fiscal years.  Early adoption is permitted.  The Partnership has evaluated this guidance and determined it is consistent with our policy and historical presentation of earnings per unit.
Summary of Significant Accounting Policies 
Debt Obligations

Our outstanding borrowings under the credit facility were (in thousands):
 
March 31,
2015
 
December 31,
2014
Revolving credit facility
$
386,850

 
$
372,950

Other debt
1,833

 
2,908

Total debt
388,683

 
375,858

Less: current portion
1,833

 
2,908

Long-term debt
$
386,850

 
$
372,950



On September 5, 2014, the Partnership entered into an amended and restated credit agreement (the "Credit Agreement"), which provides for a maximum borrowing equal to $500.0 million, with the ability to further increase the borrowing capacity subject to lender approval. We can elect to have loans under our Credit Agreement bear interest either at a Eurodollar-based rate plus a margin ranging from 2.00% to 3.25% depending on our total leverage ratio then in effect, or a base rate which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, or (c) the Eurodollar Rate plus 1.00% plus a margin ranging from 1.00% to 2.25% depending on the total leverage ratio then in effect. We also pay a maximum commitment fee of 0.50% per annum on the undrawn portion of the revolving loan.

Our obligations under the Credit Agreement are secured by a first mortgage in favor of the lenders in the majority of our real property. Advances made under the Credit Agreement are guaranteed on a senior unsecured basis by certain of our subsidiaries (the “Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. The terms of the Credit Agreement include covenants that restrict our ability to make cash distributions and acquisitions in some circumstances. The remaining principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, which is September 5, 2019.

The Credit Agreement contains certain financial covenants, including the requirement that our indebtedness not exceed 4.75 times adjusted consolidated EBITDA (except for the current and subsequent two quarters after the consummation of a permitted acquisition, at which time the covenant is increased to 5.25 times adjusted Consolidated EBITDA) and a minimum interest coverage ratio test (not less than 2.50). The financial covenants in our Credit Agreement may limit the amount available to us for borrowing to less than $500.0 million. In addition to the financial covenants described above, the Credit Agreement also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events).

For the three months ended March 31, 2015 and 2014, the weighted average interest rate on borrowings under the Credit Agreement was approximately 2.37% and 4.40%, respectively.

As of March 31, 2015, our consolidated total leverage was 4.97 and our interest coverage ratio was 11.06, which were in compliance with the consolidated total leverage ratio and interest coverage ratio tests in accordance with the financial covenants required in the Credit Agreement. At March 31, 2015 and December 31, 2014, letters of credit outstanding under the Credit Agreement were $5.1 million and $1.6 million, respectively.

Other debt

Other debt represents insurance premium financing in the original amount of $3.3 million bearing interest at 3.95% per annum, which is repayable in equal monthly installments of approximately $0.4 million through the third quarter of 2015.
Discontinued Operations (Notes)
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations

The Partnership continues to classify the terminal asset in Salisbury, Maryland as held for sale as we are continuing negotiations for the sale of those assets, contingent upon the purchaser’s completion of due diligence. The net book value of the assets and liabilities attributable to the terminal asset comprise less than $0.1 million of Other current assets, $1.2 million of Other assets, net, and less than $0.1 million of Accrued expenses and other current liabilities as of March 31, 2015 and December 31, 2014.

We have classified these assets as discontinued operations within our condensed consolidated statement of operations. Accordingly, we reclassified and excluded the disposal group's results of operations from our results of continuing operations and reported the disposal group's results of operations as Income (loss) from discontinued operations, net of tax in our accompanying condensed consolidated statement of operations for all periods presented. We did not, however, elect to present separately the operating, investing and financing cash flows related to the disposal groups in our accompanying condensed consolidated statement of cash flows as this activity was immaterial for all periods presented. The following table presents the revenue, expense and gain (loss) from operations of disposal groups associated with the assets classified as held for sale for the three months ended March 31, 2015 and 2014 (in thousands, except per unit amounts):
 
Three months ended March 31,
 
2015
 
2014
Revenue
$
64

 
$
237

Expense
(55
)
 
(277
)
Loss on sale of assets
—

 
(22
)
Income tax benefit
(4
)
 
12

Income (loss) from operations of disposal groups, net of tax
$
5

 
$
(50
)
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$
—

 
$
—

Concentration of Credit Risk and Trade Accounts Receivable
Concentration Risk Disclosure [Text Block]
Concentration of Credit Risk and Trade Accounts Receivable

Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Maryland, Mississippi, North Dakota, Tennessee and Texas, provide critical infrastructure that links customers of natural gas, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets.  As a result of recent acquisitions and geographic diversification, we have reduced the concentration of trade receivable balances due from these customer groups, and as such reduced the concentration which may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. We maintain allowances for potentially uncollectible accounts receivable; however, for the three months ended March 31, 2015 and 2014, no allowances on or significant write-offs of accounts receivable were recorded.

The following table summarizes the percentage of revenue earned from those customers that accounted for 10% or more of the Partnership's consolidated revenue in its condensed consolidated statement of operations for each of the periods presented below:
 
Three months ended March 31,
 
2015
 
2014
Customer A
10
%
 
12
%
Customer B
—
%
 
30
%
Customer C
—
%
 
15
%
Other
90
%
 
43
%
Total
100
%
 
100
%
Other Current Assets (Notes)
Schedule of Other Current Assets
Other current assets consist of the following (in thousands):
 
March 31,
 
December 31,
 
2015
 
2014
Prepaid insurance
$
2,845

 
$
4,162

Restricted cash
25

 
6,475

Other current assets
5,311

 
4,917

 
$
8,181

 
$
15,554

Derivatives
Derivatives
Derivatives

Commodity Derivatives

To minimize the effect of commodity price changes and maintain our cash flow and the economics of our development plans, we enter into commodity hedge contracts from time to time. The terms of the contracts depend on various factors, including management's view of future commodity prices, economics on purchased assets and future financial commitments. This hedging program is designed to mitigate the effect of commodity price declines while allowing us to participate in some commodity price upside. Management regularly monitors the commodity markets and financial commitments to determine if, when, and at what level commodity hedging is appropriate in accordance with policies that are established by the board of directors of our General Partner. Currently, our commodity derivatives are in the form of swaps and collars. As of March 31, 2015, the aggregate notional volume of our commodity derivatives was 2.7 million gallons.

We enter into commodity contracts with multiple counterparties, and in some cases, may be required to post collateral with our counterparties in connection with our derivative positions. As of March 31, 2015, we were not required to post collateral with any counterparty. The counterparties are not required to post collateral with us in connection with their derivative positions. Netting agreements are in place that permit us to offset our commodity derivative asset and liability positions with our counterparties.

We did not designate any of our commodity derivatives as hedges for accounting purposes. As a result, our commodity derivatives are accounted for at fair value in our condensed consolidated balance sheets with changes in fair value recognized currently in earnings.

Interest Rate Swap

We entered into an interest rate swap to manage the impact of the interest rate risk associated with our credit facility, effectively converting a portion of the cash flows related to our long-term variable rate debt into fixed rate cash flows. As of March 31, 2015, the notional amount of our interest rate swap was $100.0 million. The interest rate swap was entered into with a single counterparty and we were not required to post collateral. The interest rate swap will expire August 1, 2015.

Weather Derivative

In the second quarter of 2014, we entered into a weather derivative to mitigate the impact of potential unfavorable weather to our operations under which we could receive payments totaling up to $10.0 million in the event that a hurricane or hurricanes of certain strength pass through the area as identified in the derivative agreement. The weather derivatives are accounted for using the intrinsic value method, under which the fair value of the contract was zero and any amounts received are recognized as gains during the period received. The weather derivatives were entered into with a single counterparty and we were not required to post collateral.

We paid premiums of $1.0 million in 2014, which are recorded as current Risk management assets on our condensed consolidated balance sheet and are being amortized to Direct operating expenses on a straight-line basis over the term of the contract of one year. Unamortized amounts associated with the weather derivatives were approximately $0.2 million as of March 31, 2015 and 2014.
As of March 31, 2015 and December 31, 2014, the value associated with our commodity derivatives, interest rate swap, and weather derivative were recorded in our condensed consolidated balance sheets, under the captions as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management Liabilities
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
March 31,
2015
 
December 31, 2014
 
March 31,
2015
 
December 31, 2014
 
March 31,
2015
 
December 31, 2014
Current
 
$
455

 
$
688

 
$
—

 
$
—

 
$
455

 
$
688

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
455

 
$
688

 
$
—

 
$
—

 
$
455

 
$
688

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(168
)
 
$
(215
)
 
$
(168
)
 
$
(215
)
Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total liabilities
 
$
—

 
$
—

 
$
(168
)
 
$
(215
)
 
$
(168
)
 
$
(215
)


For the three months ended March 31, 2015 and 2014, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated statements of operations, under the captions as follows (in thousands):
 
Three months ended March 31,
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
2015
 
 
 
Gain (loss) on commodity derivatives, net
$
139

 
$
8

Interest expense
(102
)
 
47

Direct operating expenses
(241
)
 
—

Total
$
(204
)
 
$
55

2014
 
 
 
Gain (loss) on commodity derivatives, net
$
(102
)
 
$
(28
)
Interest expense
(104
)
 
(11
)
Direct operating expenses
(284
)
 
—

Total
$
(490
)
 
$
(39
)
Fair Value Measurement
Fair Value Measurement
Fair Value Measurement

We believe the carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the short-term maturity of these instruments.

The recorded value of the amounts outstanding under the credit facility approximates its fair value, as interest rates are variable, based on prevailing market rates and the short-term nature of borrowings and repayments under the credit facility.

The fair value of all derivatives instruments is estimated using a market valuation methodology based upon forward commodity price curves, volatility curves as well as other relevant economic measures, if necessary. Discount factors may be utilized to extrapolate a forecast of future cash flows associated with long dated transactions or illiquid market points. The inputs are obtained from independent pricing services, and we have made no adjustments to the obtained prices.

We have consistently applied these valuation techniques in all periods presented and believe we have obtained the most accurate information available for the types of derivatives contracts held. We will recognize transfers between levels at the end of the reporting period in which the transfer occurred. There were no such transfers for the three months ended March 31, 2015 and 2014.

Fair Value of Financial Instruments

The following table sets forth by level within the fair value hierarchy, our commodity derivative instruments and interest rate swap, included as part of Risk management assets and Risk management liabilities within our condensed consolidated balance sheets, that were measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Asset (Liability)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
March 31, 2015
$
294

 
$
—

 
$
294

 
$
—

 
$
294

December 31, 2014
286

 
—

 
286

 
—

 
286

Interest rate swap
 
 
 
 
 
 
 
 
 
March 31, 2015
$
(168
)
 
$
—

 
$
(168
)
 
$
—

 
$
(168
)
December 31, 2014
(215
)
 
—

 
(215
)
 
—

 
(215
)


The unamortized portion of the premium paid to enter the weather derivative described in Note 7 "Derivatives" is included within Risk management assets on our condensed consolidated balance sheet but is not included as part of the above table as it is recorded at amortized carrying cost, not fair value.
Property, Plant and Equipment
Property, Plant and Equipment
Property, Plant and Equipment, Net

Property, plant and equipment, net, as of March 31, 2015 and December 31, 2014 were as follows (in thousands):
 
Useful Life
(in years)
 
March 31,
2015
 
December 31,
2014
Land
N/A
 
$
5,282

 
$
5,282

Construction in progress
N/A
 
101,263

 
77,550

Base gas
N/A
 
1,108

 
1,108

Buildings and improvements
4 to 40
 
7,252

 
6,855

Processing and treating plants
8 to 40
 
80,838

 
80,837

Pipelines
3 to 40
 
458,732

 
451,341

Compressors
4 to 20
 
25,403

 
24,548

Dock
20 to 40
 
8,072

 
8,072

Tanks, truck rack and piping
20 to 40
 
30,155

 
30,079

Equipment
8 to 20
 
8,860

 
8,855

Computer software
5
 
3,490

 
3,490

Total property, plant and equipment
 
 
730,455

 
698,017

Accumulated depreciation
 
 
(123,704
)
 
(115,835
)
Property, plant and equipment, net
 
 
$
606,751

 
$
582,182



Of the gross property, plant and equipment balances at March 31, 2015 and December 31, 2014, $102.8 million and $101.9 million, respectively, were related to AlaTenn, Midla and HPGT, our FERC regulated interstate and intrastate assets.

Capitalized interest was $0.2 million and $0.1 million for the three months ended March 31, 2015 and 2014, respectively.

Depreciation expense was $7.9 million and $6.5 million for the three months ended March 31, 2015 and 2014, respectively.
Goodwill and Intangible Assets, Net (Notes)
Goodwill and Intangible Assets, Net
Goodwill and Intangible Assets, Net

The carrying value of goodwill as of March 31, 2015 and December 31, 2014, was $142.1 million and $142.2 million, respectively. During the first quarter of 2015, we reached final settlement of working capital amounts associated with the Costar Acquisition, resulting in an adjustment to goodwill of $0.2 million. Goodwill as of March 31, 2015 consisted of $125.8 million and $16.3 million related to our Gathering and Processing and Terminal Segments, respectively. Goodwill as of December 31, 2014 consisted of $125.9 million and $16.3 million related to our Gathering and Processing and Terminal Segments, respectively.

The goodwill associated with our Gathering and Processing segment relates to the Costar and Lavaca Acquisitions and primarily represent strategic developmental locations to grow the business within the segment. The goodwill associated with our Terminal Segment was contributed to the Partnership as part of the Partnerships' acquisition of Blackwater Midstream Holdings LLC ("Blackwater") and other related subsidiaries from an affiliate of HPIP (the "Blackwater Acquisition"). Goodwill was recorded as a result of the excess of the investment by an affiliate of HPIP in Blackwater over the fair market value of the identifiable net assets and customer contracts acquired.

Intangible assets, net, consists of customer contracts, relationships and dedicated acreage agreements identified as part of the Costar Acquisition, Lavaca Acquisition and Blackwater Acquisition. These intangible assets have definite lives and are subject to amortization on a straight-line basis over their economic lives, currently ranging from 5 months to thirty years. Intangible assets, net, consist of the following (in thousands):

 
March 31,
 
December 31,
 
2015
 
2014
Gross carrying amount:
 
 
 
    Customer contracts
$
12,101

 
$
12,101

    Customer relationships
53,400

 
53,400

    Dedicated acreage
53,350

 
53,350

 
$
118,851

 
$
118,851

Accumulated amortization:
 
 
 
    Customer contracts
$
(11,636
)
 
$
(11,110
)
    Customer relationships
(1,197
)
 
(553
)
    Dedicated acreage
(1,326
)
 
(882
)
 
$
(14,159
)
 
$
(12,545
)
Net carrying amount:
 
 
 
    Customer contracts
$
465

 
$
991

    Customer relationships
52,203

 
52,847

    Dedicated acreage
52,024

 
52,468

 
$
104,692

 
$
106,306



For the three months ended March 31, 2015 and 2014, amortization expense on our intangible assets totaled $1.6 million and $0.7 million, respectively.
Accrued Expenses and Other Current Liabilities (Notes)
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were as follows (in thousands):
 
 
March 31,
 
December 31,
 
 
2015
 
2014
Accrued capital expenditures
 
$
15,403

 
$
17,134

Accrued expenses
 
1,249

 
7,036

Gas imbalances payable
 
967

 
1,069

Other
 
3,665

 
561

 
 
$
21,284

 
$
25,800

Debt Obligations
Debt Obligations
Debt Obligations

Our outstanding borrowings under the credit facility were (in thousands):
 
March 31,
2015
 
December 31,
2014
Revolving credit facility
$
386,850

 
$
372,950

Other debt
1,833

 
2,908

Total debt
388,683

 
375,858

Less: current portion
1,833

 
2,908

Long-term debt
$
386,850

 
$
372,950



On September 5, 2014, the Partnership entered into an amended and restated credit agreement (the "Credit Agreement"), which provides for a maximum borrowing equal to $500.0 million, with the ability to further increase the borrowing capacity subject to lender approval. We can elect to have loans under our Credit Agreement bear interest either at a Eurodollar-based rate plus a margin ranging from 2.00% to 3.25% depending on our total leverage ratio then in effect, or a base rate which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, or (c) the Eurodollar Rate plus 1.00% plus a margin ranging from 1.00% to 2.25% depending on the total leverage ratio then in effect. We also pay a maximum commitment fee of 0.50% per annum on the undrawn portion of the revolving loan.

Our obligations under the Credit Agreement are secured by a first mortgage in favor of the lenders in the majority of our real property. Advances made under the Credit Agreement are guaranteed on a senior unsecured basis by certain of our subsidiaries (the “Guarantors”). These guarantees are full and unconditional and joint and several among the Guarantors. The terms of the Credit Agreement include covenants that restrict our ability to make cash distributions and acquisitions in some circumstances. The remaining principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, which is September 5, 2019.

The Credit Agreement contains certain financial covenants, including the requirement that our indebtedness not exceed 4.75 times adjusted consolidated EBITDA (except for the current and subsequent two quarters after the consummation of a permitted acquisition, at which time the covenant is increased to 5.25 times adjusted Consolidated EBITDA) and a minimum interest coverage ratio test (not less than 2.50). The financial covenants in our Credit Agreement may limit the amount available to us for borrowing to less than $500.0 million. In addition to the financial covenants described above, the Credit Agreement also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events).

For the three months ended March 31, 2015 and 2014, the weighted average interest rate on borrowings under the Credit Agreement was approximately 2.37% and 4.40%, respectively.

As of March 31, 2015, our consolidated total leverage was 4.97 and our interest coverage ratio was 11.06, which were in compliance with the consolidated total leverage ratio and interest coverage ratio tests in accordance with the financial covenants required in the Credit Agreement. At March 31, 2015 and December 31, 2014, letters of credit outstanding under the Credit Agreement were $5.1 million and $1.6 million, respectively.

Other debt

Other debt represents insurance premium financing in the original amount of $3.3 million bearing interest at 3.95% per annum, which is repayable in equal monthly installments of approximately $0.4 million through the third quarter of 2015.
Partners' Capital
Partners' Capital
Partners’ Capital and Convertible Preferred Units

Our capital accounts are comprised of approximately 1.3% notional general partner interests and 98.7% limited partner interests. Our limited partners have limited rights of ownership as provided for under our partnership agreement and the right to participate in our distributions. Our General Partner manages our operations and participates in our distributions, including certain incentive distributions pursuant to the incentive distribution rights that are non-voting limited partner rights held by our General Partner.

Our General Partner holds and participates in the distribution of Series B Units with such distributions being made in cash or with paid-in-kind Series B Units at the election of the Partnership. The holders of Series B Units are entitled to vote along with the holders of Limited Partner common units and such units will automatically convert to Limited Partner common units on January 31, 2016.

HPIP holds and participates in the distribution of Series A-1 Units with such distributions being made in paid-in-kind Series A-1 Units, cash or a combination thereof, at the election of the board of directors of our General Partner through the distribution for the earlier of (a) the quarter ended March 31, 2016 or (b) the time in which the Series A-1 Units are converted into common units. The Series A-1 Units are entitled to vote along with Limited Partner common unitholders and such units are currently convertible to Limited Partner common units.

Series A-2 Units

On March 30, 2015, we entered into a Series A-2 Convertible Preferred Unit Purchase Agreement (the "Agreement") with Magnolia Infrastructure Partners, LLC (an affiliate of HPIP) pursuant to which the Partnership issued in a private placement newly-designated Series A-2 Units (the “Series A-2 Units”) representing limited partnership interests in the Partnership for approximately $20.0 million in aggregate proceeds. Under the Agreement, the Partnership has the ability to issue additional Series A-2 Units for up $25 million in aggregate proceeds. The Series A-2 Units will participate in distributions of the Partnership along with common units in a manner identical to the existing Series A Units, with such distributions being made in cash or with paid-in-kind Series A Units at the election of the Partnership (the Series A-1 Units and the Series A-2 Units are herein collectively referred to as the Series A Units). The Partnership has elected to pay Series A distributions using paid-in-kind Series A Units.

Equity Offerings

On January 29, 2014, the Partnership and certain of its affiliates entered into an underwriting agreement with Barclays Capital Inc. and UBS Securities LLC (the “Underwriters”), providing for the issuance and sale by the Partnership, and the purchase by the Underwriter, of 3,400,000 Limited Partner common units representing limited partner interests in the Partnership at a price to the public of $26.75 per common unit. The Partnership used the net proceeds of $86.9 million to fund a portion of the Lavaca Acquisition.

Issuance and Exercise of Warrant

Effective February 5, 2014, we issued to AIM Midstream Holdings, LLC a warrant to purchase up to 300,000 Limited Partner common units of the Partnership at an exercise price of $0.01 per common unit (the “Warrant”). The Warrant was exercised on February 21, 2014, resulting in the issuance of approximately 300,000 Limited Partner common units. The value of the Warrant of $7.2 million was determined based on the close price of $23.89 of the Limited Partner common units on the exercise date.

Equity Outstanding

The number of units outstanding as of March 31, 2015 and December 31, 2014, respectively, were as follows (in thousands):
 
March 31,
2015
 
December 31,
2014
Series A convertible preferred units
7,052

 
5,745

Series B convertible units
1,278

 
1,255

Limited Partner common units
22,754

 
22,670

General Partner units
392

 
392



Distributions

We made cash distributions as follows (in thousands):
 
Three months ended March 31,
 
2015
 
2014
Series A convertible preferred units
—

 
1,320

Limited Partner common units
10,713

 
4,897

General Partner units
158

 
72

General Partners' incentive distribution rights
1,288

 
410

 
$
12,159

 
$
6,699



The Partnership executed an amendment to its partnership agreement (the "Amendment"), which became effective March 30, 2015, related to its outstanding Series A Units. As a result of the Amendment, distributions on Series A Units will be made with paid-in-kind Series A Units, cash or a combination thereof, at the discretion of the board of directors of our General Partner, which began with the distribution for the three months ended June 30, 2014 and will continue through the distribution for the earlier of (a) the quarter ended March 31, 2016 or (b) the time in which the Series A-1 Units are converted into common units. At March 31, 2015, we have accrued $3.4 million for the paid-in-kind Series A Units. The distributions will be made in the second quarter of 2015.

Net Income (Loss) attributable to Limited Partner Units

Net income (loss) is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages, after giving effect to contractual distributions on Series A Units, declared distributions on the Series B Units, common units representing Limited Partner interests and to the General Partner units, including incentive distribution rights. Unvested unit-based payment awards that contain non-forfeitable rights to distributions (whether paid or unpaid) are classified as participating securities and are included in our computation of basic and diluted net income per limited partner unit. Basic and diluted net income (loss) per limited partner unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of outstanding limited partner units during the period. We determined basic and diluted net income (loss) per limited partner unit as follows, (in thousands, except per unit amounts):
 
Three months ended March 31,
 
2015
 
2014
Net income (loss) from continuing operations
$
835

 
$
558

Less: Net income (loss) attributable to noncontrolling interests
14

 
108

Net income (loss) from continuing operations attributable to the Partnership
821

 
450

Less:
 
 
 
Contractual distributions on Series A Units
3,411

 
3,182

Declared distributions on Series B Units
420

 
—

General partner's distribution
1,447

 
482

General partner's share in undistributed loss
(189
)
 
(106
)
Net income (loss) from continuing operations available to limited partners
(4,268
)
 
(3,108
)
Net income (loss) from operations of disposal groups, net of tax, available to limited partners
5

 
(50
)
Net income (loss) available to limited partners
$
(4,263
)
 
$
(3,158
)
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
22,703

 
9,846

 
 
 
 
Limited partners' net loss per common unit
 
 
 
Basic and diluted:
 
 
 
Loss from continuing operations
$
(0.19
)
 
$
(0.32
)
Loss from discontinued operations
—

 
—

Net loss
$
(0.19
)
 
$
(0.32
)
Long-Term Incentive Plan
Long-Term Incentive Plan
Long-Term Incentive Plan

Our General Partner manages our operations and activities and employs personnel who provide support to our operations. The board of directors of our General Partner provides grants awards under its long-term incentive plan (“LTIP”) for its employees, consultants and directors who perform services for it or its affiliates. At March 31, 2015 and December 31, 2014, 396,081 and 688,976 units, respectively, were available for future grant under the LTIP.

LTIP awards are subject to forfeiture until the vesting date. The LTIP is administered by the board of directors of our General Partner which, at its discretion, may elect to settle such vested phantom units with a number of units equivalent to the fair market value at the date of vesting in lieu of cash. Although our General Partner has the option to settle in cash upon the vesting of phantom units, our General Partner has not historically settled these awards in cash. Although other types of awards are contemplated under the LTIP, all currently outstanding awards are phantom units without distribution equivalent rights.

Generally, grants issued under the LTIP vest in increments of 25% on each grant date anniversary and do not contain any vesting other than continued employment requirements.

The following table summarizes changes in our unit-based awards during the three months ended March 31, 2015 indicated, in units:
 
 
Three months ended March 31, 2015
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
201,132

 
$
19.85

Granted
 
333,110

 
15.80

Forfeited
 
(1,043
)
 
15.04

Vested
 
(123,394
)
 
18.90

Outstanding at end of period
 
409,805

 
$
16.86



The fair value of our phantom units, which are subject to equity classification, is based on the fair value of our units at the grant date. Compensation costs related to these awards, including amortization, for the three months ended March 31, 2015 and 2014 were $1.7 million and $0.4 million, respectively, which are classified as Equity compensation expense in our condensed consolidated statements of operations and the non-cash portion in partners’ capital on our condensed consolidated balance sheets.

The total fair value of vested units at the time of vesting was $2.3 million and $0.6 million for the three months ended March 31, 2015 and 2014, respectively.

Equity compensation expense related to unvested awards not yet recognized at March 31, 2015 and 2014 was $6.6 million and $4.1 million, respectively, and the weighted average period over which this cost is expected to be recognized as of March 31, 2015 is approximately 3.4 years.
Income Tax (Notes)
Income Tax
Income Taxes

The Partnership is not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes on our income generally are borne by our unitholders through the allocation of taxable income. However, one of our subsidiaries, Blackwater Midstream Corp, is a taxable entity. Income tax expense for the three months ended March 31, 2015 was $0.2 million, resulting in an effective tax rate of 15.7%. For the three months ended March 31, 2014, income tax was a benefit of less than $0.1 million, resulting in an effective tax rate of 1.9%.

The effective tax rates for the three months ended March 31, 2015 and March 31, 2014, differ from the statutory rate primarily due to the portion of the Partnership's income and loss that is not subject to U. S. federal income taxes, as well as transactions between the Partnership and its taxable subsidiary that generate tax deductions for the taxable subsidiary, which are eliminated in the consolidation of Net income (loss) before income tax (expense) benefit.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies

Legal proceedings

We are not currently party to any pending litigation or governmental proceedings, other than ordinary routine litigation incidental to our business. While the ultimate impact of any proceedings cannot be predicted with certainly, our management believes that the resolution of any of our pending proceeds will not have a material adverse effect on our financial condition or results of operations.

Environmental matters

We are subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent to natural gas pipeline, NGL and crude pipelines and operations, as well as terminal operations and we could, at times, be subject to environmental cleanup and enforcement actions. We attempt to manage this environmental risk through appropriate environmental policies and practices to minimize any impact our operations may have on the environment.
Regulatory matters

On December 11, 2014, American Midstream (Midla), LLC ("Midla"), a subsidiary of the Partnership, filed a Stipulation and Agreement (the "Agreement") which resolved all of the outstanding issues between Midla and its customers regarding its interstate pipeline that traverses Louisiana and Mississippi owned and operated by Midla. The parties involved reached agreement in order to provide continued service to Midla’s customers while addressing safety concerns with the existing pipeline.

Midla and the parties agreed that Midla may retire the existing 1920s vintage pipeline and replace the existing natural gas service with a new pipeline from Winnsboro, Louisiana to Natchez, Mississippi (the “Midla-Natchez Line”) to serve existing residential, commercial, and industrial customers. Under the Agreement, customers not served by the new Midla-Natchez Line will be connected to other interstate or intrastate pipelines, other gas distribution systems, or offered conversion to propane service. The Agreement was approved by the FERC without modification on April 16, 2015, however, it is subject to final agreements and ongoing proceedings with the FERC. Under the Agreement Midla will execute long-term agreements to recover its investment in the Midla-Natchez Line.
Related-Party Transactions
Related-Party Transactions
Related-Party Transactions

Employees of our General Partner are assigned to work for us. Where directly attributable, the costs of all compensation, benefits expenses and employer expenses for these employees are charged directly by our General Partner to the Partnership, which, in turn, charges the appropriate subsidiary. Our General Partner does not record any profit or margin for the administrative and operational services charged to us. During the three months ended March 31, 2015, administrative and operational services expenses of $7.7 million were charged to us by our General Partner. During the three months ended March 31, 2014, administrative and operational services expenses of $5.0 million were charged to us by our General Partner. For the three months ended March 31, 2014, our General Partner incurred approximately $0.5 million of costs primarily associated with certain business development activities.

During the first quarter of 2015, the Partnership and an affiliate of HPIP entered into an arrangement under which the affiliate reimbursed the Partnership for right-of-ways purchased on the affiliates' behalf for approximately $2.8 million.

During the second quarter of 2014, the Partnership and an affiliate of its General Partner entered into a Management Service Fee arrangements under which the affiliate pays a monthly fee to reimburse the Partnership for administrative expenses incurred on the affiliates' behalf. During the three months ended March 31, 2015, the Partnership recognized $0.4 million in management fee income that has been recorded as a reduction to Selling, general and administrative expenses.
Reporting Segments
Reporting Segments
Reporting Segments

Our operations are located in the United States and are organized into three reporting segments: i) Gathering and Processing, ii) Transmission and iii) Terminals.

Gathering and Processing

Our Gathering and Processing segment provides “wellhead-to-market” services to producers of natural gas and oil, which include transporting raw natural gas from the wellhead through gathering systems, treating the raw natural gas, processing raw natural gas to separate the NGLs from the natural gas, fractionating NGLs, and selling or delivering pipeline-quality natural gas and NGLs to various markets and pipeline systems.

Transmission

Our Transmission segment transports and delivers natural gas from producing wells, receipt points or pipeline interconnects for shippers and other customers, which include local distribution companies, utilities and industrial, commercial and power generation customers.

Terminals

Our Terminals segment provides above-ground storage services at our marine terminals that support various commercial customers, including commodity brokers, refiners and chemical manufacturers to store a range of products, including petroleum products, distillates, chemicals and agricultural products.

These segments are monitored separately by management for performance and are consistent with the Partnership's internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Gross margin is the performance measure utilized by management to monitor the business of each segment.

The following tables set forth our segment information for the three months ended March 31, 2015 and 2014 (in thousands):
 
 
Three months ended March 31, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
48,449

 
$
11,748

 
$
4,265

 
$
64,462

Gain (loss) on commodity derivatives, net
147

 
—

 
—

 
147

Total revenue
48,596

 
11,748

 
4,265

 
64,609

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
27,319

 
1,659

 
—

 
28,978

Direct operating expenses
9,092

 
3,180

 
1,595

 
13,867

Selling, general and administrative expenses
 
 
 
 
 
 
6,935

Equity compensation expense
 
 
 
 
 
 
1,698

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,689

Total operating expenses
 
 
 
 
 
 
61,167

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(8
)
Interest expense
 
 
 
 
 
 
(2,610
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
167

Income tax benefit (expense)
 
 
 
 
 
 
(156
)
Gain (loss) from discontinued operations, net of tax
 
 
 
 
 
 
5

Net income (loss)
 
 
 
 
 
 
840

Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
14

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
826

 
 
 
 
 
 
 
 
Segment gross margin (a)
$
21,045

 
$
10,061

 
$
2,670

 
$
33,776


 
Three months ended March 31, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
51,625

 
$
25,129

 
$
3,614

 
$
80,368

Gain (loss) on commodity derivatives, net
(130
)
 
—

 
—

 
(130
)
Total revenue
51,495

 
25,129

 
3,614

 
80,238

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
41,121

 
14,100

 
—

 
55,221

Direct operating expenses
4,168

 
3,118

 
1,675

 
8,961

Selling, general and administrative expenses
 
 
 
 
 
 
5,593

Equity compensation expense
 
 
 
 
 
 
360

Depreciation, amortization and accretion expense
 
 
 
 
 
 
7,632

Total operating expenses
 
 
 
 
 
 
77,767

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(21
)
Interest expense
 
 
 
 
 
 
(1,903
)
Income tax benefit (expense)
 
 
 
 
 
 
11

Gain (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(50
)
Net income (loss)
 
 
 
 
 
 
508

Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
108

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
400

 
 
 
 
 
 
 
 
Segment gross margin (a)
$
10,128

 
$
11,014

 
$
1,939

 
$
23,081


 
March 31,
 
December 31,
 
2015
 
2014
Segment assets:
 
 
 
Gathering and Processing
$
686,158

 
$
686,395

Transmission
132,661

 
132,767

Terminals
78,752

 
71,180

Other (b)
35,074

 
26,302

Total assets
$
932,645

 
$
916,644


(a)
Segment gross margin for our Gathering and Processing segment consists of revenue and realized gains or (losses) on commodity derivatives less purchases of natural gas, NGLs and condensate and revenue from construction, operating and maintenance agreements (“COMA”). Segment gross margin for our Transmission segment consists of revenue, less purchases of natural gas and COMA. Segment gross margin for our Terminals segment consists of revenue, less direct operating expenses. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.
(b)
Other assets not allocable to segments consist of investment in unconsolidated affiliates, corporate leasehold improvements, and other assets.
Subsequent Events
Subsequent Events
Subsequent Events

GP Contribution

In connection with the issuance of the Series A-2 Units discussed in Note 13, we received proceeds of $0.3 million from our General Partner as consideration for 18,706 additional notional general partner units in April of 2015.

Distribution

On April 23, 2015, we announced a distribution of $0.4725 per unit for the quarter ended March 31, 2015, or $1.89 per unit on an annualized basis, payable on May 15, 2015 to unitholders of record on May 7, 2015.
Organization and Basis of Presentation (Policies)
Nature of Business 

Nature of Business

We are engaged in the business of gathering, treating, processing, and transporting natural gas, fractionating NGLs and storing specialty chemical products through our ownership and operation of twelve gathering systems, five processing facilities, three fractionation facilities, four marine terminal sites, three interstate pipelines and five intrastate pipelines. We also own a 66.7% non-operating interest in Main Pass Oil Gathering, LP ("MPOG"), a crude oil gathering and processing system, a 46.0% non-operated interest in Mesquite, an off-spec condensate fractionation project, as well as a 50% undivided, non-operating interest in the Burns Point Plant, a natural gas processing plant. Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Maryland, Mississippi, North Dakota, Tennessee and Texas, provide critical infrastructure that links producer of natural gas, NGLs, condensate and specialty chemicals to numerous intermediate and end-use markets. We currently operate more than 3,000 miles of pipelines that gather and transport over 1 Bcf/d of natural gas and operate approximately 1.7 million barrels of storage capacity across four marine terminal sites.

Basis of Presentation 
Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end balance sheet data was derived from consolidated audited financial statements but does not include disclosures required by GAAP for annual periods. We have made reclassifications to amounts reported in prior period condensed consolidated financial statements to conform to our current year presentation. These reclassifications did not have an impact on net income (loss) for the period previously reported. The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of financial position and results of operations for the respective interim periods.

The financial results for the three months ended March 31, 2014, have been reclassified to present an asset group previously presented as held for sale as held and used.

Our financial results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 (“Annual Report”) filed with the Securities and Exchange Commission on March 10, 2015.
Consolidation Policy 
Consolidation Policy

The accompanying condensed consolidated financial statements include accounts of American Midstream Partners, LP, and its controlled subsidiaries. All significant inter-company accounts and transactions have been eliminated in the preparation of the accompanying condensed consolidated financial statements. We hold a 50% undivided interest in the Burns Point gas processing facility in which we are responsible for our proportionate share of the costs and expenses of the facility. Our condensed consolidated financial statements reflect our proportionate share of the revenues, expenses, assets and liabilities of this undivided interest. As of March 31, 2015, we also hold a 92.2% undivided interest in the Chatom Processing and Fractionation facility (the "Chatom System"). Our condensed consolidated financial statements reflect the accounts of the Chatom System and the interests in the Chatom System held by non-affiliated working interest owners are reflected as noncontrolling interests in the Partnership's condensed consolidated financial statements.
Use of Estimates 
Use of Estimates

When preparing condensed consolidated financial statements in conformity with GAAP, management must make estimates and assumptions based on information available at the time. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities as of the date of the financial statements. Estimates and assumptions are based on information available at the time such estimates and assumptions are made. Adjustments made with respect to the use of these estimates and assumptions often relate to information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements. Estimates and assumptions are used in, among other things i) estimating unbilled revenues, product purchases and operating and general and administrative costs, ii) developing fair value estimates, including assumptions for future cash flows and discount rates, iii) analyzing long-lived assets, goodwill and intangible assets for possible impairment, iv) estimating the useful lives of assets and v) determining amounts to accrue for contingencies, guarantees and indemnifications. Actual results, therefore, could differ materially from estimated amounts.
Acquisitions and Divestitures (Tables)
Schedule of Business Acquisitions, by Acquisition [Table Text Block] 
The following table summarizes the fair value of consideration transferred to acquire Costar and the allocation of that amount to the assets acquired, liabilities assumed and the noncontrolling interest based upon their respective fair values as of the acquisition date (in thousands).

Fair value of consideration transferred:
 
Cash
$
265,201

Limited partner common units
147,296

Total fair value of consideration
$
412,497

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] 
Fair Value of assets acquired, liabilities assumed and noncontrolling interest:
 
Working capital
$
8,152

Property, plant and equipment:
 
Processing plants
$
48,357

Pipelines
128,799

Land
1,244

Buildings
682

Equipment
9,827

Construction in progress
16,146

Total property, plant and equipment
205,055

Investment in unconsolidated affiliate
11,884

Intangible assets:
 
Customer relationships
53,400

Dedicated acreage
32,000

Goodwill
102,225

Noncontrolling interest
(219
)
 
$
412,497

The following table summarizes the final allocation of the purchase price to the assets acquired based upon their respective fair values as of the acquisition date (in thousands):

Property, plant and equipment:
 
Land
$
2

Pipelines
58,737

Equipment
753

Total property, plant and equipment
59,492

Intangible assets
21,350

Goodwill
23,567

Total cash consideration
$
104,409

Discontinued Operations Operation of discontinued operations (Tables)
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]
The following table presents the revenue, expense and gain (loss) from operations of disposal groups associated with the assets classified as held for sale for the three months ended March 31, 2015 and 2014 (in thousands, except per unit amounts):
 
Three months ended March 31,
 
2015
 
2014
Revenue
$
64

 
$
237

Expense
(55
)
 
(277
)
Loss on sale of assets
—

 
(22
)
Income tax benefit
(4
)
 
12

Income (loss) from operations of disposal groups, net of tax
$
5

 
$
(50
)
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$
—

 
$
—

Concentration of Credit Risk and Trade Accounts Receivable (Tables)
Percentage of revenue earned from major customers
The following table summarizes the percentage of revenue earned from those customers that accounted for 10% or more of the Partnership's consolidated revenue in its condensed consolidated statement of operations for each of the periods presented below:
 
Three months ended March 31,
 
2015
 
2014
Customer A
10
%
 
12
%
Customer B
—
%
 
30
%
Customer C
—
%
 
15
%
Other
90
%
 
43
%
Total
100
%
 
100
%
Other Current Assets (Tables)
Other Current Assets
Other current assets consist of the following (in thousands):
 
March 31,
 
December 31,
 
2015
 
2014
Prepaid insurance
$
2,845

 
$
4,162

Restricted cash
25

 
6,475

Other current assets
5,311

 
4,917

 
$
8,181

 
$
15,554



Restricted cash of $6.5 million as of December 31, 2014 consisted of a cash-backed letter of credit related to Costar operations that the Partnership was contractually obligated to maintain after the Costar Acquisition. The Partnership was released of this obligation in January 2015. Other current assets primarily consist of natural gas imbalances and amounts due from related parties.
Derivatives (Tables)
Fair value associated with commodity derivative instruments 
As of March 31, 2015 and December 31, 2014, the value associated with our commodity derivatives, interest rate swap, and weather derivative were recorded in our condensed consolidated balance sheets, under the captions as follows (in thousands):
 
 
Gross Risk Management Assets
 
Gross Risk Management Liabilities
 
Net Risk Management Assets (Liabilities)
Balance Sheet Classification
 
March 31,
2015
 
December 31, 2014
 
March 31,
2015
 
December 31, 2014
 
March 31,
2015
 
December 31, 2014
Current
 
$
455

 
$
688

 
$
—

 
$
—

 
$
455

 
$
688

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
455

 
$
688

 
$
—

 
$
—

 
$
455

 
$
688

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
(168
)
 
$
(215
)
 
$
(168
)
 
$
(215
)
Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total liabilities
 
$
—

 
$
—

 
$
(168
)
 
$
(215
)
 
$
(168
)
 
$
(215
)
Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the three months ended March 31, 2015 and 2014, respectively, the realized and unrealized gains (losses) associated with our commodity derivatives, interest rate swap instrument and weather derivative were recorded in our condensed consolidated statements of operations, under the captions as follows (in thousands):
 
Three months ended March 31,
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
2015
 
 
 
Gain (loss) on commodity derivatives, net
$
139

 
$
8

Interest expense
(102
)
 
47

Direct operating expenses
(241
)
 
—

Total
$
(204
)
 
$
55

2014
 
 
 
Gain (loss) on commodity derivatives, net
$
(102
)
 
$
(28
)
Interest expense
(104
)
 
(11
)
Direct operating expenses
(284
)
 
—

Total
$
(490
)
 
$
(39
)
Fair Value Measurement (Tables)
Fair value of financial instruments
Fair Value of Financial Instruments

The following table sets forth by level within the fair value hierarchy, our commodity derivative instruments and interest rate swap, included as part of Risk management assets and Risk management liabilities within our condensed consolidated balance sheets, that were measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Asset (Liability)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
March 31, 2015
$
294

 
$
—

 
$
294

 
$
—

 
$
294

December 31, 2014
286

 
—

 
286

 
—

 
286

Interest rate swap
 
 
 
 
 
 
 
 
 
March 31, 2015
$
(168
)
 
$
—

 
$
(168
)
 
$
—

 
$
(168
)
December 31, 2014
(215
)
 
—

 
(215
)
 
—

 
(215
)
Property, Plant and Equipment (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of March 31, 2015 and December 31, 2014 were as follows (in thousands):
 
Useful Life
(in years)
 
March 31,
2015
 
December 31,
2014
Land
N/A
 
$
5,282

 
$
5,282

Construction in progress
N/A
 
101,263

 
77,550

Base gas
N/A
 
1,108

 
1,108

Buildings and improvements
4 to 40
 
7,252

 
6,855

Processing and treating plants
8 to 40
 
80,838

 
80,837

Pipelines
3 to 40
 
458,732

 
451,341

Compressors
4 to 20
 
25,403

 
24,548

Dock
20 to 40
 
8,072

 
8,072

Tanks, truck rack and piping
20 to 40
 
30,155

 
30,079

Equipment
8 to 20
 
8,860

 
8,855

Computer software
5
 
3,490

 
3,490

Total property, plant and equipment
 
 
730,455

 
698,017

Accumulated depreciation
 
 
(123,704
)
 
(115,835
)
Property, plant and equipment, net
 
 
$
606,751

 
$
582,182

Goodwill and Intangible Assets, Net (Tables)
Schedule of Finite-Lived Intangible Assets
Intangible assets, net, consist of the following (in thousands):

 
March 31,
 
December 31,
 
2015
 
2014
Gross carrying amount:
 
 
 
    Customer contracts
$
12,101

 
$
12,101

    Customer relationships
53,400

 
53,400

    Dedicated acreage
53,350

 
53,350

 
$
118,851

 
$
118,851

Accumulated amortization:
 
 
 
    Customer contracts
$
(11,636
)
 
$
(11,110
)
    Customer relationships
(1,197
)
 
(553
)
    Dedicated acreage
(1,326
)
 
(882
)
 
$
(14,159
)
 
$
(12,545
)
Net carrying amount:
 
 
 
    Customer contracts
$
465

 
$
991

    Customer relationships
52,203

 
52,847

    Dedicated acreage
52,024

 
52,468

 
$
104,692

 
$
106,306

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities were as follows (in thousands):
 
 
March 31,
 
December 31,
 
 
2015
 
2014
Accrued capital expenditures
 
$
15,403

 
$
17,134

Accrued expenses
 
1,249

 
7,036

Gas imbalances payable
 
967

 
1,069

Other
 
3,665

 
561

 
 
$
21,284

 
$
25,800

Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings under the credit facility were (in thousands):
 
March 31,
2015
 
December 31,
2014
Revolving credit facility
$
386,850

 
$
372,950

Other debt
1,833

 
2,908

Total debt
388,683

 
375,858

Less: current portion
1,833

 
2,908

Long-term debt
$
386,850

 
$
372,950

Partners' Capital (Tables)
Numbers of units outstanding 
Distributions

We made cash distributions as follows (in thousands):
 
Three months ended March 31,
 
2015
 
2014
Series A convertible preferred units
—

 
1,320

Limited Partner common units
10,713

 
4,897

General Partner units
158

 
72

General Partners' incentive distribution rights
1,288

 
410

 
$
12,159

 
$
6,699

The number of units outstanding as of March 31, 2015 and December 31, 2014, respectively, were as follows (in thousands):
 
March 31,
2015
 
December 31,
2014
Series A convertible preferred units
7,052

 
5,745

Series B convertible units
1,278

 
1,255

Limited Partner common units
22,754

 
22,670

General Partner units
392

 
392

Schedule of Calulation for Net Income (Loss) Per Limited Partner Unit 
We determined basic and diluted net income (loss) per limited partner unit as follows, (in thousands, except per unit amounts):
 
Three months ended March 31,
 
2015
 
2014
Net income (loss) from continuing operations
$
835

 
$
558

Less: Net income (loss) attributable to noncontrolling interests
14

 
108

Net income (loss) from continuing operations attributable to the Partnership
821

 
450

Less:
 
 
 
Contractual distributions on Series A Units
3,411

 
3,182

Declared distributions on Series B Units
420

 
—

General partner's distribution
1,447

 
482

General partner's share in undistributed loss
(189
)
 
(106
)
Net income (loss) from continuing operations available to limited partners
(4,268
)
 
(3,108
)
Net income (loss) from operations of disposal groups, net of tax, available to limited partners
5

 
(50
)
Net income (loss) available to limited partners
$
(4,263
)
 
$
(3,158
)
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
22,703

 
9,846

 
 
 
 
Limited partners' net loss per common unit
 
 
 
Basic and diluted:
 
 
 
Loss from continuing operations
$
(0.19
)
 
$
(0.32
)
Loss from discontinued operations
—

 
—

Net loss
$
(0.19
)
 
$
(0.32
)
Long-Term Incentive Plan (Tables)
Table summarizes our unit-based awards
The following table summarizes changes in our unit-based awards during the three months ended March 31, 2015 indicated, in units:
 
 
Three months ended March 31, 2015
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
201,132

 
$
19.85

Granted
 
333,110

 
15.80

Forfeited
 
(1,043
)
 
15.04

Vested
 
(123,394
)
 
18.90

Outstanding at end of period
 
409,805

 
$
16.86

Reporting Segments (Tables)
Segment information
The following tables set forth our segment information for the three months ended March 31, 2015 and 2014 (in thousands):
 
 
Three months ended March 31, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
48,449

 
$
11,748

 
$
4,265

 
$
64,462

Gain (loss) on commodity derivatives, net
147

 
—

 
—

 
147

Total revenue
48,596

 
11,748

 
4,265

 
64,609

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
27,319

 
1,659

 
—

 
28,978

Direct operating expenses
9,092

 
3,180

 
1,595

 
13,867

Selling, general and administrative expenses
 
 
 
 
 
 
6,935

Equity compensation expense
 
 
 
 
 
 
1,698

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,689

Total operating expenses
 
 
 
 
 
 
61,167

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(8
)
Interest expense
 
 
 
 
 
 
(2,610
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
167

Income tax benefit (expense)
 
 
 
 
 
 
(156
)
Gain (loss) from discontinued operations, net of tax
 
 
 
 
 
 
5

Net income (loss)
 
 
 
 
 
 
840

Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
14

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
826

 
 
 
 
 
 
 
 
Segment gross margin (a)
$
21,045

 
$
10,061

 
$
2,670

 
$
33,776


 
Three months ended March 31, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
51,625

 
$
25,129

 
$
3,614

 
$
80,368

Gain (loss) on commodity derivatives, net
(130
)
 
—

 
—

 
(130
)
Total revenue
51,495

 
25,129

 
3,614

 
80,238

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
41,121

 
14,100

 
—

 
55,221

Direct operating expenses
4,168

 
3,118

 
1,675

 
8,961

Selling, general and administrative expenses
 
 
 
 
 
 
5,593

Equity compensation expense
 
 
 
 
 
 
360

Depreciation, amortization and accretion expense
 
 
 
 
 
 
7,632

Total operating expenses
 
 
 
 
 
 
77,767

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(21
)
Interest expense
 
 
 
 
 
 
(1,903
)
Income tax benefit (expense)
 
 
 
 
 
 
11

Gain (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(50
)
Net income (loss)
 
 
 
 
 
 
508

Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
108

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
400

 
 
 
 
 
 
 
 
Segment gross margin (a)
$
10,128

 
$
11,014

 
$
1,939

 
$
23,081


 
March 31,
 
December 31,
 
2015
 
2014
Segment assets:
 
 
 
Gathering and Processing
$
686,158

 
$
686,395

Transmission
132,661

 
132,767

Terminals
78,752

 
71,180

Other (b)
35,074

 
26,302

Total assets
$
932,645

 
$
916,644


(a)
Segment gross margin for our Gathering and Processing segment consists of revenue and realized gains or (losses) on commodity derivatives less purchases of natural gas, NGLs and condensate and revenue from construction, operating and maintenance agreements (“COMA”). Segment gross margin for our Transmission segment consists of revenue, less purchases of natural gas and COMA. Segment gross margin for our Terminals segment consists of revenue, less direct operating expenses. Gross margin consists of the sum of the segment gross margin amounts for each of these segments. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income or cash flow from operations as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.
(b)
Other assets not allocable to segments consist of investment in unconsolidated affiliates, corporate leasehold improvements, and other assets.
Organization and Basis of Presentation (Details)
3 Months Ended
Mar. 31, 2015
billion_cubic_feet_per_day
mi
bbl
facility
pipeline
gathering_system
Mar. 31, 2015
Burns Point Plant [Member]
Dec. 31, 2014
Equity Method Investments [Member]
Sep. 30, 2014
Equity Method Investments [Member]
Mar. 31, 2015
Mesquite [Member]
Mar. 31, 2015
MPOG [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
 
 
 
 
 
 
General Partners' Capital Account, Percentage
95.00% 
 
 
 
 
 
Limited Partners' Capital Account, Percentage
5.00% 
 
 
 
 
 
Number of Gathering Systems
12 
 
 
 
 
 
Number of Processing Facilities
5 
 
 
 
 
 
Number of Fractionation Facilities
3 
 
 
 
 
 
Number of Marine Terminal Sites
4 
 
 
 
 
 
Number of Interstate Pipelines
3 
 
 
 
 
 
Number of Intrastate Pipelines
5 
 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
66.70% 
66.70% 
46.00% 
66.70% 
Percentage of voting interests acquired
 
50.00% 
 
 
 
 
Length of pipeline
3,000 
 
 
 
 
 
Volume of Natural Gas, Operating
1 
 
 
 
 
 
Million barrels of storage capacity
1,700,000 
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Parent
92.20% 
 
 
 
 
 
Summary of Significant Accounting Policies Recent Accounting Pronouncements (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Accounting Policies [Abstract]
 
Debt Issuance Cost
$ 10.5 
Acquisitions and Divestitures Lavaca Acquisition (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 0 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2015
mi
Mar. 31, 2014
Dec. 31, 2014
Jan. 31, 2014
Lavaca [Member]
mi
Mar. 31, 2015
Lavaca [Member]
Dec. 31, 2014
Lavaca [Member]
Oct. 14, 2014
Lavaca [Member]
Mar. 31, 2015
Minimum [Member]
Mar. 31, 2015
Maximum [Member]
Dec. 31, 2014
Pipelines [Member]
Lavaca [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Total revenue
$ 64,609 
$ 80,238 
 
 
$ 6,000 
 
 
 
 
 
Business Acquisition, Purchase Price Allocation, Land
 
 
 
 
 
2 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
 
 
 
 
 
59,492 
 
 
 
58,737 
Length of pipeline
3,000 
 
 
120 
 
 
 
 
 
 
Payments to Acquire Businesses, Gross
 
 
 
104,409 
 
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
 
 
 
 
 
0 years 5 months 0 days 
30 years 
 
Fair Value Inputs, Discount Rate
 
 
 
10.50% 
 
 
 
 
 
 
Business Acquisition, Purchase Price Allocation, Equipment
 
 
 
 
 
753 
 
 
 
 
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets
 
 
 
 
 
21,350 
 
 
 
 
Goodwill
142,053 
 
142,236 
 
 
 
23,567 
 
 
 
Operating Income (Loss)
$ 3,434 
$ 2,450 
 
 
$ 2,200 
 
 
 
 
 
Acquisitions and Divestitures Blackwater Acquisition (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Business Combinations [Abstract]
 
 
Total revenue
$ 64,609 
$ 80,238 
Acquisitions and Divestitures Madison Divestiture (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Significant Acquisitions and Disposals [Line Items]
 
 
Proceeds from disposals of property, plant and equipment
$ 2,800 
$ 6,135 
Madison [Member]
 
 
Significant Acquisitions and Disposals [Line Items]
 
 
Proceeds from disposals of property, plant and equipment
 
$ 6,100 
Acquisitions and Divestitures MPOG Acquisition (Details) (USD $)
3 Months Ended 1 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Aug. 14, 2014
Equity Method Investments [Member]
Dec. 31, 2014
Equity Method Investments [Member]
Sep. 30, 2014
Equity Method Investments [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
 
66.70% 
66.70% 
Payments to Acquire Equity Method Investments
 
 
$ 12,000,000 
 
 
Earnings in unconsolidated affiliates
167,000 
0 
 
 
 
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital
$ 1,000,000 
 
 
 
 
Acquisitions and Divestitures Costar Midstream (Details) (USD $)
Share data in Millions, unless otherwise specified
3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Oct. 14, 2014
Costar Midstream, L.L.C. [Member]
Mar. 31, 2015
Costar Midstream, L.L.C. [Member]
Oct. 14, 2014
Costar Midstream, L.L.C. [Member]
Oct. 14, 2014
Minimum [Member]
Costar Midstream, L.L.C. [Member]
Oct. 14, 2014
Maximum [Member]
Costar Midstream, L.L.C. [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
Percentage of voting interests acquired
 
 
 
 
 
100.00% 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Working Capital
 
 
 
 
 
$ 8,152,000 
 
 
Payments to Acquire Businesses, Gross
 
 
 
265,201,000 
 
 
 
 
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Units
 
 
 
6.9 
 
 
 
 
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable
 
 
 
147,296,000 
 
 
 
 
Business Combination, Consideration Transferred
 
 
 
412,497,000 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Processing Plants
 
 
 
 
 
48,357,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Pipelines
 
 
 
 
 
128,799,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land
 
 
 
 
 
1,244,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings
 
 
 
 
 
682,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment
 
 
 
 
 
9,827,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Construction in Progress
 
 
 
 
 
16,146,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
 
 
 
 
 
205,055,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Investment in Unconsolidated Affiliate
 
 
 
 
 
11,884,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Customer Relationships
 
 
 
 
 
53,400,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Dedicated Acreage
 
 
 
 
 
32,000,000 
 
 
Goodwill
142,053,000 
 
142,236,000 
 
 
102,225,000 
 
 
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value
 
 
 
 
 
219,000 
 
 
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest
 
 
 
 
 
412,497,000 
 
 
Fair Value Inputs, Discount Rate
 
 
 
 
 
 
11.00% 
16.00% 
Business Combination, Acquired Receivables, Gross Contractual Amount
 
 
 
 
 
11,200,000 
 
 
Acquisition Working Capital Adjustment
200,000 
 
 
 
 
 
 
 
Revenues
64,609,000 
80,238,000 
 
 
21,400,000 
 
 
 
Operating Income (Loss)
$ 3,434,000 
$ 2,450,000 
 
 
$ 1,200,000 
 
 
 
Acquisitions and Divestitures Williams Acquisition (Details) (Williams [Member], USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Williams [Member]
 
Business Acquisition [Line Items]
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net
$ 6.5 
Discontinued Operations (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Disposal Group, Including Discontinued Operation, Revenue
$ 64,000 
$ 237,000 
Disposal Group, Including Discontinued Operation, Operating Expense
(55,000)
(277,000)
Discontinued Operation, Tax Effect of Discontinued Operation
(4,000)
12,000 
Income (loss) from discontinued operations, net of tax
5,000 
(50,000)
Income (loss) from discontinued operations
$ 0.00 
$ 0.00 
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax
0 
(22,000)
Blackwater [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Disposal Group, Including Discontinued Operation, Other Assets, Current
100,000 
 
Noncurrent assets held for sale, net
1,200,000 
 
Current liabilities held for sale
$ 100,000 
 
Concentration of Credit Risk and Trade Accounts Receivable (Details)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Concentration Risk [Line Items]
 
 
Concentration Risk, Market Risk
0.1 
 
Entity-Wide Revenue, Major Customer, Percentage
100.00% 
100.00% 
Customer A [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
10.00% 
12.00% 
Customer B [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
0.00% 
30.00% 
Cusotmer C [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
0.00% 
15.00% 
Customer Other [Member]
 
 
Concentration Risk [Line Items]
 
 
Entity-Wide Revenue, Major Customer, Percentage
90.00% 
43.00% 
Other Current Assets (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Prepaid insurance
$ 2,845 
$ 4,162 
Restricted cash
25 
6,475 
Other current assets
5,311 
4,917 
Other Assets, Current
$ 8,181 
$ 15,554 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Derivative [Line Items]
 
 
Gross Risk Management Assets
$ 455 
$ 688 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
455 
688 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(168)
(215)
Net Risk Management Assets (Liabilities)
168 
215 
Risk Management Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
455 
688 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
455 
688 
Risk Management Assets - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
0 
0 
Risk Management Liabilities [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
(168)
(215)
Net Risk Management Assets (Liabilities)
168 
215 
Risk Management Liabilities - Long Term [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
$ 0 
$ 0 
Derivatives (Realized and Unrealized Gains (Losses)) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Derivatives, Fair Value [Line Items]
 
 
Derivative, Gain (Loss) on Derivative, Net
$ 147 
$ (130)
Commodity derivatives [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative, Loss on Derivative
(204)
(490)
Gain on commodity derivatives, net
55 
(39)
Gain (Loss) on Derivative Instruments [Member] |
Commodity derivatives [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative, Gain (Loss) on Derivative, Net
(139)
(102)
Gain on commodity derivatives, net
8 
(28)
Interest Expense [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative, Loss on Derivative
(102)
(104)
Gain on commodity derivatives, net
47 
(11)
Other Income [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative, Loss on Derivative
(241)
(284)
Gain on commodity derivatives, net
$ 0 
$ 0 
Derivatives (Details Textual) (USD $)
3 Months Ended 3 Months Ended
Mar. 31, 2015
gal
Mar. 31, 2014
Mar. 31, 2015
Interest Rate Swap [Member]
Mar. 31, 2015
Weather Contract [Member]
Jun. 30, 2014
Weather Contract [Member]
Derivative [Line Items]
 
 
 
 
 
Aggregate notional volume of our commodity derivative
2,700,000 
 
 
 
 
Notional amount of interest rate swap
 
 
$ 100,000,000 
 
 
Potential proceeds from derivative contract
 
 
 
 
10,000,000 
Fair value of derivative
 
 
 
0 
 
Payment for weather derivative premium
 
 
 
 
(1,000,000)
Derivative term of contract
 
 
 
1 year 0 months 0 days 
 
Amortization of weather derivative premium
$ 241,000 
$ 284,000 
 
$ 200,000 
 
Fair Value Measurement (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
$ 294 
$ 286 
Interest Rate Swap [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
(168)
(215)
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
294 
286 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member] |
Level 1 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
0 
0 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member] |
Level 2 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
294 
286 
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member] |
Level 3 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
0 
0 
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
(168)
(215)
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member] |
Level 1 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
0 
0 
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member] |
Level 2 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
(168)
(215)
Estimate of Fair Value Measurement [Member] |
Interest Rate Swap [Member] |
Level 3 [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
$ 0 
$ 0 
Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2015
Land [Member]
Dec. 31, 2014
Land [Member]
Mar. 31, 2015
Construction in progress [Member]
Dec. 31, 2014
Construction in progress [Member]
Mar. 31, 2015
Base gas [Member]
Dec. 31, 2014
Base gas [Member]
Mar. 31, 2015
Buildings and improvements [Member]
Dec. 31, 2014
Buildings and improvements [Member]
Mar. 31, 2015
Processing and treating plants [Member]
Dec. 31, 2014
Processing and treating plants [Member]
Mar. 31, 2015
Pipelines [Member]
Dec. 31, 2014
Pipelines [Member]
Mar. 31, 2015
Compressors [Member]
Dec. 31, 2014
Compressors [Member]
Mar. 31, 2015
Dock [Member]
Dec. 31, 2014
Dock [Member]
Mar. 31, 2015
Tanks, truck rack and piping [Member]
Dec. 31, 2014
Tanks, truck rack and piping [Member]
Mar. 31, 2015
Equipment [Member]
Dec. 31, 2014
Equipment [Member]
Mar. 31, 2015
Computer software [Member]
Dec. 31, 2014
Computer software [Member]
Mar. 31, 2015
Property, Plant And Equipment [Member]
Dec. 31, 2014
Property, Plant And Equipment [Member]
Mar. 31, 2015
Maximum [Member]
Buildings and improvements [Member]
Mar. 31, 2015
Maximum [Member]
Processing and treating plants [Member]
Mar. 31, 2015
Maximum [Member]
Pipelines [Member]
Mar. 31, 2015
Maximum [Member]
Compressors [Member]
Mar. 31, 2015
Maximum [Member]
Equipment [Member]
Mar. 31, 2015
Maximum [Member]
Computer software [Member]
Mar. 31, 2015
Minimum [Member]
Buildings and improvements [Member]
Mar. 31, 2015
Minimum [Member]
Processing and treating plants [Member]
Mar. 31, 2015
Minimum [Member]
Pipelines [Member]
Mar. 31, 2015
Minimum [Member]
Compressors [Member]
Mar. 31, 2015
Minimum [Member]
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment gross
 
 
$ 5,282 
$ 5,282 
$ 101,263 
$ 77,550 
$ 1,108 
$ 1,108 
$ 7,252 
$ 6,855 
$ 80,838 
$ 80,837 
$ 458,732 
$ 451,341 
$ 25,403 
$ 24,548 
$ 8,072 
$ 8,072 
$ 30,155 
$ 30,079 
$ 8,860 
$ 8,855 
$ 3,490 
$ 3,490 
$ 730,455 
$ 698,017 
 
 
 
 
 
 
 
 
 
 
 
Property plant and equipment in useful life
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40 years 
40 years 
40 years 
20 years 
20 years 
5 years 
4 years 
8 years 
3 years 
4 years 
8 years 
Accumulated depreciation
(123,704)
(115,835)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$ 606,751 
$ 582,182 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property, Plant and Equipment (Details Textual) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Mar. 31, 2015
AlaTenn system [Member]
Dec. 31, 2014
AlaTenn system [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
Property plant and equipment gross
 
 
$ 102,800,000 
$ 101,900,000 
Capitalized interest
200,000 
100,000 
 
 
Depreciation
$ 7,900,000 
$ 6,500,000 
 
 
Goodwill and Intangible Assets, Net (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Segment Reporting Information [Line Items]
 
 
 
Goodwill
$ 142,053,000 
 
$ 142,236,000 
Acquisition Working Capital Adjustment
200,000 
 
 
Amortization of Intangible Assets
1,600,000 
700,000 
 
Gathering And Processing [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Goodwill
125,800,000 
 
125,900,000 
Terminals [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Goodwill
$ 16,300,000 
 
$ 16,300,000 
Minimum [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Finite-Lived Intangible Asset, Useful Life
0 years 5 months 0 days 
 
 
Maximum [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Finite-Lived Intangible Asset, Useful Life
30 years 
 
 
Goodwill and Intangible Assets, Net Schedule of Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
$ 118,851 
$ 118,851 
Accumulated amortization:
14,159 
12,545 
Net carrying amount:
104,692 
106,306 
Customer Contracts [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
12,101 
12,101 
Accumulated amortization:
11,636 
11,110 
Net carrying amount:
465 
991 
Customer Relationships [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
53,400 
53,400 
Accumulated amortization:
1,197 
553 
Net carrying amount:
52,203 
52,847 
Dedicated Acreage [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross carrying amount:
53,350 
53,350 
Accumulated amortization:
1,326 
882 
Net carrying amount:
$ 52,024 
$ 52,468 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Other Liabilities Disclosure [Abstract]
 
 
Accrued capital expenditures
$ 15,403 
$ 17,134 
Accrued expenses
1,249 
7,036 
Gas imbalances payable
967 
1,069 
Other
3,665 
561 
Accrued expenses and other current liabilities
$ 21,284 
$ 25,800 
Debt Obligations (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]
 
 
Line of Credit Facility, Amount Outstanding Limit
$ 500,000,000 
 
Revolving credit facility
386,850,000 
372,950,000 
Other debt
1,833,000 
2,908,000 
Total debt
388,683,000 
375,858,000 
Less: current portion
1,833,000 
2,908,000 
Long-term debt
$ 386,850,000 
$ 372,950,000 
Debt Obligations (Details Textual) (USD $)
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2014
Debt Instrument [Line Items]
 
 
 
Line of Credit Facility, Amount Outstanding Limit
$ 500,000,000 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Letter of credit outstanding
5,100,000 
1,600,000 
 
Revolving credit facility
386,850,000 
372,950,000 
 
Ratio of Indebtedness to Net Capital
4.97 
 
 
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage
0.50% 
 
 
Debt Instrument, Interest Coverage Ratio
11.06 
 
 
Debt, Weighted Average Interest Rate
2.37% 
 
4.40% 
Proceeds from (Payments for) Other Financing Activities
3,300,000 
 
 
Debt Instrument, Periodic Payment
$ 400,000 
 
 
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Ratio of Indebtedness to Net Capital
4.75 
 
 
Ratio of indebtedness to net capital, after permitted acquisition
5.25 
 
 
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Coverage Ratio
2.50 
 
 
Federal Funds [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
0.50% 
 
 
Eurodollar [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
1.00% 
 
 
Insurance Premium Financing [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
3.95% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Base Rate [Member] |
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
3.25% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Base Rate [Member] |
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
2.00% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Eurodollar [Member] |
Maximum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
2.25% 
 
 
Fiscal Quarter Ending December 31, 2014 [Member] |
Debt Instrument, Fourth Amendment [Member] |
Eurodollar [Member] |
Minimum [Member]
 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Debt Instrument, Basis Spread on Variable Rate
1.00% 
 
 
Partners' Capital (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Jun. 30, 2014
May 8, 2015
Dec. 31, 2014
Jan. 29, 2014
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
3,400,000 
Series A convertible preferred, units, outstanding
7,052,000 
 
 
7,052,207 
5,745,000 
 
General partner interest units
392,000 
 
 
 
392,000 
 
Sale of Stock, Price Per Share
 
 
 
 
 
$ 26.75 
Issuance of common units, net of offering costs
 
 
$ 86,900 
 
 
 
Payments of Capital Distribution
12,159 
6,699 
 
 
 
 
AIM Midstream Holdings No. of units outstanding [Member]
 
 
 
 
 
 
Limited partners/ Series B, units outstanding
 
 
 
 
22,670,000 
 
Limited partner subordinated units
 
 
 
 
392,000 
 
Series B [Member]
 
 
 
 
 
 
Unitholder distributions
420 
0 
 
 
 
 
Limited partners/ Series B, units outstanding
 
 
 
1,277,772 
1,255,000 
 
Limited Partner Series B Convertible Units [Member]
 
 
 
 
 
 
Limited Partners' Capital Account, Units Issued
1,278,000 
 
 
 
1,255,000 
 
Limited partners/ Series B, units outstanding
1,278,000 
 
 
 
1,255,000 
 
Limited Partner Common Units [Member]
 
 
 
 
 
 
Limited Partners' Capital Account, Units Issued
22,754,000 
 
 
 
22,670,000 
 
Limited partners/ Series B, units outstanding
22,754,000 
 
 
 
22,670,000 
 
Limited Partner [Member]
 
 
 
 
 
 
Unitholder distributions
10,713 
4,897 
 
 
 
 
General Partner [Member]
 
 
 
 
 
 
Unitholder distributions
158 
72 
 
 
 
 
General Partner, Incentive Distribution Rights [Member]
 
 
 
 
 
 
Unitholder distributions
1,288 
410 
 
 
 
 
Series A [Member] |
Preferred Partner [Member]
 
 
 
 
 
 
Unitholder distributions
$ 0 
$ 1,320 
 
 
 
 
Partners Capital (Details Textual) (USD $)
0 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 0 Months Ended
Feb. 21, 2014
Mar. 31, 2015
Jun. 30, 2014
Feb. 21, 2014
Feb. 5, 2014
Jan. 29, 2014
Dec. 31, 2014
Partnership Interest [Member]
Mar. 31, 2015
Series B [Member]
Mar. 31, 2014
Series B [Member]
Mar. 31, 2015
Limited Partner [Member]
Mar. 31, 2014
Limited Partner [Member]
Mar. 31, 2015
General Partner [Member]
Mar. 31, 2014
General Partner [Member]
Mar. 31, 2015
Series B [Member]
Mar. 31, 2014
Series B [Member]
Mar. 30, 2015
Issuance of Preferred Units [Member]
Series A [Member]
Magnolia Infrastructure Partners, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Private Placement of Units, Additional Authorized
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 25,000,000 
Warrants Not Settleable in Cash, Fair Value Disclosure
 
 
 
23.89 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder distributions
 
 
 
 
 
 
 
0 
0 
14,496,000 
8,037,000 
1,495,000 
524,000 
420,000 
0 
 
Partners Capital (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest
 
1.30% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest
 
98.70% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Private Placement of Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,000,000 
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
3,400,000 
 
 
 
 
 
 
 
 
 
 
Other Ownership Interests, Units Outstanding
 
 
 
 
 
 
392,000 
 
 
 
 
 
 
 
 
 
Sale of Stock, Price Per Share
 
 
 
 
 
$ 26.75 
 
 
 
 
 
 
 
 
 
 
Issuance of common units, net of offering costs
 
 
86,900,000 
 
 
 
 
 
 
 
86,926,000 
 
 
 
 
 
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
 
 
 
300,000 
300,000 
 
 
 
 
 
 
 
 
 
 
 
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants
7,200,000 
 
 
 
 
 
 
 
 
 
7,164,000 
 
7,164,000 
 
 
 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
 
 
 
$ 0.01 
 
 
 
 
 
 
 
 
 
 
 
Fair Value, Paid In Kind Distributions, Aggregate
 
$ 3,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital (Calculation of Net Income (Loss) Per Limited Partner Unit) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Series A [Member]
Mar. 31, 2015
Series B [Member]
Mar. 31, 2014
Series B [Member]
Mar. 31, 2015
General Partner [Member]
Mar. 31, 2014
General Partner [Member]
Mar. 31, 2015
Dividend Declared [Member]
General Partner [Member]
Mar. 31, 2014
Dividend Declared [Member]
General Partner [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
 
 
 
 
 
Less: Comprehensive income (loss) attributable to noncontrolling interests
$ 14 
$ 108 
 
 
 
 
 
 
 
Net income (loss) from continuing operations attributable to the Partnership
821 
450 
 
 
 
 
 
 
 
Accrued Paid in Kind
 
 
3,411 
 
 
 
 
 
 
Temporary Equity, Dividends, Adjustment
 
3,182 
 
 
 
 
 
 
 
General partner's distribution
 
 
 
(420)
0 
(1,495)
(524)
(1,447)
(482)
General Partners' Capital Account, Period Undistributed Income (Loss) From Continuing Operations, Amount
(189)
(106)
 
 
 
 
 
 
 
Net income (loss) from continuing operations available to limited partners
(4,268)
(3,108)
 
 
 
 
 
 
 
Net income (loss) from operations of disposal groups, net of tax, available to limited partners
5 
(50)
 
 
 
 
 
 
 
Net income (loss) available to limited partners
(4,263)
(3,158)
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
22,703 
9,846 
 
 
 
 
 
 
 
Net income (loss) from continuing operations available to limited partners
$ (0.19)
$ (0.32)
 
 
 
 
 
 
 
Loss from discontinued operations
$ 0.00 
$ 0.00 
 
 
 
 
 
 
 
Net loss
$ (0.19)
$ (0.32)
 
 
 
 
 
 
 
Net income (loss) from continuing operations
$ 835 
$ 558 
 
 
 
 
 
 
 
Long-Term Incentive Plan (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Unit-Based Award
 
 
 
Equity compensation expense
$ 1,698,000 
$ 360,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant
396,081 
 
688,976 
Grants Issued Under Long Term Incentive Plan
25.00% 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value
2,300,000 
600,000 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized
$ 6,600,000 
$ 4,100,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price
$ 16.86 
 
$ 19.85 
Table Summarizes Unit Based Awards
 
 
 
Outstanding, Beginning period
201,132,000 
 
 
Granted
333,110,000 
 
 
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price
$ 15.80 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period
(1,043,000)
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price
$ 15.04 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period
123,394,000 
 
 
LTIP vesting, Shares
$ (18.90)
 
 
Outstanding, Ending period
409,805,000 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
3 years 5 months 
 
 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Tax Disclosure [Abstract]
 
 
Income tax (expense) benefit
$ (156)
$ 11 
Effective Income Tax Rate, Continuing Operations
15.70% 
(1.90%)
Related- Party Transactions (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Related Party Transaction [Line Items]
 
 
Proceeds from Sale of Other Assets
$ 2.8 
 
Management Fees Revenue
0.4 
 
American Midstream, L.L.C [Member]
 
 
Related Party Transaction [Line Items]
 
 
General and Administrative Expense
7.7 
5.0 
Business Development
 
$ 0.5 
Reporting Segments (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
Segment assets:
$ 932,645,000 
 
$ 916,644,000 
Segment information
 
 
 
Revenue
64,462,000 
80,368,000 
 
Gain (loss) on commodity derivatives, net
147,000 
(130,000)
 
Total revenue
64,609,000 
80,238,000 
 
Purchases of natural gas, NGLs and condensate
28,978,000 
55,221,000 
 
Direct operating expenses
(13,867,000)
(8,961,000)
 
Selling, general and administrative expenses
6,935,000 
5,593,000 
 
Equity compensation expense
1,698,000 
360,000 
 
Depreciation, amortization and accretion expense
9,689,000 
7,632,000 
 
Total operating expenses
61,167,000 
77,767,000 
 
Gain (loss) on sale of assets, net
(8,000)
(21,000)
 
Income (loss) from discontinued operations, net of tax
5,000 
(50,000)
 
Interest expense
(2,610,000)
(1,903,000)
 
Earnings in unconsolidated affiliates
167,000 
0 
 
Income tax benefit (expense)
156,000 
(11,000)
 
Net income (loss)
840,000 
508,000 
 
Less: Comprehensive income (loss) attributable to noncontrolling interests
14,000 
108,000 
 
Net income (loss) attributable to the Partnership
826,000 
400,000 
 
Segment gross margin
33,776,000 
23,081,000 
 
Gathering And Processing [Member]
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
Segment assets:
686,158,000 
 
686,395,000 
Transmission [Member]
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
Segment assets:
132,661,000 
 
132,767,000 
Gathering and Processing reporting segment [Member]
 
 
 
Segment information
 
 
 
Revenue
48,449,000 
51,625,000 
 
Gain (loss) on commodity derivatives, net
147,000 
(130,000)
 
Total revenue
48,596,000 
51,495,000 
 
Purchases of natural gas, NGLs and condensate
27,319,000 
41,121,000 
 
Direct operating expenses
(9,092,000)
(4,168,000)
 
Segment gross margin
21,045,000 
10,128,000 
 
Transmission reporting segment [Member]
 
 
 
Segment information
 
 
 
Revenue
11,748,000 
25,129,000 
 
Gain (loss) on commodity derivatives, net
0 
0 
 
Total revenue
11,748,000 
25,129,000 
 
Purchases of natural gas, NGLs and condensate
1,659,000 
14,100,000 
 
Direct operating expenses
(3,180,000)
(3,118,000)
 
Segment gross margin
10,061,000 
11,014,000 
 
Terminals [Member]
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
Segment assets:
78,752,000 
 
71,180,000 
Segment information
 
 
 
Total revenue
4,265,000 
3,614,000 
 
Terminals reporting segment [Member]
 
 
 
Segment information
 
 
 
Revenue
4,265,000 
3,614,000 
 
Gain (loss) on commodity derivatives, net
0 
0 
 
Purchases of natural gas, NGLs and condensate
0 
0 
 
Direct operating expenses
(1,595,000)
(1,675,000)
 
Segment gross margin
2,670,000 
1,939,000 
 
Other Segments [Member]
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
Segment assets:
$ 35,074,000 
 
$ 26,302,000 
Reporting Segments (Details Textual)
3 Months Ended
Mar. 31, 2015
segment
Segment Reporting Information [Line Items]
 
Number of Operating Segments
3 
Subsequent Events (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 0 Months Ended 1 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Apr. 23, 2015
Subsequent Event [Member]
Apr. 30, 2105
Subsequent Event [Member]
Apr. 30, 2015
Subsequent Event [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
Unitholder contributions
 
 
 
 
$ 300 
 
General Partners' Capital Account, Units Issued
392,000 
 
392,000 
 
 
18,706 
Distribution declared per common unit (a)
$ 0.4725 
$ 0.4525 
 
$ 0.4725 
 
 
Distribution Made to Limited Partner, Distributions Declared, Per Unit, Annualized Basis
 
 
 
$ 1.89