AMERICAN MIDSTREAM PARTNERS, LP, 10-Q filed on 11/9/2015
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2015
Nov. 6, 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
Sep. 30, 2015 
 
 
Amendment Flag
false 
 
 
Document Fiscal Year Focus
2015 
 
 
Document Fiscal Period Focus
Q3 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
30,425,829 
 
Series A convertible preferred, units, outstanding
8,930,000 
8,930,336 
5,745,000 
Series B [Member]
 
 
 
Document Information [Line Items]
 
 
 
Limited Partners' Capital Account, units outstanding
 
1,325,225 
1,255,000 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Current assets
 
 
Cash and cash equivalents
$ 0 
$ 499 
Accounts receivable
4,966 
4,924 
Unbilled revenue
16,065 
24,619 
Risk management assets
1,177 
688 
Other current assets
7,136 
15,554 
Current deferred tax assets
3,326 
3,086 
Total current assets
32,670 
49,370 
Property, plant and equipment, net
638,939 
582,182 
Goodwill
134,853 
142,236 
Intangible assets, net
102,052 
106,306 
Investment in unconsolidated affiliates
82,571 
22,252 
Other assets, net
14,401 
14,298 
Total assets
1,005,486 
916,644 
Current liabilities
 
 
Accounts payable
3,754 
20,326 
Accrued gas purchases
7,881 
14,326 
Accrued expenses and other current liabilities
17,364 
25,800 
Current portion of long-term debt
0 
2,908 
Risk management liabilities
0 
215 
Total current liabilities
28,999 
63,575 
Asset retirement obligations
35,254 
34,645 
Other liabilities
299 
126 
Long-term debt
508,650 
372,950 
Deferred tax liabilities
9,075 
8,199 
Total liabilities
582,277 
479,495 
Series A convertible preferred units (8,930 thousand and 5,745 thousand units issued and outstanding as of September 30, 2015 and December 31, 2014, respectively)
165,332 
107,965 
Equity and partners' capital
 
 
General Partner Interests (536 thousand and 392 thousand units issued and outstanding as of September 30, 2015 and December 31, 2014, respectively)
(105,869)
(2,450)
Accumulated other comprehensive income (loss)
(22)
2 
Total partners’ capital
253,353 
324,467 
Noncontrolling interests
4,524 
4,717 
Total equity and partners' capital
257,877 
329,184 
Total liabilities, equity and partners' capital
1,005,486 
916,644 
Limited Partner Common Units [Member]
 
 
Equity and partners' capital
 
 
Limited Partner Interests (30,269 thousand and 22,670 thousand units issued and outstanding as of September 30, 2015 and December 31, 2014, respectively)
325,867 
294,695 
Limited Partner Series B Convertible Units [Member]
 
 
Equity and partners' capital
 
 
Limited Partner Interests (30,269 thousand and 22,670 thousand units issued and outstanding as of September 30, 2015 and December 31, 2014, respectively)
$ 33,377 
$ 32,220 
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited)
Sep. 30, 2015
Dec. 31, 2014
Statement of Financial Position [Abstract]
 
 
Series A convertible preferred, units, issued
8,930,000 
5,745,000 
Series A convertible preferred, units, outstanding
8,930,000 
5,745,000 
General partner interest, units issued
536,000 
392,000 
General partner interest units,outstanding
536,000 
392,000 
Limited Partner Series B Convertible Units [Member]
 
 
Statement of Financial Position [Abstract]
 
 
Limited Partners' Capital Account, Units Issued
1,325,000 
1,255,000 
Limited Partners' Capital Account, units outstanding
1,325,000 
1,255,000 
Limited Partner Common Units [Member]
 
 
Statement of Financial Position [Abstract]
 
 
Limited Partners' Capital Account, Units Issued
30,269,000 
22,670,000 
Limited Partners' Capital Account, units outstanding
30,269,000 
22,670,000 
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Revenue
$ 54,825 
$ 69,699 
$ 186,485 
$ 227,940 
Gain (loss) on commodity derivatives, net
816 
606 
1,274 
283 
Total revenue
55,641 
70,305 
187,759 
228,223 
Operating expenses:
 
 
 
 
Purchases of natural gas, NGLs and condensate
24,431 
46,690 
86,742 
155,729 
Direct operating expenses
15,328 
11,884 
43,162 
31,889 
Selling, general and administrative expenses
7,639 
5,875 
20,145 
17,105 
Equity compensation expense
574 
337 
2,822 
1,132 
Depreciation, amortization and accretion expense
9,160 
5,706 
28,099 
19,350 
Total operating expenses
57,132 
70,492 
180,970 
225,205 
Total operating expenses
57,132 
70,492 
180,970 
225,205 
Gain (loss) on sale of assets, net
(32)
(103)
(3,010)
(124)
Operating income (loss)
(1,523)
(290)
3,779 
2,894 
Interest expense
(3,553)
(1,430)
(9,719)
(5,013)
Other income (expense)
0 
(672)
0 
(672)
Earnings in unconsolidated affiliates
1,094 
117 
1,265 
117 
Net income (loss) before income tax (expense) benefit
(3,982)
(2,275)
(4,675)
(2,674)
Income tax (expense) benefit
(592)
(122)
(1,065)
(260)
Net income (loss) from continuing operations
(4,574)
(2,397)
(5,740)
(2,934)
Income (loss) from discontinued operations, net of tax
(53)
(26)
(79)
(582)
Net income (loss)
(4,627)
(2,423)
(5,819)
(3,516)
Net income (loss) attributable to noncontrolling interests
34 
33 
80 
207 
Distribution declared per common unit (a)
$ 0.4725 1
$ 0.4625 1
$ 1.4175 1
$ 1.3775 1
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ (0.48)
$ (0.58)
$ (1.02)
$ (1.52)
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$ 0.00 
$ 0.00 
$ 0.00 
$ (0.05)
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
23,987 
13,204 
23,154 
11,409 
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ (0.48)
$ (0.58)
$ (1.02)
$ (1.57)
General Partner [Member]
 
 
 
 
Operating expenses:
 
 
 
 
General Partner's Interest in net income (loss)
(60)
(32)
(76)
(48)
Limited Partner [Member]
 
 
 
 
Operating expenses:
 
 
 
 
Limited Partners' Interest in net income (loss)
$ (4,601)
$ (2,424)
$ (5,823)
$ (3,675)
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Net income (loss)
$ (4,627)
$ (2,423)
$ (5,819)
$ (3,516)
Income (loss) from discontinued operations, net of tax
(53)
(26)
(79)
(582)
Comprehensive income (loss)
(4,617)
(2,416)
(5,843)
(3,463)
Net income (loss) attributable to noncontrolling interests
34 
33 
80 
207 
Comprehensive income (loss) attributable to the Partnership
(4,651)
(2,449)
(5,923)
(3,670)
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
$ 10 
$ 7 
$ (24)
$ 53 
Condensed Consolidated Statements of Changes in Partners' Capital (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2015
General Partner [Member]
Sep. 30, 2014
General Partner [Member]
Sep. 30, 2015
General Partner [Member]
Sep. 30, 2014
General Partner [Member]
Dec. 31, 2014
General Partner [Member]
Dec. 31, 2013
General Partner [Member]
Sep. 30, 2015
Limited Partner [Member]
Sep. 30, 2014
Limited Partner [Member]
Sep. 30, 2015
Limited Partner [Member]
Sep. 30, 2014
Limited Partner [Member]
Dec. 31, 2014
Limited Partner [Member]
Dec. 31, 2013
Limited Partner [Member]
Sep. 30, 2015
Series B [Member]
Dec. 31, 2014
Series B [Member]
Sep. 30, 2014
Series B [Member]
Dec. 31, 2013
Series B [Member]
Sep. 30, 2015
Accumulated Other Comprehensive Income (Loss) [Member]
Sep. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Member]
Sep. 30, 2015
Accumulated Other Comprehensive Income (Loss) [Member]
Sep. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Member]
Dec. 31, 2014
Accumulated Other Comprehensive Income (Loss) [Member]
Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Member]
Sep. 30, 2015
Parent [Member]
Sep. 30, 2014
Parent [Member]
Dec. 31, 2014
Parent [Member]
Dec. 31, 2013
Parent [Member]
Sep. 30, 2015
Noncontrolling Interest [Member]
Sep. 30, 2014
Noncontrolling Interest [Member]
Dec. 31, 2014
Noncontrolling Interest [Member]
Dec. 31, 2013
Noncontrolling Interest [Member]
Sep. 30, 2015
Series B [Member]
Sep. 30, 2014
Series B [Member]
Sep. 30, 2015
Series B [Member]
Parent [Member]
Sep. 30, 2014
Series B [Member]
Parent [Member]
Partners' Capital
$ (105,869)
$ (3,106)
$ (105,869)
$ (3,106)
$ (2,450)
$ 2,696 
$ 325,867 
$ 251,564 
$ 325,867 
$ 251,564 
$ 294,695 
$ 71,039 
$ 33,377 
$ 32,220 
$ 31,671 
$ 0 
$ (22)
$ 157 
$ (22)
$ 157 
$ 2 
$ 104 
$ 253,353 
$ 280,286 
$ 324,467 
$ 73,839 
$ 4,524 
$ 4,533 
$ 4,717 
$ 4,628 
 
 
 
 
Net Income (Loss) Allocated to General Partners
(60)
(32)
(76)
(48)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Allocated to Limited Partners
 
 
 
 
 
 
(4,601)
(2,424)
(5,823)
(3,675)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Parent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5,899)
(3,723)
 
 
 
 
 
 
 
 
 
 
Unitholder contributions
 
 
1,973 
2,964 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,973 
2,964 
 
 
 
 
 
 
 
 
 
 
Unitholder distributions
 
 
(4,890)
(1,857)
 
 
 
 
(45,800)
(27,968)
 
 
 
 
 
 
 
 
 
 
 
 
(50,690)
(29,825)
 
 
 
 
 
 
 
 
 
 
Partners Capital Account Distributions, Delta House
 
 
100,649 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,649 
 
 
 
 
 
 
 
 
 
 
 
Issuance and exercise of warrant
 
 
 
(7,164)
 
 
 
 
 
7,164 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(101)
(273)
 
 
 
 
 
 
Acquisition of noncontrolling interests
 
 
0 
 
 
 
 
 
(20)
21 
 
 
 
 
 
 
 
 
 
 
 
 
(20)
21 
 
 
(172)
(29)
 
 
 
 
 
 
LTIP vesting
 
 
(2,404)
(696)
 
 
 
 
2,599 
901 
 
 
 
 
 
 
 
 
 
 
 
 
195 
205 
 
 
 
 
 
 
 
 
 
 
LTIP tax netting unit repurchase
 
 
 
 
 
 
 
 
(755)
(253)
 
 
 
 
 
 
 
 
 
 
 
 
(755)
(253)
 
 
 
 
 
 
 
 
 
 
Equity compensation expense
 
 
2,627 
999 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,627 
999 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on postretirement benefit plan assets and liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10 
7 
(24)
53 
 
 
(24)
53 
 
 
 
 
 
 
 
 
 
 
Issuance of common units, net of offering costs
 
 
0 
 
 
 
 
 
80,971 
204,335 
 
 
0 
 
 
 
 
 
 
 
 
 
80,971 
204,335 
 
 
0 
 
 
 
 
 
 
 
Issuance of Series B units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,157 
31,671 
1,157 
31,671 
Partners' Capital
$ (105,869)
$ (3,106)
$ (105,869)
$ (3,106)
$ (2,450)
$ 2,696 
$ 325,867 
$ 251,564 
$ 325,867 
$ 251,564 
$ 294,695 
$ 71,039 
$ 33,377 
$ 32,220 
$ 31,671 
$ 0 
$ (22)
$ 157 
$ (22)
$ 157 
$ 2 
$ 104 
$ 253,353 
$ 280,286 
$ 324,467 
$ 73,839 
$ 4,524 
$ 4,533 
$ 4,717 
$ 4,628 
 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Net income (loss)
$ (5,819)
$ (3,516)
Depreciation, amortization and accretion expense
28,099 
19,350 
Amortization of deferred financing costs
1,029 
1,894 
Amortization of weather derivative premium
694 
794 
Unrealized (gain) loss on commodity derivatives, net
(523)
(592)
Non-cash compensation expense
2,891 
1,200 
Postretirement expense (benefit)
55 
(35)
(Gain) loss on sale of assets, net
3,160 
209 
Loss on impairment of noncurrent assets held for sale
0 
673 
Deferred tax expense (benefit)
876 
(58)
Accounts receivable
(42)
(599)
Unbilled revenue
8,554 
1,913 
Risk management assets and liabilities
(875)
(965)
Other current assets
1,996 
2,858 
Other assets, net
21 
(608)
Accounts payable
(3,847)
624 
Accrued gas purchases
(6,445)
(2,734)
Accrued expenses and other current liabilities
1,652 
(1,446)
Asset retirement obligations
0 
(690)
Other liabilities
155 
(32)
Net cash provided by operating activities
31,631 
18,240 
Cost of acquisitions, net of cash acquired and settlements
7,383 
(110,909)
Additions to property, plant and equipment
(111,864)
(41,257)
Proceeds from disposals of property, plant and equipment
4,797 
6,323 
Investment in unconsolidated affiliates
(64,406)
(12,000)
Return of capital from unconsolidated affiliates
5,303 
983 
Restricted cash
6,475 
0 
Net cash used in investing activities
(152,312)
(156,860)
Proceeds from issuance of common units to public, net of offering costs
80,983 
204,335 
Unitholder contributions
1,905 
2,896 
Unitholder distributions
(36,935)
(19,549)
Issuance of Series A Units
45,000 
0 
Unitholder distributions for Delta House
(100,649)
0 
Acquisition of noncontrolling interests
(74)
(8)
Net distributions to noncontrolling interests
(101)
(273)
LTIP tax netting unit repurchase
(755)
(253)
Payment of deferred financing costs
(1,984)
(3,380)
Payments on other debt
(2,908)
(2,217)
Borrowings on other debt
0 
170 
Payments on long-term debt
(152,000)
(212,670)
Borrowings on long-term debt
287,700 
139,635 
Net cash provided by financing activities
120,182 
138,686 
Net increase (decrease) in cash and cash equivalents
(499)
66 
Beginning of period
499 
393 
End of period
0 
459 
Interest payments, net
7,606 
4,064 
Increase (decrease) in accrued property, plant and equipment
(24,666)
17,746 
Series A [Member]
 
 
Accrued paid in-kind unitholder distributions for Series A Units
12,598 
9,925 
Series B [Member]
 
 
Issuance of Series A Units
0 
30,000 
Accrued paid in-kind unitholder distributions for Series A Units
$ 1,157 
$ 1,671 
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 primarily in a number 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, transporting oil and storing specialty chemical products through our ownership and operation of twelve gathering systems, five processing facilities, three fractionation facilities, three marine terminal sites, three interstate pipelines, five intrastate pipelines and one oil pipeline. We also own a 66.7% non-operated interest in Main Pass Oil Gathering, LP ("MPOG"), a crude oil gathering and processing system, a 50% undivided, non-operated interest in the Burns Point Plant, a natural gas processing plant, a 46% non-operated interest in Mesquite, an off-spec condensate fractionation project, and a 12.9% non-operated interest in the Delta House floating production system and related pipeline infrastructure ("Delta House"). Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Mississippi, North Dakota, Tennessee, Texas and the Gulf of Mexico, provide critical infrastructure that links producers 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 1.8 million barrels of storage capacity across three marine terminal sites.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("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. 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.

Our financial results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results that may be expected for the year ending 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 (the "SEC") on March 10, 2015.

Consolidation Policy

The accompanying condensed consolidated financial statements include the 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. As of September 30, 2015, we held a 50% undivided interest in the Burns Point natural gas processing plant 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. 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 that are reflected as noncontrolling interests in the Partnership's condensed consolidated financial statements.

Investment in Unconsolidated Affiliates

Equity investments in which the Partnership exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying condensed consolidated balance sheets.

The Partnership believes the equity method is an appropriate means for it to recognize increases or decreases measured by GAAP in the economic resources underlying the investments. Regular evaluation of these investments is appropriate to evaluate any potential need for impairment. The Partnership uses evidence of a loss in value to identify if an investment has declined in value, other than a temporary decline.

The Partnership accounts for its 66.7% non-operated interest in MPOG, its 46.0% non-operated interest in Mesquite and its 12.9% non-operated interest in Delta House 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
Acquisitions and Divestitures
Acquisitions and Divestitures

Delta House Acquisition

On September 18, 2015, the Partnership acquired a 26.3% interest in Pinto Offshore Holdings, LLC ("Pinto") (the "Delta House Acquisition"), an entity that owns a non-operated interest in (i) approximately 49% of the limited liability company interests of Delta House FPS LLC and (ii) approximately 49% of the limited liability company interests of Delta House Oil and Gas Lateral LLC, which respectively own the Delta House floating production system and related pipeline infrastructure ("Delta House").  Delta House is a floating production system platform with associated oil and gas export pipelines, located in the Mississippi Canyon region of the deepwater Gulf of Mexico.

We acquired our 26.3% non-operated interest in Pinto in exchange for $162.0 million in cash, funded by the proceeds of a public offering of 7.5 million of the Partnership's common units representing Limited Partner interests, or common units, and with borrowings under the Partnership's Amended Credit Agreement, as defined in Note 13. As a result, we own a minority interest in Pinto, which in turn causes us to own a 12.9% minority interest in Delta House. Pursuant to the Pinto LLC Agreement, we have no management control or authority over the day-to-day operations.  Our minority interest in Pinto is accounted for as an equity method investment in the condensed consolidated financial statements.

Because our interest in Delta House was previously owned by an affiliate of our General Partner, we have accounted for our initial investment at our affiliate's preliminary carry-over basis resulting in $61.4 million which is recorded in Investments in unconsolidated affiliates in our condensed consolidated balance sheets and as an investing activity within the related condensed consolidated statement of cash flows. The amount by which the total consideration exceeded the carry-over basis was $100.6 million and is recorded as a distribution within the condensed consolidated statements of changes in partners’ capital and noncontrolling interest and a financing activity in the condensed consolidated statement of cash flows.

For the three and nine months ended September 30, 2015, the Partnership recorded $0.7 million in earnings from Delta House. The Partnership also received cash distributions of $3.7 million for the three and nine months ended September 30, 2015. The excess of the cash distributions received over the earnings recorded from Delta House is classified as a return of capital within cash flows from investing activities in our condensed consolidated statement of cash flows.

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 $258.0 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. The operating systems acquired have been included in the Partnership’s Gathering and Processing segment from the acquisition date.

During the first quarter of 2015, we reached an agreement on certain working capital matters with the Costar sellers, resulting in a decrease to goodwill of $0.2 million.

In the second quarter of 2015, we reached an agreement with the Costar sellers regarding certain capital expenditures that we have incurred, or will incur, that were not known at the time of closing, which resulted in a decrease to goodwill and cash consideration transferred of $7.2 million.

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
$
258,001

Limited partner common units
147,296

Total fair value of consideration
$
405,297


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
95,025

Noncontrolling interest
(219
)
 
$
405,297



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 common 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.

For the three and nine months ended September 30, 2015, Costar contributed revenue of $15.5 million and $61.1 million, respectively, and net loss of $1.8 million and net income of less than $0.1 million, respectively, 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.

For the three and nine months ended September 30, 2015, Lavaca contributed revenue of $5.7 million and $17.6 million, respectively, and net income of $2.3 million and $6.7 million, respectively, attributable to the Partnership's Gathering and Processing segment. For the three and nine months ended September 30, 2014, Lavaca contributed revenue of $4.5 million and $10.6 million, respectively, and net income of $2.3 million and $4.5 million, respectively, attributable to the Partnership's Gathering and Processing segment.

Other Acquisitions

Investment in Unconsolidated Affiliates

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 under 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.

For the three and nine months ended September 30, 2015, the Partnership recorded $0.4 million and $0.6 million, respectively, in earnings from MPOG. For the three and nine months ended September 30, 2014, the Partnership recorded $0.1 million in earnings from MPOG. The Partnership received cash distributions of $1.3 million and $2.8 million for the three and nine months ended September 30, 2015, respectively. The Partnership received cash distributions of $1.1 million and $1.1 million for the three and nine months ended September 30, 2014, respectively. 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.

Divestitures

On September 14, 2015, the Partnership disposed of certain terminal assets in Salisbury, Maryland, that were previously held for sale, with a book value approximating the sales proceeds of $0.9 million, resulting in a non-cash loss on disposal of less than $0.1 million. Of the proceeds received, the Partnership distributed $0.4 million to our General Partner in accordance with the original Agreement and Plan of Merger.

On June 1, 2015, the Partnership disposed of certain non-strategic off-shore transmission assets in Louisiana with a net book value of $3.0 million for nominal proceeds, resulting in a non-cash loss on disposal of $3.0 million.

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, which approximated its net book value.
Summary of Significant Accounting Policies
Recent Accounting Pronouncements
Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. ASU 2015-14 was subsequently issued and deferred the effective date to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. We are currently evaluating the method of adoption and impact this standard will have on our 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. ASU 2015-15 was subsequently issued to address the absence of authoritative guidance for debt issuance costs related to line-of-credit arrangements and states that the Securities and Exchange Commission ("SEC") staff will not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. Given the Partnership's debt issuance costs relate to its revolving credit facility, the Partnership is not required to alter its current accounting for such costs.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40), which assists entities in evaluating the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sales or license of software. The amendment will be effective prospectively for reporting periods beginning on or after December 15, 2015, and early adoption is permitted. The Partnership is currently assessing the ASU and does not believe there will be a significant impact on the Partnership's consolidated financial statements.

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 drop-down 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.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). This amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. The Partnership is currently evaluating the potential impact this standard will have on its condensed consolidated financial statements and related disclosures.
Discontinued Operations (Notes)
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations

The Partnership classified the terminal asset in Salisbury, Maryland as held for sale prior to its sale in the third quarter of 2015.
Historically, we have classified these assets as discontinued operations within our condensed consolidated statement of operations. Accordingly, we reclassified the disposal group's results of operations from our results of continuing operations to Income (loss) from discontinued operations, net of tax in our accompanying condensed consolidated statement of operations for all periods presented. We elected not to separately present 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 and nine months ended September 30, 2015 and 2014 (in thousands, except per unit amounts):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
—

 
$
13

 
$
74

 
$
461

Expenses
(77
)
 
(55
)
 
(193
)
 
(599
)
Loss on impairment of property, plant and equipment
—

 
—

 
—

 
(673
)
Loss on sale of assets
(65
)
 
—

 
(65
)
 
(87
)
Income tax benefit
89

 
16

 
105

 
316

Income (loss) from operations of disposal groups, net of tax
$
(53
)
 
$
(26
)
 
$
(79
)
 
$
(582
)
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$
—

 
$
—

 
$
—

 
$
(0.05
)
Concentration of Credit Risk and Trade Accounts Receivable
Concentration of Credit Risk and Trade Account Receivable
Concentration of Credit Risk and Trade Accounts Receivable

Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Mississippi, North Dakota, Tennessee, Texas and the Gulf of Mexico, provide critical infrastructure that links customers of crude oil, 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 reduced the concentration which may affect our overall credit risk. We maintain allowances for potentially uncollectible accounts receivable; however, for the three and nine months ended September 30, 2015 and 2014, no allowances on or significant write-offs of accounts receivable were recorded.

During the three months ended September 30, 2015, one customer accounted for 12% of the Partnership's consolidated revenue, compared to 24% for the three months ended September 30, 2014. During the nine months ended September 30, 2015, no individual customer accounted for 10% or more of the Partnership's consolidated revenue.
Other Current Assets (Notes)
Schedule of Other Current Assets
Other current assets consist of the following (in thousands):
 
September 30,
 
December 31,
 
2015
 
2014
Prepaid insurance
$
1,002

 
$
4,162

Restricted cash
—

 
6,475

Other prepaid amounts
2,095

 
758

Other current assets
4,039

 
4,159

 
$
7,136

 
$
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 from this obligation in January 2015. Other current assets primarily consist of natural gas imbalances and amounts due from related parties.
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. As of September 30, 2015, the aggregate notional volume of our commodity derivatives was 2.2 million gallons of NGLs, natural gasoline, and crude oil equivalent.

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 September 30, 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

To manage the impact of the interest rate risk associated with our credit facility, we enter into interest rate swaps from time to time, effectively converting a portion of the cash flows related to our long-term variable rate debt into fixed rate cash flows. The notional amount of our interest rate swap that expired on August 1, 2015, was $100.0 million. The interest rate swap was entered into with a single counterparty and we were not required to post collateral.

Weather Derivative

In the second quarter of 2015, 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 $0.9 million in 2015, 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 $0.6 million as of September 30, 2015.
As of September 30, 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
 
September 30,
2015
 
December 31, 2014
 
September 30,
2015
 
December 31, 2014
 
September 30,
2015
 
December 31, 2014
Current
 
$
1,177

 
$
688

 
$
—

 
$
—

 
$
1,177

 
$
688

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
1,177

 
$
688

 
$
—

 
$
—

 
$
1,177

 
$
688

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
—

 
$
(215
)
 
$
—

 
$
(215
)
Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total liabilities
 
$
—

 
$
—

 
$
—

 
$
(215
)
 
$
—

 
$
(215
)


For the three and nine months ended September 30, 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 September 30,
 
Nine months ended September 30,
 
Gain (loss) on derivatives
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2015
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
575

 
$
241

 
$
966

 
$
308

Interest expense
(36
)
 
69

 
(240
)
 
215

Direct operating expenses
(219
)
 
—

 
(694
)
 
—

Total
$
320

 
$
310

 
$
32

 
$
523

2014
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
(9
)
 
$
615

 
$
(191
)
 
$
474

Interest expense
(109
)
 
91

 
(322
)
 
118

Direct operating expenses
(241
)
 
—

 
(794
)
 
—

Total
$
(359
)
 
$
706

 
$
(1,307
)
 
$
592

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 our commodity and interest rate derivatives instruments are 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 nine months ended September 30, 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 September 30, 2015 and December 31, 2014 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Assets (Liabilities)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
September 30, 2015
$
594

 
$
—

 
$
594

 
$
—

 
$
594

December 31, 2014
286

 
—

 
286

 
—

 
286

Interest rate swap
 
 
 
 
 
 
 
 
 
September 30, 2015
$
—

 
$
—

 
$
—

 
$
—

 
$
—

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 September 30, 2015 and December 31, 2014 were as follows (in thousands):
 
Useful Life
(in years)
 
September 30,
2015
 
December 31,
2014
Land
N/A
 
$
5,282

 
$
5,282

Construction in progress
N/A
 
101,193

 
77,550

Base gas
N/A
 
1,108

 
1,108

Buildings and improvements
4 to 40
 
9,807

 
6,855

Processing and treating plants
8 to 40
 
81,597

 
80,837

Pipelines
3 to 40
 
488,492

 
451,341

Compressors
4 to 20
 
31,081

 
24,548

Dock
20 to 40
 
8,105

 
8,072

Tanks, truck rack and piping
20 to 40
 
32,826

 
30,079

Equipment
8 to 20
 
9,685

 
8,855

Computer software
5
 
7,107

 
3,490

Total property, plant and equipment
 
 
776,283

 
698,017

Accumulated depreciation
 
 
(137,344
)
 
(115,835
)
Property, plant and equipment, net
 
 
$
638,939

 
$
582,182



Of the gross property, plant and equipment balances at September 30, 2015 and December 31, 2014, $109.0 million and $101.9 million, respectively, were related to AlaTenn, Midla and HPGT, our FERC regulated interstate and intrastate assets.

Capitalized interest was $0.9 million and $0.3 million for the three months ended September 30, 2015 and 2014, respectively, and $1.6 million and $0.4 million for the nine months ended September 30, 2015 and 2014, respectively.

Depreciation expense was $7.9 million and $4.6 million for the three months ended September 30, 2015 and 2014, respectively, and $23.3 million and $15.7 million for the nine months ended September 30, 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 September 30, 2015 and December 31, 2014, was $134.9 million and $142.2 million, respectively. See Note 3 "Acquisitions and Divestitures" for discussion regarding the change in goodwill from December 31, 2014 to September 30, 2015. Goodwill as of September 30, 2015 consisted of $118.6 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):
 
September 30,
 
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
$
(12,101
)
 
$
(11,110
)
    Customer relationships
(2,435
)
 
(553
)
    Dedicated acreage
(2,263
)
 
(882
)
 
$
(16,799
)
 
$
(12,545
)
Net carrying amount:
 
 
 
    Customer contracts
$
—

 
$
991

    Customer relationships
50,965

 
52,847

    Dedicated acreage
51,087

 
52,468

 
$
102,052

 
$
106,306



Amortization expense on our intangible assets totaled $1.2 million and $0.9 million for the three months ended September 30, 2015 and 2014, respectively, and $4.3 million and $3.0 million for the nine months ended September 30, 2015 and 2014, respectively.
Investment in unconsolidated affiliates (Notes)
Investment in unconsolidated affiliates
Investment in unconsolidated affiliates

The Partnership accounts for its 66.7% non-operated interest in MPOG, a crude oil gathering and processing system, its 46.0% non-operated interest in Mesquite, an off-spec condensate fractionation project, and its 12.9% non-operated interest in Delta House, a floating production system platform with associated oil and gas export pipelines, under the equity method.

The following table presents the activity in the Partnership's equity investments as of September 30, 2015 and December 31, 2014 (in thousands):

 
 
MPOG
 
Mesquite
 
Delta House
 
Total
Balances at December 31, 2013
$
—

 
$
—

 
$
—

 
$
—

 
Initial investment
12,000

 
11,884

 
—

 
23,884

 
Earnings in unconsolidated affiliates
348

 
—

 
—

 
348

 
Distributions
(1,980
)
 
—

 
—

 
(1,980
)
Balances at December 31, 2014
$
10,368

 
$
11,884

 
$
—

 
$
22,252

 
Initial investment
—

 
—

 
61,351

 
61,351

 
Earnings in unconsolidated affiliates
571

 
—

 
694

 
1,265

 
Contributions
—

 
4,271

 
—

 
4,271

 
Distributions
(2,820
)
 
—

 
(3,748
)
 
(6,568
)
Balances at September 30, 2015
$
8,119

 
$
16,155

 
$
58,297

 
$
82,571



The following tables present the summarized combined financial information for the Partnership's equity investments (amounts represent 100% of investee financial information):

Balance Sheets:
September 30, 2015
 
December 31, 2014
Current assets
$
117,796

 
$
2,196

Non-current assets
929,836

 
62,635

Current liabilities
105,985

 
398

Non-current liabilities
361,662

 
22,307


 
Three months ended September 30,
 
Nine months ended September 30,
Income Statements:
2015
 
2014
 
2015
 
2014
Total revenue
$
9,201

 
$
1,737

 
$
13,610

 
$
1,737

Operating expense
1,274

 
632

 
3,011

 
632

Net income
5,975

 
185

 
6,216

 
185

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):
 
 
September 30,
 
December 31,
 
 
2015
 
2014
Accrued capital expenditures
 
$
5,325

 
$
17,134

Accrued expenses
 
6,399

 
6,380

Gas imbalances payable
 
634

 
1,069

Accrued property taxes
 
2,302

 
656

Other
 
2,704

 
561

 
 
$
17,364

 
$
25,800

Debt Obligations
Debt Obligations
Debt Obligations

Our outstanding borrowings under the credit facility were (in thousands):
 
September 30,
2015
 
December 31,
2014
Revolving credit facility
$
508,650

 
$
372,950

Other debt
—

 
2,908

Total debt
508,650

 
375,858

Less: current portion
—

 
2,908

Long-term debt
$
508,650

 
$
372,950



On September 18, 2015, the Partnership entered into the First Amendment and Incremental Commitment Agreement (the "First Amendment") to the Partnership's Amended and Restated Credit Agreement dated as of September 5, 2014 (as amended by the First Amendment, the "Amended Credit Agreement"), which provides for maximum borrowings equal to $750.0 million, with the ability to further increase the borrowing capacity to $900.0 million subject to lender approval. We can elect to have loans under our Amended 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 commitment fee of 0.50% per annum on the undrawn portion of the revolving loan under the Amended Credit Agreement.

Our obligations under the Amended Credit Agreement are secured by a lien on substantially all of our assets. Advances made under the Amended 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 Amended 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 Amended Credit Agreement contains certain financial covenants, including the requirement that our indebtedness not exceed 4.75 times adjusted consolidated EBITDA for the prior twelve month period adjusted in accordance with the Amended Credit Agreement (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 that requires our adjusted consolidated EBITDA to exceed consolidated interest charges by not less than 2.50 times. The financial covenants in our Amended Credit Agreement may limit the amount available to us for borrowing to less than $750.0 million. In addition to the financial covenants described above, the Amended 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 nine months ended September 30, 2015 and 2014, the weighted average interest rate on borrowings under the Amended Credit Agreement was approximately 3.50% and 4.38%, respectively.

As of September 30, 2015, our consolidated total leverage was 4.44 and our interest coverage ratio was 10.18, which were in compliance with the consolidated total leverage ratio and interest coverage ratio tests in accordance with the financial covenants required in the Amended Credit Agreement. At September 30, 2015 and December 31, 2014, letters of credit outstanding under the Amended Credit Agreement were $1.4 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 was 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 on 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 on the distributions 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 and June 30, 2015, we entered into two Series A-2 Convertible Preferred Unit Purchase Agreements with Magnolia Infrastructure Partners, LLC (an affiliate of HPIP) pursuant to which the Partnership issued, in separate private placements, newly-designated Series A-2 Units (the “Series A-2 Units”) representing limited partnership interests in the Partnership. As a result, the Partnership issued a total of 2,571,430 Series A-2 Units for approximately $45.0 million in aggregate proceeds during the nine months ended September 30, 2015. 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-1 Units (together with the Series A-2 Units, the "Series A Units"), with such distributions being made in cash or with paid-in-kind Series A Units at the election of the board of directors of our General Partner. The board of directors of our General Partner to date has elected to pay Series A distributions using paid-in-kind Series A Units.

On July 27, 2015, we entered into the Fifth Amendment (the “Fifth Amendment”) to our partnership agreement. The Fifth Amendment grants us the right (the “Call Right”) to require the holders of the Series A-2 Units (the “Series A-2 Holders”) to sell, assign and transfer all or a portion of the then outstanding Series A-2 Units to us for a purchase price of $17.50 per Series A-2 Unit (subject to appropriate adjustment for any equity distribution, subdivision or combination of equity interests in the Partnership). We may exercise the Call Right at any time after January 1, 2016, in connection with our or our affiliate’s acquisition of assets or equity from ArcLightEnergy Partners Fund V, L.P., or one of its affiliates, for a purchase price in excess of $100 million. We may not exercise the Call Right with respect to any Series A-2 Units that a Series A-2 Holder has elected to convert into common units on or prior to the date we have provided notice of our intent to exercise the Call Right, and may not exercise the Call Right if doing so would result in a default under any of our or our affiliates’ financing agreements or obligations.

As a result of the equity offering that closed on September 15, 2015, discussed below, the conversion price of the Series A Units was adjusted to $15.94 in accordance with the terms of the Partnership agreement so that the holders of those units would maintain their ownership interest on an as-converted basis.

Equity Offerings

On September 10, 2015, the Partnership and certain of its affiliates entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the underwriters named therein, providing for the issuance and sale by the Partnership of 7,500,000 common units representing Limited Partner interests in the Partnership at a price to the public of $11.31 per common unit. The offering closed on September 15, 2015 and the Partnership used the net proceeds of $81.0 million to fund a portion of the Delta House acquisition.

On October 8, 2015, we completed the issuance of an additional 151,937 Limited Partner common units at a price of $11.31 per unit pursuant to the partial exercise of the overallotment option granted in connection with the public offering of 7,500,000 Limited Partner common units that closed on September 15, 2015 for net proceeds of $1.7 million.

On January 29, 2014, the Partnership and certain of its affiliates entered into an underwriting agreement with Barclays Capital Inc. and UBS Securities LLC, providing for the issuance and sale by the Partnership, and the purchase 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 September 30, 2015 and December 31, 2014, respectively, were as follows (in thousands):
 
September 30,
2015
 
December 31,
2014
Series A convertible preferred units
8,930

 
5,745

Series B convertible units
1,325

 
1,255

Limited Partner common units
30,269

 
22,670

General Partner units
536

 
392



Distributions

We made cash distributions as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Series A convertible preferred units
$
—

 
$
—

 
$
—

 
$
2,658

Limited Partner common units
10,755

 
5,154

 
32,221

 
15,203

General Partner units
522

 
75

 
840

 
223

General Partners' incentive distribution rights
1,293

 
528

 
3,874

 
1,465

 
$
12,570

 
$
5,757

 
$
36,935

 
$
19,549



The Partnership executed a fourth amendment to its partnership agreement (the "Fourth Amendment"), which became effective March 30, 2015, related to its outstanding Series A Units. As a result of the Fourth Amendment, distributions on Series A Units being 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, 2015 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 September 30, 2015, we had accrued $5.0 million for the paid-in-kind Series A Units. The distributions will be made in the fourth quarter of 2015.

Net Income (Loss) attributable to Limited Partner Common 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 common 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 September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Net income (loss) from continuing operations
$
(4,574
)
 
$
(2,397
)
 
$
(5,740
)
 
$
(2,934
)
Less: Net income (loss) attributable to noncontrolling interests
34

 
33

 
80

 
207

Net income (loss) from continuing operations attributable to the Partnership
(4,608
)
 
(2,430
)
 
(5,820
)
 
(3,141
)
Less:
 
 
 
 
 
 
 
Contractual distributions on Series A Units
4,991

 
4,165

 
12,598

 
11,263

Declared distributions on Series B Units
324

 
619

 
1,157

 
1,671

General partner's distribution
1,815

 
603

 
4,714

 
1,688

General partner's share in undistributed loss
(294
)
 
(169
)
 
(737
)
 
(430
)
Net income (loss) from continuing operations available to limited partners
(11,444
)
 
(7,648
)
 
(23,552
)
 
(17,333
)
Net income (loss) from discontinued operations available to limited partners
(53
)
 
(26
)
 
(79
)
 
(574
)
Net income (loss) available to limited partners
$
(11,497
)
 
$
(7,674
)
 
$
(23,631
)
 
$
(17,907
)
 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
23,987

 
13,204

 
23,154

 
11,409

 
 
 
 
 
 
 
 
Limited partners' net loss per common unit
 
 
 
 
 
 
 
Basic and diluted:
 
 
 
 
 
 
 
Loss from continuing operations
$
(0.48
)
 
$
(0.58
)
 
$
(1.02
)
 
$
(1.52
)
Loss from discontinued operations
—

 
—

 
—

 
(0.05
)
Net loss
$
(0.48
)
 
$
(0.58
)
 
$
(1.02
)
 
$
(1.57
)
Long-Term Incentive Plan
Long-Term Incentive Plan
Long-Term Incentive Plan

Our General Partner manages our operations and activities and employs personnel who support our operations. The board of directors of our General Partner issues awards under its long-term incentive plan (“LTIP”) for its employees, consultants and directors who perform services for us or our affiliates. At September 30, 2015 and December 31, 2014, 398,510 and 688,976 units, respectively, were available for future grant under the LTIP.

LTIP awards are subject to forfeiture until the applicable 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 conditions other than continued employment requirements.

The following table summarizes changes in our unit-based awards during the nine months ended September 30, 2015 indicated, in units:
 
 
Nine months ended September 30, 2015
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
201,132

 
$
19.85

Granted
 
341,640

 
15.77

Forfeited
 
(9,722
)
 
16.91

Vested
 
(140,257
)
 
18.67

Outstanding at end of period
 
392,793

 
$
16.80



The fair value of our phantom units, which are subject to equity classification, is based on the fair value of our limited partner units at the grant date. Compensation costs related to these awards, including amortization, for the three months ended September 30, 2015 and 2014 were $0.6 million and $0.3 million, respectively, and for the nine months ended September 30, 2015 and 2014 were $2.8 million and $1.1 million, respectively, which are classified as Equity compensation expense in our condensed consolidated statements of operations and in partners’ capital on our condensed consolidated balance sheets.

The total fair value of vested units at the time of vesting was $2.5 million and $1.2 million for the nine months ended September 30, 2015 and 2014, respectively.

Equity compensation expense related to unvested awards not yet recognized at September 30, 2015 and 2014 was $5.5 million and $3.4 million, respectively, and the weighted average period over which this cost is expected to be recognized as of September 30, 2015 is approximately 3.0 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. However, the State of Texas imposes a margin tax upon the Partnership that is assessed annually against the taxable margin apportioned to Texas. In general, taxes on our net income are borne by our unitholders through their allocation of taxable income or loss. However, one of our subsidiaries, American Midstream Blackwater, LLC, owns a corporate consolidated tax return group which is a separate taxable entity for U.S. federal income tax and state income tax purposes. The provision for income taxes is attributable to the activities of the taxable corporate consolidated tax return group and taxable margin apportioned to Texas.
On October 2, 2014, the Partnership received a “Notice of Beginning of Administrative Proceeding” (the “NBAP”) relating to the Internal Revenue Service (the “IRS”) commencing an audit of the Partnership’s 2012 Form 1065 federal tax return. Under IRS regulations, the Partnership was required to communicate the NBAP to all limited partners who hold less than 1% of its outstanding units ("Non-Notice Partners") within 75 days of receipt of the NBAP. The Partnership filed a Current Report on Form 8-K with the SEC on November 19, 2014, furnishing a copy of the NBAP to its Non-Notice Partners.
On June 19, 2015, the Partnership received a No Adjustments Letter (the "No Adjustments Letter") relating to the IRS audit of Partnership’s 2012 Form 1065 federal tax return. There were no adjustments proposed by the IRS for the Partnership’s 2012 Form 1065 federal tax return. The Partnership filed a Current Report on Form 8-K with the SEC on June 24, 2015, furnishing a copy of the No Adjustments Letter to its Non-Notice Partners.

Income tax expense for the three and nine months ended September 30, 2015 was $0.6 million and $1.1 million, respectively, resulting in an effective tax rate of 14.9% and 22.8%, respectively. For the three and nine months ended September 30, 2014, income tax expense was $0.1 million and $0.3 million, respectively, resulting in an effective tax rate of 5.4% and 9.7%, respectively.

The effective tax rates for the three and nine months ended September 30, 2015 and September 30, 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 certainty, our management believes that the resolution of any of our pending proceedings 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 pipelines, 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 "Midla 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.

On April 16, 2015, the FERC approved the Midla Agreement between Midla and its customers allowing Midla to 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 Midla 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. On June 29, 2015, the Partnership filed with the FERC for authorization to construct the Midla-Natchez pipeline. Subject to FERC approval, construction is expected to commence in the first half of 2016 with service beginning in late 2016. Under the Midla 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 and nine months ended September 30, 2015, administrative and operational services expenses of $14.6 million and $28.8 million, respectively, were charged to us by our General Partner. During the three and nine months ended September 30, 2014, administrative and operational services expenses of $5.5 million and $15.2 million, respectively, were charged to us by our General Partner. For the three and nine months ended September 30, 2015, our General Partner incurred approximately $1.0 million and $0.1 million, respectively, of net costs primarily associated with certain business development activities. For the three and nine months ended September 30, 2014, our General Partner incurred net costs primarily associated with certain business development activities in amounts equal to approximately $0.3 million and $1.3 million, respectively.

For the three and six months ended June 30, 2015, the Partnership and an affiliate of HPIP entered into arrangements under which the affiliate reimbursed the Partnership for right-of-ways purchased on the affiliate's behalf for approximately $1.1 million and $3.9 million, respectively. During the three months ended September 30, 2015, the Partnership purchased certain equipment from an affiliate for $0.3 million.

During the second quarter of 2014, the Partnership and an affiliate of its General Partner entered into a Management Service Fee arrangement under which the affiliate pays a monthly fee to reimburse the Partnership for administrative expenses incurred on the affiliates' behalf. During the three and nine months ended September 30, 2015, the Partnership recognized $0.3 million and $1.2 million, in management fee income, respectively, and $0.2 million and $0.3 million during the three and nine months ended September 30, 2014, respectively, that has been recorded as a reduction to Selling, general and administrative expenses.

In connection with the equity offering on September 10, 2015, certain affiliates and officers of our General Partner agreed to purchase an aggregate of 739,441 common units for approximately $8.4 million. The underwriters did not receive any underwriting discounts or commissions on the common units purchased by these affiliates and officers.
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 and nine months ended September 30, 2015 and 2014 (in thousands):
 
 
Three months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
40,103

 
$
9,977

 
$
4,745

 
$
54,825

Gain (loss) on commodity derivatives, net
816

 
—

 
—

 
816

Total revenue
40,919

 
9,977

 
4,745

 
55,641

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
22,055

 
2,376

 
—

 
24,431

Direct operating expenses
10,119

 
3,595

 
1,614

 
15,328

Selling, general and administrative expenses
 
 
 
 
 
 
7,639

Equity compensation expense
 
 
 
 
 
 
574

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,160

Total operating expenses
 
 
 
 
 
 
57,132

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(32
)
Interest expense
 
 
 
 
 
 
(3,553
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
1,094

Income tax (expense) benefit
 
 
 
 
 
 
(592
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(53
)
Net income (loss)
 
 
 
 
 
 
(4,627
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
34

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(4,661
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
18,422

 
$
7,581

 
$
3,131

 
$
29,134


 
Three months ended September 30, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
45,569

 
$
20,328

 
$
3,802

 
$
69,699

Gain (loss) on commodity derivatives, net
606

 
—

 
—

 
606

Total revenue
46,175

 
20,328

 
3,802

 
70,305

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
35,024

 
11,666

 
—

 
46,690

Direct operating expenses
5,249

 
5,033

 
1,602

 
11,884

Selling, general and administrative expenses
 
 
 
 
 
 
5,875

Equity compensation expense
 
 
 
 
 
 
337

Depreciation, amortization and accretion expense
 
 
 
 
 
 
5,706

Total operating expenses
 
 
 
 
 
 
70,492

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(103
)
Other income (expense)
 
 
 
 
 
 
(672
)
Interest expense
 
 
 
 
 
 
(1,430
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
117

Income tax (expense) benefit
 
 
 
 
 
 
(122
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(26
)
Net income (loss)
 
 
 
 
 
 
(2,423
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
33

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(2,456
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
10,513

 
$
8,619

 
$
2,200

 
$
21,332


 
Nine months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
138,991

 
$
34,148

 
$
13,346

 
$
186,485

Gain (loss) on commodity derivatives, net
1,274

 
—

 
—

 
1,274

Total revenue
140,265

 
34,148

 
13,346

 
187,759

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
79,645

 
7,097

 
—

 
86,742

Direct operating expenses
28,342

 
10,027

 
4,793

 
43,162

Selling, general and administrative expenses
 
 
 
 
 
 
20,145

Equity compensation expense
 
 
 
 
 
 
2,822

Depreciation, amortization and accretion expense
 
 
 
 
 
 
28,099

Total operating expenses
 
 
 
 
 
 
180,970

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(3,010
)
Interest expense
 
 
 
 
 
 
(9,719
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
1,265

Income tax (expense) benefit
 
 
 
 
 
 
(1,065
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(79
)
Net income (loss)
 
 
 
 
 
 
(5,819
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
80

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(5,899
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
59,687

 
$
26,975

 
$
8,553

 
$
95,215


 
Nine months ended September 30, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
147,209

 
$
69,417

 
$
11,314

 
$
227,940

Gain (loss) on commodity derivatives, net
283

 
—

 
—

 
283

Total revenue
147,492

 
69,417

 
11,314

 
228,223

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
115,383

 
40,346

 
—

 
155,729

Direct operating expenses
15,163

 
11,887

 
4,839

 
31,889

Selling, general and administrative expenses
 
 
 
 
 
 
17,105

Equity compensation expense
 
 
 
 
 
 
1,132

Depreciation, amortization and accretion expense
 
 
 
 
 
 
19,350

Total operating expenses
 
 
 
 
 
 
225,205

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(124
)
Other income (expense)
 
 
 
 
 
 
(672
)
Interest expense
 
 
 
 
 
 
(5,013
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
117

Income tax (expense) benefit
 
 
 
 
 
 
(260
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(582
)
Net income (loss)
 
 
 
 
 
 
(3,516
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
207

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(3,723
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
31,122

 
$
28,983

 
$
6,475

 
$
66,580


 
September 30,
 
December 31,
 
2015
 
2014
Segment assets:
 
 
 
Gathering and Processing
$
683,911

 
$
686,395

Transmission
130,525

 
132,767

Terminals
84,730

 
71,180

Other (b)
106,320

 
26,302

Total assets
$
1,005,486

 
$
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

Distribution

On October 22, 2015, we announced a distribution of $0.4725 per unit for the quarter ended September 30, 2015, or $1.89 per unit on an annualized basis, payable on November 13, 2015 to unitholders of record on November 4, 2015.
Organization and Basis of Presentation (Policies)
Equity Method Investments, Policy [Policy Text Block] 
Investment in Unconsolidated Affiliates

Equity investments in which the Partnership exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method and are reported in Investment in unconsolidated affiliates in the accompanying condensed consolidated balance sheets.

The Partnership believes the equity method is an appropriate means for it to recognize increases or decreases measured by GAAP in the economic resources underlying the investments. Regular evaluation of these investments is appropriate to evaluate any potential need for impairment. The Partnership uses evidence of a loss in value to identify if an investment has declined in value, other than a temporary decline.

The Partnership accounts for its 66.7% non-operated interest in MPOG, its 46.0% non-operated interest in Mesquite and its 12.9% non-operated interest in Delta House under the equity method.
Nature of Business 

Nature of Business

We are engaged in the business of gathering, treating, processing, and transporting natural gas, fractionating NGLs, transporting oil and storing specialty chemical products through our ownership and operation of twelve gathering systems, five processing facilities, three fractionation facilities, three marine terminal sites, three interstate pipelines, five intrastate pipelines and one oil pipeline. We also own a 66.7% non-operated interest in Main Pass Oil Gathering, LP ("MPOG"), a crude oil gathering and processing system, a 50% undivided, non-operated interest in the Burns Point Plant, a natural gas processing plant, a 46% non-operated interest in Mesquite, an off-spec condensate fractionation project, and a 12.9% non-operated interest in the Delta House floating production system and related pipeline infrastructure ("Delta House"). Our primary assets, which are strategically located in Alabama, Georgia, Louisiana, Mississippi, North Dakota, Tennessee, Texas and the Gulf of Mexico, provide critical infrastructure that links producers 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 1.8 million barrels of storage capacity across three 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 in the United States ("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. 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.

Our financial results for the three and nine months ended September 30, 2015, are not necessarily indicative of the results that may be expected for the year ending 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 (the "SEC") on March 10, 2015.
Consolidation Policy 
Consolidation Policy

The accompanying condensed consolidated financial statements include the 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. As of September 30, 2015, we held a 50% undivided interest in the Burns Point natural gas processing plant 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. 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 that 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 
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
$
258,001

Limited partner common units
147,296

Total fair value of consideration
$
405,297

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
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
95,025

Noncontrolling interest
(219
)
 
$
405,297

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
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 and nine months ended September 30, 2015 and 2014 (in thousands, except per unit amounts):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
—

 
$
13

 
$
74

 
$
461

Expenses
(77
)
 
(55
)
 
(193
)
 
(599
)
Loss on impairment of property, plant and equipment
—

 
—

 
—

 
(673
)
Loss on sale of assets
(65
)
 
—

 
(65
)
 
(87
)
Income tax benefit
89

 
16

 
105

 
316

Income (loss) from operations of disposal groups, net of tax
$
(53
)
 
$
(26
)
 
$
(79
)
 
$
(582
)
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$
—

 
$
—

 
$
—

 
$
(0.05
)
Other Current Assets (Tables)
Other Current Assets
Other current assets consist of the following (in thousands):
 
September 30,
 
December 31,
 
2015
 
2014
Prepaid insurance
$
1,002

 
$
4,162

Restricted cash
—

 
6,475

Other prepaid amounts
2,095

 
758

Other current assets
4,039

 
4,159

 
$
7,136

 
$
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 from 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 September 30, 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
 
September 30,
2015
 
December 31, 2014
 
September 30,
2015
 
December 31, 2014
 
September 30,
2015
 
December 31, 2014
Current
 
$
1,177

 
$
688

 
$
—

 
$
—

 
$
1,177

 
$
688

Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total assets
 
$
1,177

 
$
688

 
$
—

 
$
—

 
$
1,177

 
$
688

 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
$
—

 
$
—

 
$
—

 
$
(215
)
 
$
—

 
$
(215
)
Noncurrent
 
—

 
—

 
—

 
—

 
—

 
—

Total liabilities
 
$
—

 
$
—

 
$
—

 
$
(215
)
 
$
—

 
$
(215
)
Realized and unrealized gains (losses) with commodity and interst rate derivative instruments 
For the three and nine months ended September 30, 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 September 30,
 
Nine months ended September 30,
 
Gain (loss) on derivatives
 
Gain (loss) on derivatives
Statement of Operations Classification
Realized
 
Unrealized
 
Realized
 
Unrealized
2015
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
575

 
$
241

 
$
966

 
$
308

Interest expense
(36
)
 
69

 
(240
)
 
215

Direct operating expenses
(219
)
 
—

 
(694
)
 
—

Total
$
320

 
$
310

 
$
32

 
$
523

2014
 
 
 
 
 
 
 
Gain (loss) on commodity derivatives, net
$
(9
)
 
$
615

 
$
(191
)
 
$
474

Interest expense
(109
)
 
91

 
(322
)
 
118

Direct operating expenses
(241
)
 
—

 
(794
)
 
—

Total
$
(359
)
 
$
706

 
$
(1,307
)
 
$
592

Fair Value Measurement (Tables)
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 September 30, 2015 and December 31, 2014 (in thousands):
 
Carrying
Amount
 
Estimated Fair Value of the Assets (Liabilities)
 
Level 1
 
Level 2
 
Level 3
 
Total
Commodity derivative instruments, net
 
 
 
 
 
 
 
 
 
September 30, 2015
$
594

 
$
—

 
$
594

 
$
—

 
$
594

December 31, 2014
286

 
—

 
286

 
—

 
286

Interest rate swap
 
 
 
 
 
 
 
 
 
September 30, 2015
$
—

 
$
—

 
$
—

 
$
—

 
$
—

December 31, 2014
(215
)
 
—

 
(215
)
 
—

 
(215
)
Property, Plant and Equipment (Tables)
Property, plant and equipment, net
Property, plant and equipment, net, as of September 30, 2015 and December 31, 2014 were as follows (in thousands):
 
Useful Life
(in years)
 
September 30,
2015
 
December 31,
2014
Land
N/A
 
$
5,282

 
$
5,282

Construction in progress
N/A
 
101,193

 
77,550

Base gas
N/A
 
1,108

 
1,108

Buildings and improvements
4 to 40
 
9,807

 
6,855

Processing and treating plants
8 to 40
 
81,597

 
80,837

Pipelines
3 to 40
 
488,492

 
451,341

Compressors
4 to 20
 
31,081

 
24,548

Dock
20 to 40
 
8,105

 
8,072

Tanks, truck rack and piping
20 to 40
 
32,826

 
30,079

Equipment
8 to 20
 
9,685

 
8,855

Computer software
5
 
7,107

 
3,490

Total property, plant and equipment
 
 
776,283

 
698,017

Accumulated depreciation
 
 
(137,344
)
 
(115,835
)
Property, plant and equipment, net
 
 
$
638,939

 
$
582,182

Goodwill and Intangible Assets, Net (Tables)
Schedule of Finite-Lived Intangible Assets
Intangible assets, net, consist of the following (in thousands):
 
September 30,
 
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
$
(12,101
)
 
$
(11,110
)
    Customer relationships
(2,435
)
 
(553
)
    Dedicated acreage
(2,263
)
 
(882
)
 
$
(16,799
)
 
$
(12,545
)
Net carrying amount:
 
 
 
    Customer contracts
$
—

 
$
991

    Customer relationships
50,965

 
52,847

    Dedicated acreage
51,087

 
52,468

 
$
102,052

 
$
106,306

Investment in unconsolidated affiliates (Tables)
Investments in and Advances to Affiliates 
The following table presents the activity in the Partnership's equity investments as of September 30, 2015 and December 31, 2014 (in thousands):

 
 
MPOG
 
Mesquite
 
Delta House
 
Total
Balances at December 31, 2013
$
—

 
$
—

 
$
—

 
$
—

 
Initial investment
12,000

 
11,884

 
—

 
23,884

 
Earnings in unconsolidated affiliates
348

 
—

 
—

 
348

 
Distributions
(1,980
)
 
—

 
—

 
(1,980
)
Balances at December 31, 2014
$
10,368

 
$
11,884

 
$
—

 
$
22,252

 
Initial investment
—

 
—

 
61,351

 
61,351

 
Earnings in unconsolidated affiliates
571

 
—

 
694

 
1,265

 
Contributions
—

 
4,271

 
—

 
4,271

 
Distributions
(2,820
)
 
—

 
(3,748
)
 
(6,568
)
Balances at September 30, 2015
$
8,119

 
$
16,155

 
$
58,297

 
$
82,571

Equity Method Investments 
The following tables present the summarized combined financial information for the Partnership's equity investments (amounts represent 100% of investee financial information):

Balance Sheets:
September 30, 2015
 
December 31, 2014
Current assets
$
117,796

 
$
2,196

Non-current assets
929,836

 
62,635

Current liabilities
105,985

 
398

Non-current liabilities
361,662

 
22,307


 
Three months ended September 30,
 
Nine months ended September 30,
Income Statements:
2015
 
2014
 
2015
 
2014
Total revenue
$
9,201

 
$
1,737

 
$
13,610

 
$
1,737

Operating expense
1,274

 
632

 
3,011

 
632

Net income
5,975

 
185

 
6,216

 
185

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities were as follows (in thousands):
 
 
September 30,
 
December 31,
 
 
2015
 
2014
Accrued capital expenditures
 
$
5,325

 
$
17,134

Accrued expenses
 
6,399

 
6,380

Gas imbalances payable
 
634

 
1,069

Accrued property taxes
 
2,302

 
656

Other
 
2,704

 
561

 
 
$
17,364

 
$
25,800

Debt Obligations (Tables)
Outstanding borrowings under the credit facility
Our outstanding borrowings under the credit facility were (in thousands):
 
September 30,
2015
 
December 31,
2014
Revolving credit facility
$
508,650

 
$
372,950

Other debt
—

 
2,908

Total debt
508,650

 
375,858

Less: current portion
—

 
2,908

Long-term debt
$
508,650

 
$
372,950

Partners' Capital (Tables)
Numbers of units outstanding 
Distributions

We made cash distributions as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Series A convertible preferred units
$
—

 
$
—

 
$
—

 
$
2,658

Limited Partner common units
10,755

 
5,154

 
32,221

 
15,203

General Partner units
522

 
75

 
840

 
223

General Partners' incentive distribution rights
1,293

 
528

 
3,874

 
1,465

 
$
12,570

 
$
5,757

 
$
36,935

 
$
19,549

The number of units outstanding as of September 30, 2015 and December 31, 2014, respectively, were as follows (in thousands):
 
September 30,
2015
 
December 31,
2014
Series A convertible preferred units
8,930

 
5,745

Series B convertible units
1,325

 
1,255

Limited Partner common units
30,269

 
22,670

General Partner units
536

 
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 September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Net income (loss) from continuing operations
$
(4,574
)
 
$
(2,397
)
 
$
(5,740
)
 
$
(2,934
)
Less: Net income (loss) attributable to noncontrolling interests
34

 
33

 
80

 
207

Net income (loss) from continuing operations attributable to the Partnership
(4,608
)
 
(2,430
)
 
(5,820
)
 
(3,141
)
Less:
 
 
 
 
 
 
 
Contractual distributions on Series A Units
4,991

 
4,165

 
12,598

 
11,263

Declared distributions on Series B Units
324

 
619

 
1,157

 
1,671

General partner's distribution
1,815

 
603

 
4,714

 
1,688

General partner's share in undistributed loss
(294
)
 
(169
)
 
(737
)
 
(430
)
Net income (loss) from continuing operations available to limited partners
(11,444
)
 
(7,648
)
 
(23,552
)
 
(17,333
)
Net income (loss) from discontinued operations available to limited partners
(53
)
 
(26
)
 
(79
)
 
(574
)
Net income (loss) available to limited partners
$
(11,497
)
 
$
(7,674
)
 
$
(23,631
)
 
$
(17,907
)
 
 
 
 
 
 
 
 
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
23,987

 
13,204

 
23,154

 
11,409

 
 
 
 
 
 
 
 
Limited partners' net loss per common unit
 
 
 
 
 
 
 
Basic and diluted:
 
 
 
 
 
 
 
Loss from continuing operations
$
(0.48
)
 
$
(0.58
)
 
$
(1.02
)
 
$
(1.52
)
Loss from discontinued operations
—

 
—

 
—

 
(0.05
)
Net loss
$
(0.48
)
 
$
(0.58
)
 
$
(1.02
)
 
$
(1.57
)
Long-Term Incentive Plan (Tables)
Table summarizes our unit-based awards
The following table summarizes changes in our unit-based awards during the nine months ended September 30, 2015 indicated, in units:
 
 
Nine months ended September 30, 2015
 
 
Units
 
Weighted-Average Exercise Price
Outstanding at beginning of period
 
201,132

 
$
19.85

Granted
 
341,640

 
15.77

Forfeited
 
(9,722
)
 
16.91

Vested
 
(140,257
)
 
18.67

Outstanding at end of period
 
392,793

 
$
16.80

Reporting Segments (Tables)
Segment information
The following tables set forth our segment information for the three and nine months ended September 30, 2015 and 2014 (in thousands):
 
 
Three months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
40,103

 
$
9,977

 
$
4,745

 
$
54,825

Gain (loss) on commodity derivatives, net
816

 
—

 
—

 
816

Total revenue
40,919

 
9,977

 
4,745

 
55,641

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
22,055

 
2,376

 
—

 
24,431

Direct operating expenses
10,119

 
3,595

 
1,614

 
15,328

Selling, general and administrative expenses
 
 
 
 
 
 
7,639

Equity compensation expense
 
 
 
 
 
 
574

Depreciation, amortization and accretion expense
 
 
 
 
 
 
9,160

Total operating expenses
 
 
 
 
 
 
57,132

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(32
)
Interest expense
 
 
 
 
 
 
(3,553
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
1,094

Income tax (expense) benefit
 
 
 
 
 
 
(592
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(53
)
Net income (loss)
 
 
 
 
 
 
(4,627
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
34

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(4,661
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
18,422

 
$
7,581

 
$
3,131

 
$
29,134


 
Three months ended September 30, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
45,569

 
$
20,328

 
$
3,802

 
$
69,699

Gain (loss) on commodity derivatives, net
606

 
—

 
—

 
606

Total revenue
46,175

 
20,328

 
3,802

 
70,305

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
35,024

 
11,666

 
—

 
46,690

Direct operating expenses
5,249

 
5,033

 
1,602

 
11,884

Selling, general and administrative expenses
 
 
 
 
 
 
5,875

Equity compensation expense
 
 
 
 
 
 
337

Depreciation, amortization and accretion expense
 
 
 
 
 
 
5,706

Total operating expenses
 
 
 
 
 
 
70,492

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(103
)
Other income (expense)
 
 
 
 
 
 
(672
)
Interest expense
 
 
 
 
 
 
(1,430
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
117

Income tax (expense) benefit
 
 
 
 
 
 
(122
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(26
)
Net income (loss)
 
 
 
 
 
 
(2,423
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
33

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(2,456
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
10,513

 
$
8,619

 
$
2,200

 
$
21,332


 
Nine months ended September 30, 2015
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
138,991

 
$
34,148

 
$
13,346

 
$
186,485

Gain (loss) on commodity derivatives, net
1,274

 
—

 
—

 
1,274

Total revenue
140,265

 
34,148

 
13,346

 
187,759

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
79,645

 
7,097

 
—

 
86,742

Direct operating expenses
28,342

 
10,027

 
4,793

 
43,162

Selling, general and administrative expenses
 
 
 
 
 
 
20,145

Equity compensation expense
 
 
 
 
 
 
2,822

Depreciation, amortization and accretion expense
 
 
 
 
 
 
28,099

Total operating expenses
 
 
 
 
 
 
180,970

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(3,010
)
Interest expense
 
 
 
 
 
 
(9,719
)
Earnings in unconsolidated affiliates
 
 
 
 
 
 
1,265

Income tax (expense) benefit
 
 
 
 
 
 
(1,065
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(79
)
Net income (loss)
 
 
 
 
 
 
(5,819
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
80

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(5,899
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
59,687

 
$
26,975

 
$
8,553

 
$
95,215


 
Nine months ended September 30, 2014
 
Gathering
and
Processing
 
Transmission
 
Terminals
 
Total
Revenue
$
147,209

 
$
69,417

 
$
11,314

 
$
227,940

Gain (loss) on commodity derivatives, net
283

 
—

 
—

 
283

Total revenue
147,492

 
69,417

 
11,314

 
228,223

Operating expenses:
 
 
 
 
 
 
 
Purchases of natural gas, NGL's and condensate
115,383

 
40,346

 
—

 
155,729

Direct operating expenses
15,163

 
11,887

 
4,839

 
31,889

Selling, general and administrative expenses
 
 
 
 
 
 
17,105

Equity compensation expense
 
 
 
 
 
 
1,132

Depreciation, amortization and accretion expense
 
 
 
 
 
 
19,350

Total operating expenses
 
 
 
 
 
 
225,205

Gain (loss) on sale of assets, net
 
 
 
 
 
 
(124
)
Other income (expense)
 
 
 
 
 
 
(672
)
Interest expense
 
 
 
 
 
 
(5,013
)
Earnings in unconsolidated affiliate
 
 
 
 
 
 
117

Income tax (expense) benefit
 
 
 
 
 
 
(260
)
Income (loss) from discontinued operations, net of tax
 
 
 
 
 
 
(582
)
Net income (loss)
 
 
 
 
 
 
(3,516
)
Less: Net income (loss) attributable to noncontrolling interests
 
 
 
 
 
 
207

Net income (loss) attributable to the Partnership
 
 
 
 
 
 
$
(3,723
)
 
 
 
 
 
 
 
 
Segment gross margin (a)
$
31,122

 
$
28,983

 
$
6,475

 
$
66,580


 
September 30,
 
December 31,
 
2015
 
2014
Segment assets:
 
 
 
Gathering and Processing
$
683,911

 
$
686,395

Transmission
130,525

 
132,767

Terminals
84,730

 
71,180

Other (b)
106,320

 
26,302

Total assets
$
1,005,486

 
$
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)
9 Months Ended
Sep. 30, 2015
billion_cubic_feet_per_day
mi
bbl
facility
gathering_system
pipeline
Sep. 30, 2015
Burns Point Plant [Member]
Sep. 30, 2015
Mesquite [Member]
Sep. 30, 2015
Delta House [Member]
Sep. 18, 2015
Delta House [Member]
Sep. 30, 2015
MPOG [Member]
Aug. 11, 2014
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
3 
 
 
 
 
 
 
Number of Interstate Pipelines
3 
 
 
 
 
 
 
Number of Intrastate Pipelines
5 
 
 
 
 
 
 
Number of Oil Pipelines
1 
 
 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
46.00% 
12.90% 
12.90% 
66.70% 
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
1,800,000 
 
 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Parent
92.20% 
 
 
 
 
 
 
Acquisitions and Divestitures Lavaca Acquisition (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
mi
Sep. 30, 2014
Dec. 31, 2014
Jan. 31, 2014
Lavaca [Member]
mi
Sep. 30, 2015
Lavaca [Member]
Sep. 30, 2014
Lavaca [Member]
Sep. 30, 2015
Lavaca [Member]
Sep. 30, 2014
Lavaca [Member]
Jan. 31, 2014
Lavaca [Member]
Sep. 30, 2015
Minimum [Member]
Sep. 30, 2015
Maximum [Member]
Jan. 31, 2014
Pipelines [Member]
Lavaca [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue
$ 55,641 
$ 70,305 
$ 187,759 
$ 228,223 
 
 
$ 5,700 
$ 4,500 
$ 17,600 
$ 10,600 
 
 
 
 
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
134,853 
 
134,853 
 
142,236 
 
 
 
 
 
23,567 
 
 
 
Operating Income (Loss)
$ (1,523)
$ (290)
$ 3,779 
$ 2,894 
 
 
$ 2,300 
$ 2,300 
$ 6,700 
$ 4,500 
 
 
 
 
Acquisitions and Divestitures Madison Divestiture (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 0 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Mar. 31, 2015
Madison [Member]
Business Acquisition [Line Items]
 
 
 
Proceeds from disposals of property, plant and equipment
$ 4,797 
$ 6,323 
$ 6,100 
Acquisitions and Divestitures MPOG Acquisition (Details) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 14, 2014
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Aug. 11, 2014
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
Payments to Acquire Equity Method Investments
 
 
 
$ 64,406,000 
$ 12,000,000 
 
 
Earnings in unconsolidated affiliates
 
1,094,000 
117,000 
1,265,000 
117,000 
348,000 
 
MPOG [Member]
 
 
 
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
66.70% 
 
66.70% 
 
 
66.70% 
Payments to Acquire Equity Method Investments
12,000,000 
 
 
 
 
 
 
Earnings in unconsolidated affiliates
 
 
 
571,000 
 
348,000 
 
Proceeds from Equity Method Investment, Dividends or Distributions
 
1,300,000 
1,100,000 
2,800,000 
1,100,000 
 
 
MPOG [Member]
 
 
 
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
Earnings in unconsolidated affiliates
 
$ 400,000 
 
$ 600,000 
$ 100,000 
 
 
Acquisitions and Divestitures Costar Midstream (Details) (USD $)
Share data in Millions, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Oct. 14, 2014
Costar Midstream, L.L.C. [Member]
Sep. 30, 2015
Costar Midstream, L.L.C. [Member]
Sep. 30, 2015
Costar Midstream, L.L.C. [Member]
Oct. 14, 2014
Costar Midstream, L.L.C. [Member]
Jan. 31, 2014
Lavaca [Member]
Sep. 30, 2015
Lavaca [Member]
Sep. 30, 2014
Lavaca [Member]
Sep. 30, 2015
Lavaca [Member]
Sep. 30, 2014
Lavaca [Member]
Jan. 31, 2014
Lavaca [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]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial investment
 
 
 
 
$ 61,351,000 
 
$ 23,884,000 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings in unconsolidated affiliates
1,094,000 
 
 
117,000 
1,265,000 
117,000 
348,000 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
 
 
 
 
 
 
258,001,000 
 
 
 
104,409,000 
 
 
 
 
 
 
 
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
 
 
 
 
 
 
 
405,297,000 
 
 
 
 
 
 
 
 
 
 
 
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 
 
 
 
 
 
2,000 
 
 
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 
 
 
 
 
 
753,000 
 
 
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 
 
 
 
 
 
59,492,000 
 
 
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
134,853,000 
 
 
 
134,853,000 
 
142,236,000 
 
 
 
95,025,000 
 
 
 
 
 
23,567,000 
 
 
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
 
 
 
 
 
 
 
 
 
 
405,297,000 
 
 
 
 
 
 
 
 
Fair Value Inputs, Discount Rate
 
 
 
 
 
 
 
 
 
 
 
10.50% 
 
 
 
 
 
11.00% 
16.00% 
Business Combination, Acquired Receivables, Gross Contractual Amount
 
 
 
 
 
 
 
 
 
 
11,200,000 
 
 
 
 
 
 
 
 
Acquisition Working Capital Adjustment
 
7,200,000 
200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
55,641,000 
 
 
70,305,000 
187,759,000 
228,223,000 
 
 
15,500,000 
61,100,000 
 
 
5,700,000 
4,500,000 
17,600,000 
10,600,000 
 
 
 
Operating Income (Loss)
$ (1,523,000)
 
 
$ (290,000)
$ 3,779,000 
$ 2,894,000 
 
 
$ (1,800,000)
$ 100,000 
 
 
$ 2,300,000 
$ 2,300,000 
$ 6,700,000 
$ 4,500,000 
 
 
 
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 
Acquisitions and Divestitures Eloi Bay Divestiture (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Jun. 1, 2015
Eloi Bay [Member]
Jun. 1, 2015
Eloi Bay [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
Loss on sale of assets
$ (65,000)
$ 0 
$ (65,000)
$ (87,000)
 
 
 
Property, Plant and Equipment, Net
638,939,000 
 
638,939,000 
 
582,182,000 
 
3,000,000 
Gain (Loss) on Disposition of Property Plant Equipment
 
 
 
 
 
$ 3,000,000 
 
Acquisitions and Divestitures Delta House Acquisition (Details) (USD $)
3 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Sep. 15, 2015
Jan. 29, 2014
Sep. 18, 2015
Pinto Offshore Holdings LLC [Member]
Sep. 18, 2015
Delta House FPS LLC [Member]
Sep. 18, 2015
Delta House Oil and Gas Lateral LLC [Member]
Sep. 18, 2015
Delta House [Member]
Sep. 30, 2015
Delta House [Member]
Sep. 30, 2015
Delta House [Member]
Dec. 31, 2014
Delta House [Member]
Sep. 18, 2015
Delta House [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings in unconsolidated affiliates
$ 1,094,000 
$ 117,000 
$ 1,265,000 
$ 117,000 
$ 348,000 
 
 
 
 
 
 
 
$ 694,000 
$ 0 
 
Proceeds from Equity Method Investment, Dividends or Distributions
 
 
 
 
 
 
 
 
 
 
 
3,700,000 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
 
 
 
 
 
26.30% 
49.00% 
49.00% 
 
12.90% 
12.90% 
 
12.90% 
Payments to Acquire Equity Method Investments
 
 
$ 64,406,000 
$ 12,000,000 
 
 
 
 
 
 
$ 162,000,000 
 
 
 
 
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
7,500,000 
3,400,000 
 
 
 
 
 
 
 
 
Acquisitions and Divestitures Sailsbury Divestiture (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Sep. 30, 2015
Salisbury [Member]
Sep. 14, 2015
Salisbury [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
Property, Plant and Equipment, Net
$ 638,939 
 
$ 638,939 
 
$ 582,182 
 
$ 900 
Loss on sale of assets
$ (65)
$ 0 
$ (65)
$ (87)
 
$ 100 
 
Discontinued Operations (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Discontinued Operations and Disposal Groups [Abstract]
 
 
 
 
Revenue
$ 0 
$ 13 
$ 74 
$ 461 
Expenses
(77)
(55)
(193)
(599)
Loss on impairment of property, plant and equipment
0 
0 
0 
(673)
Loss on sale of assets
(65)
0 
(65)
(87)
Income tax benefit
89 
16 
105 
316 
Income (loss) from discontinued operations, net of tax
$ (53)
$ (26)
$ (79)
$ (582)
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$ 0.00 
$ 0.00 
$ 0.00 
$ (0.05)
Concentration of Credit Risk and Trade Accounts Receivable (Details)
3 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Risks and Uncertainties [Abstract]
 
 
Concentration Risk, Percentage
12.00% 
24.00% 
Other Current Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Prepaid insurance
$ 1,002 
$ 4,162 
Restricted cash
0 
6,475 
Other prepaid amounts
2,095 
758 
Other current assets
4,039 
4,159 
Other Assets, Current
$ 7,136 
$ 15,554 
Derivatives (Fair Value of Commodity Derivatives) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Derivative [Line Items]
 
 
Gross Risk Management Assets
$ 1,177 
$ 688 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
1,177 
688 
Gross Risk Management Assets
0 
0 
Gross Risk Management Liabilities
0 
(215)
Net Risk Management Assets (Liabilities)
0 
(215)
Risk Management Assets [Member] |
Commodity derivatives [Member]
 
 
Derivative [Line Items]
 
 
Gross Risk Management Assets
1,177 
688 
Gross Risk Management Liabilities
0 
0 
Net Risk Management Assets (Liabilities)
1,177 
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
0 
(215)
Net Risk Management Assets (Liabilities)
0 
(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 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
$ 816 
$ 606 
$ 1,274 
$ 283 
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
320 
(359)
32 
(1,307)
Gain on commodity derivatives, net
310 
706 
523 
592 
Gain (Loss) on Derivative Instruments [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
575 
(9)
966 
(191)
Gain on commodity derivatives, net
241 
615 
308 
474 
Interest Expense [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
(36)
(109)
(240)
(322)
Gain on commodity derivatives, net
69 
91 
215 
118 
Other Income [Member] |
Commodity derivatives [Member]
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
Derivative, Gain (Loss) on Derivative, Net
(219)
(241)
(694)
(794)
Gain on commodity derivatives, net
$ 0 
$ 0 
$ 0 
$ 0 
Derivatives (Details Textual) (USD $)
9 Months Ended
Sep. 30, 2015
gal
Sep. 30, 2014
Derivative [Line Items]
 
 
Aggregate notional volume of our commodity derivative
2,200,000 
 
Amortization of weather derivative premium
$ 694,000 
$ 794,000 
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Notional amount of interest rate swap
100,000,000 
 
Weather Contract [Member]
 
 
Derivative [Line Items]
 
 
Potential proceeds from derivative contract
10,000,000 
 
Fair value of derivative
0 
 
Payment for weather derivative premium
(900,000)
 
Derivative term of contract
1 year 0 months 0 days 
 
Amortization of weather derivative premium
$ 600,000 
 
Fair Value Measurement (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
$ 594 
$ 286 
Interest Rate Swap [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
0 
(215)
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Commodity derivative instruments, net
594 
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
594 
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
0 
(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
0 
(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
9 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Property, Plant and Equipment, Net [Abstract]
 
 
Accumulated depreciation
$ (137,344)
$ (115,835)
Property, plant and equipment, net
638,939 
582,182 
Land [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
5,282 
5,282 
Construction in progress [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
101,193 
77,550 
Base gas [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
1,108 
1,108 
Buildings and improvements [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
9,807 
6,855 
Processing and treating plants [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
81,597 
80,837 
Pipelines [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
488,492 
451,341 
Compressors [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
31,081 
24,548 
Dock [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
8,105 
8,072 
Tanks, truck rack and piping [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
32,826 
30,079 
Equipment [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
9,685 
8,855 
Computer software [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
7,107 
3,490 
Property plant and equipment in useful life
5 years 
 
Property, Plant And Equipment [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment gross
$ 776,283 
$ 698,017 
Maximum [Member] |
Buildings and improvements [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
40 years 
 
Maximum [Member] |
Processing and treating plants [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
40 years 
 
Maximum [Member] |
Pipelines [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
40 years 
 
Maximum [Member] |
Compressors [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
20 years 
 
Maximum [Member] |
Dock [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
40 years 
 
Maximum [Member] |
Tanks, truck rack and piping [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
40 years 
 
Maximum [Member] |
Equipment [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
20 years 
 
Minimum [Member] |
Buildings and improvements [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
4 years 
 
Minimum [Member] |
Processing and treating plants [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
8 years 
 
Minimum [Member] |
Pipelines [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
3 years 
 
Minimum [Member] |
Compressors [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
4 years 
 
Minimum [Member] |
Dock [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
20 years 
 
Minimum [Member] |
Tanks, truck rack and piping [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
20 years 
 
Minimum [Member] |
Equipment [Member]
 
 
Property, Plant and Equipment, Net [Abstract]
 
 
Property plant and equipment in useful life
8 years 
 
Property, Plant and Equipment (Details Textual) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
AlaTenn system [Member]
Dec. 31, 2014
AlaTenn system [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
Property plant and equipment gross
 
 
 
 
$ 109,000,000 
$ 101,900,000 
Capitalized interest
900,000 
300,000 
1,600,000 
400,000 
 
 
Depreciation
$ 7,900,000 
$ 4,600,000 
$ 23,300,000 
$ 15,700,000 
 
 
Goodwill and Intangible Assets, Net (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
Goodwill
$ 134,853,000 
 
 
 
$ 134,853,000 
 
$ 142,236,000 
Acquisition Working Capital Adjustment
 
7,200,000 
200,000 
 
 
 
 
Amortization of Intangible Assets
1,200,000 
 
 
900,000 
4,300,000 
3,000,000 
 
Gathering And Processing [Member]
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
Goodwill
118,600,000 
 
 
 
118,600,000 
 
125,900,000 
Terminals [Member]
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
Goodwill
$ 16,300,000 
 
 
 
$ 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 $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Amortization of Intangible Assets
$ 1,200,000 
$ 900,000 
$ 4,300,000 
$ 3,000,000 
 
Goodwill
134,853,000 
 
134,853,000 
 
142,236,000 
Gross carrying amount:
118,851,000 
 
118,851,000 
 
118,851,000 
Accumulated amortization:
(16,799,000)
 
(16,799,000)
 
(12,545,000)
Net carrying amount:
102,052,000 
 
102,052,000 
 
106,306,000 
Customer Contracts [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Gross carrying amount:
12,101,000 
 
12,101,000 
 
12,101,000 
Accumulated amortization:
(12,101,000)
 
(12,101,000)
 
(11,110,000)
Net carrying amount:
0 
 
0 
 
991,000 
Customer Relationships [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Gross carrying amount:
53,400,000 
 
53,400,000 
 
53,400,000 
Accumulated amortization:
(2,435,000)
 
(2,435,000)
 
(553,000)
Net carrying amount:
50,965,000 
 
50,965,000 
 
52,847,000 
Dedicated Acreage [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Gross carrying amount:
53,350,000 
 
53,350,000 
 
53,350,000 
Accumulated amortization:
(2,263,000)
 
(2,263,000)
 
(882,000)
Net carrying amount:
$ 51,087,000 
 
$ 51,087,000 
 
$ 52,468,000 
Investment in unconsolidated affiliates Partnership's Equity Investments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Sep. 30, 2015
Mesquite [Member]
Dec. 31, 2014
Mesquite [Member]
Sep. 30, 2015
Delta House [Member]
Dec. 31, 2014
Delta House [Member]
Sep. 18, 2015
Delta House [Member]
Sep. 30, 2015
MPOG [Member]
Dec. 31, 2014
MPOG [Member]
Aug. 11, 2014
MPOG [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Method Investment, Ownership Percentage
 
 
 
 
 
46.00% 
 
12.90% 
 
12.90% 
66.70% 
 
66.70% 
Investments in and Advances to Affiliates, at Fair Value [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances
 
 
$ 22,252 
$ 0 
$ 0 
$ 11,884 
$ 0 
$ 0 
$ 0 
 
$ 10,368 
$ 0 
 
Initial investment
 
 
61,351 
 
23,884 
0 
11,884 
61,351 
0 
 
0 
12,000 
 
Earnings in unconsolidated affiliates
1,094 
117 
1,265 
117 
348 
0 
0 
694 
0 
 
571 
348 
 
Contributions
 
 
4,271 
 
 
4,271 
 
0 
 
 
0 
 
 
Distributions
 
 
(6,568)
 
(1,980)
0 
0 
(3,748)
0 
 
(2,820)
(1,980)
 
Balances
$ 82,571 
 
$ 82,571 
 
$ 22,252 
$ 16,155 
$ 11,884 
$ 58,297 
$ 0 
 
$ 8,119 
$ 10,368 
 
Investment in unconsolidated affiliates Financial Information for the Partnership's Equity Investments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]
 
 
 
 
 
Current assets
$ 117,796 
 
$ 117,796 
 
$ 2,196 
Non-current assets
929,836 
 
929,836 
 
62,635 
Current liabilities
105,985 
 
105,985 
 
398 
Non-current liabilities
361,662 
 
361,662 
 
22,307 
Total revenue
9,201 
1,737 
13,610 
1,737 
 
Operating expense
1,274 
632 
3,011 
632 
 
Net income
$ 5,975 
$ 185 
$ 6,216 
$ 185 
 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2015
Dec. 31, 2014
Other Liabilities Disclosure [Abstract]
 
 
Accrued capital expenditures
$ 5,325 
$ 17,134 
Accrued expenses
6,399 
6,380 
Gas imbalances payable
634 
1,069 
Accrued property taxes
2,302 
656 
Other
2,704 
561 
Accrued expenses and other current liabilities
$ 17,364 
$ 25,800 
Debt Obligations (Details) (USD $)
Sep. 30, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]
 
 
Line of Credit Facility, Current Borrowing Capacity
$ 750,000,000 
 
Revolving credit facility
508,650,000 
372,950,000 
Other debt
0 
2,908,000 
Total debt
508,650,000 
375,858,000 
Less: current portion
0 
2,908,000 
Long-term debt
$ 508,650,000 
$ 372,950,000 
Debt Obligations (Details Textual) (USD $)
9 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Sep. 30, 2014
Debt Instrument [Line Items]
 
 
 
Line of Credit Facility, Current Borrowing Capacity
$ 750,000,000 
 
 
Line of Credit Facility, Amount Outstanding Limit
900,000,000 
 
 
Long-Term Debt (Textual) [Abstract]
 
 
 
Letter of credit outstanding
1,400,000 
1,600,000 
 
Revolving credit facility
508,650,000 
372,950,000 
 
Ratio of Indebtedness to Net Capital
4.44 
 
 
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage
0.50% 
 
 
Debt Instrument, Interest Coverage Ratio
10.18 
 
 
Debt, Weighted Average Interest Rate
3.50% 
 
4.38% 
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 $)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Nov. 6, 2015
Sep. 15, 2015
Jul. 27, 2015
Dec. 31, 2014
Jan. 29, 2014
Dec. 31, 2014
AIM Midstream Holdings No. of units outstanding [Member]
Sep. 30, 2015
Series B [Member]
Sep. 30, 2014
Series B [Member]
Sep. 30, 2015
Series B [Member]
Sep. 30, 2014
Series B [Member]
Nov. 6, 2015
Series B [Member]
Dec. 31, 2014
Series B [Member]
Sep. 30, 2015
Limited Partner Series B Convertible Units [Member]
Dec. 31, 2014
Limited Partner Series B Convertible Units [Member]
Sep. 30, 2015
Limited Partner Common Units [Member]
Dec. 31, 2014
Limited Partner Common Units [Member]
Sep. 30, 2015
Limited Partner [Member]
Sep. 30, 2014
Limited Partner [Member]
Sep. 30, 2015
Limited Partner [Member]
Sep. 30, 2014
Limited Partner [Member]
Sep. 30, 2015
General Partner [Member]
Sep. 30, 2014
General Partner [Member]
Sep. 30, 2015
General Partner [Member]
Sep. 30, 2014
General Partner [Member]
Sep. 30, 2015
General Partner, Incentive Distribution Rights [Member]
Sep. 30, 2014
General Partner, Incentive Distribution Rights [Member]
Sep. 30, 2015
General Partner, Incentive Distribution Rights [Member]
Sep. 30, 2014
General Partner, Incentive Distribution Rights [Member]
Sep. 30, 2015
Series A [Member]
Preferred Partner [Member]
Sep. 30, 2014
Series A [Member]
Preferred Partner [Member]
Sep. 30, 2015
Series A [Member]
Preferred Partner [Member]
Sep. 30, 2014
Series A [Member]
Preferred Partner [Member]
Oct. 8, 2015
Subsequent Event [Member]
Oct. 8, 2015
Subsequent Event [Member]
CallRightdefinedacquisitionvalue
 
 
 
 
 
 
$ 100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder distributions
 
 
 
 
 
 
 
 
 
 
(324,000)
(619,000)
(1,157,000)
(1,671,000)
 
 
 
 
 
 
(10,755,000)
(5,154,000)
(32,221,000)
(15,203,000)
(522,000)
(75,000)
(840,000)
(223,000)
(1,293,000)
(528,000)
(3,874,000)
(1,465,000)
0 
0 
0 
(2,658,000)
 
 
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
7,500,000 
 
 
3,400,000 
 
 
 
 
 
 
 
1,325,000 
1,255,000 
30,269,000 
22,670,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
151,937 
Series A convertible preferred, units, outstanding
8,930,000 
 
8,930,000 
 
8,930,336 
 
 
5,745,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner interest units
536,000 
 
536,000 
 
 
 
 
392,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, units outstanding
 
 
 
 
 
 
 
 
 
22,670,000 
 
 
 
 
1,325,225 
1,255,000 
1,325,000 
1,255,000 
30,269,000 
22,670,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partner subordinated units
 
 
 
 
 
 
 
 
 
392,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of Stock, Price Per Share
 
 
 
 
 
$ 11.31 
 
 
$ 26.75 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 11.31 
Issuance of common units, net of offering costs
 
 
 
86,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,700,000 
 
Payments of Capital Distribution
$ 12,570,000 
$ 5,757,000 
$ 36,935,000 
$ 19,549,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners Capital (Details Textual) (USD $)
0 Months Ended 9 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Sep. 15, 2015
Jul. 27, 2015
Feb. 21, 2014
Sep. 30, 2015
Sep. 30, 2014
Sep. 15, 2015
Jul. 27, 2015
Feb. 21, 2014
Feb. 5, 2014
Jan. 29, 2014
Dec. 31, 2014
Partnership Interest [Member]
Sep. 30, 2015
Series B [Member]
Sep. 30, 2015
Limited Partner [Member]
Sep. 30, 2014
Limited Partner [Member]
Sep. 30, 2015
General Partner [Member]
Sep. 30, 2014
General Partner [Member]
Sep. 30, 2015
Series B [Member]
Sep. 30, 2014
Series B [Member]
Sep. 30, 2015
Series B [Member]
Sep. 30, 2014
Series B [Member]
Oct. 8, 2015
Subsequent Event [Member]
Oct. 8, 2015
Subsequent Event [Member]
Sep. 30, 2015
Issuance of Preferred Units [Member]
Series A [Member]
Magnolia Infrastructure Partners, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants Not Settleable in Cash, Fair Value Disclosure
 
 
$ 23.89 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitholder distributions
 
 
 
 
 
 
 
 
 
 
 
 
$ (45,800,000)
$ (27,968,000)
$ (4,890,000)
$ (1,857,000)
$ (324,000)
$ (619,000)
$ (1,157,000)
$ (1,671,000)
 
 
 
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, Units, Sold in Private Placement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,571,430 
Partners' Capital Account, Private Placement of Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,000,000 
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
7,500,000 
 
 
 
3,400,000 
 
 
 
 
 
 
 
 
 
 
 
151,937 
 
Other Ownership Interests, Units Outstanding
 
 
 
 
 
 
 
 
 
 
392,000 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of Stock, Price Per Share
 
 
 
 
 
$ 11.31 
 
 
 
$ 26.75 
 
 
 
 
 
 
 
 
 
 
 
$ 11.31 
 
Issuance of common units, net of offering costs
 
 
 
 
86,900,000 
 
 
 
 
 
 
0 
80,971,000 
204,335,000 
0 
 
 
 
 
 
1,700,000 
 
 
Class of Warrant or Right, Number of Securities Called by Warrants or Rights
 
 
 
 
 
 
 
300,000 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance and exercise of warrant
 
 
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
 
 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock, Call or Exercise Features
$ 15.94 
$ 17.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CallRightdefinedacquisitionvalue
 
 
 
 
 
 
$ 100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Net income (loss)
$ (4,627)
$ (2,423)
$ (5,819)
$ (3,516)
Income (loss) from discontinued operations, net of tax
(53)
(26)
(79)
(582)
Net income (loss) from continuing operations
(4,574)
(2,397)
(5,740)
(2,934)
Less: Comprehensive income (loss) attributable to noncontrolling interests
(34)
(33)
(80)
(207)
Income (Loss) from Continuing Operations Attributable to Parent
(4,608)
(2,430)
(5,820)
(3,141)
Temporary Equity, Dividends, Adjustment
4,991 
4,165 
12,598 
11,263 
General Partners' Capital Account, Period Undistributed Income (Loss) From Continuing Operations, Amount
(294)
(169)
(737)
(430)
Net income (loss) from continuing operations available to limited partners
(11,444)
(7,648)
(23,552)
(17,333)
Net income (loss) from discontinued operations available to limited partners
(53)
(26)
(79)
(574)
Net income (loss) available to limited partners
(11,497)
(7,674)
(23,631)
(17,907)
Weighted average number of units used in computation of limited partners’ net (loss) income per unit (basic and diluted)
23,987 
13,204 
23,154 
11,409 
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ (0.48)
$ (0.58)
$ (1.02)
$ (1.52)
Limited partners' net income (loss) per unit from discontinued operations (basic and diluted)
$ 0.00 
$ 0.00 
$ 0.00 
$ (0.05)
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ (0.48)
$ (0.58)
$ (1.02)
$ (1.57)
Series B [Member]
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Unitholder distributions
(324)
(619)
(1,157)
(1,671)
General Partner [Member]
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Unitholder distributions
 
 
(4,890)
(1,857)
Dividend Declared [Member] |
General Partner [Member]
 
 
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
Unitholder distributions
$ (1,815)
$ (603)
$ (4,714)
$ (1,688)
Long-Term Incentive Plan (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Unit-Based Award
 
 
 
 
 
Equity compensation expense
$ 574,000 
$ 337,000 
$ 2,822,000 
$ 1,132,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant
398,510 
 
398,510 
 
688,976 
Grants Issued Under Long Term Incentive Plan
25.00% 
 
25.00% 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value
 
 
2,500,000 
1,200,000 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized
$ 5,500,000 
$ 3,400,000 
$ 5,500,000 
$ 3,400,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price
$ 16.80 
 
$ 16.80 
 
$ 19.85 
Table Summarizes Unit Based Awards
 
 
 
 
 
Outstanding, Beginning period
 
 
201,132,000 
 
 
Granted
 
 
341,640,000 
 
 
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price
 
 
$ 15.77 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period
 
 
(9,722,000)
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price
 
 
$ 16.91 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period
 
 
(140,257,000)
 
 
LTIP vesting, Shares
 
 
$ (18.67)
 
 
Outstanding, Ending period
392,793,000 
 
392,793,000 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
 
 
3 years 0 months 
 
 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Tax Disclosure [Abstract]
 
 
 
 
Income tax (expense) benefit
$ (592)
$ (122)
$ (1,065)
$ (260)
Effective Income Tax Rate, Continuing Operations
(14.90%)
(5.40%)
(22.80%)
(9.70%)
Related- Party Transactions (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Sep. 15, 2015
Related Party Transaction [Line Items]
 
 
 
 
 
Proceeds from Sale of Other Assets
$ 1.1 
 
$ 3.9 
 
 
Related Party Transaction, Purchases from Related Party
0.3 
 
 
 
 
Management Fees Revenue
0.3 
0.2 
1.2 
0.3 
 
Limited Partners' Capital Account, Units Issued to Affiliates
 
 
 
 
739,441 
Proceeds from Issuance of Common Limited Partners Units to affiliates
 
 
8.4 
 
 
American Midstream, L.L.C [Member]
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
General and Administrative Expense
14.6 
5.5 
28.8 
15.2 
 
Business Development
$ (1.0)
$ (0.3)
$ (0.1)
$ (1.3)
 
Reporting Segments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
$ 1,005,486 
 
$ 1,005,486 
 
$ 916,644 
Segment information
 
 
 
 
 
Revenue
54,825 
69,699 
186,485 
227,940 
 
Gain (loss) on commodity derivatives, net
816 
606 
1,274 
283 
 
Total revenue
55,641 
70,305 
187,759 
228,223 
 
Purchases of natural gas, NGLs and condensate
24,431 
46,690 
86,742 
155,729 
 
Direct operating expenses
15,328 
11,884 
43,162 
31,889 
 
Selling, general and administrative expenses
7,639 
5,875 
20,145 
17,105 
 
Equity compensation expense
574 
337 
2,822 
1,132 
 
Depreciation, amortization and accretion expense
9,160 
5,706 
28,099 
19,350 
 
Total operating expenses
57,132 
70,492 
180,970 
225,205 
 
Gain (loss) on sale of assets, net
(32)
(103)
(3,010)
(124)
 
Interest expense
(3,553)
(1,430)
(9,719)
(5,013)
 
Other income (expense)
0 
(672)
0 
(672)
 
Earnings in unconsolidated affiliates
1,094 
117 
1,265 
117 
348 
Income tax (expense) benefit
(592)
(122)
(1,065)
(260)
 
Income (loss) from discontinued operations, net of tax
(53)
(26)
(79)
(582)
 
Net income (loss)
(4,627)
(2,423)
(5,819)
(3,516)
 
Net Income (Loss) Attributable to Noncontrolling Interest
(34)
(33)
(80)
(207)
 
Net income (loss) attributable to the Partnership
(4,661)
(2,456)
(5,899)
(3,723)
 
Segment gross margin
29,134 
21,332 
95,215 
66,580 
 
Gathering And Processing [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
683,911 
 
683,911 
 
686,395 
Transmission [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
130,525 
 
130,525 
 
132,767 
Gathering and Processing reporting segment [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
40,103 
45,569 
138,991 
147,209 
 
Gain (loss) on commodity derivatives, net
816 
606 
1,274 
283 
 
Total revenue
40,919 
46,175 
140,265 
147,492 
 
Purchases of natural gas, NGLs and condensate
22,055 
35,024 
79,645 
115,383 
 
Direct operating expenses
10,119 
5,249 
28,342 
15,163 
 
Segment gross margin
18,422 
10,513 
59,687 
31,122 
 
Transmission reporting segment [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
9,977 
20,328 
34,148 
69,417 
 
Gain (loss) on commodity derivatives, net
0 
0 
0 
0 
 
Total revenue
9,977 
20,328 
34,148 
69,417 
 
Purchases of natural gas, NGLs and condensate
2,376 
11,666 
7,097 
40,346 
 
Direct operating expenses
3,595 
5,033 
10,027 
11,887 
 
Segment gross margin
7,581 
8,619 
26,975 
28,983 
 
Terminals [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
84,730 
 
84,730 
 
71,180 
Segment information
 
 
 
 
 
Total revenue
4,745 
3,802 
13,346 
11,314 
 
Terminals reporting segment [Member]
 
 
 
 
 
Segment information
 
 
 
 
 
Revenue
4,745 
3,802 
13,346 
11,314 
 
Gain (loss) on commodity derivatives, net
0 
0 
0 
0 
 
Purchases of natural gas, NGLs and condensate
0 
0 
0 
0 
 
Direct operating expenses
1,614 
1,602 
4,793 
4,839 
 
Segment gross margin
3,131 
2,200 
8,553 
6,475 
 
Other Segments [Member]
 
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
 
Segment assets:
$ 106,320 
 
$ 106,320 
 
$ 26,302 
Reporting Segments (Details Textual) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
segment
Sep. 30, 2014
Dec. 31, 2014
Segment Reporting [Abstract]
 
 
 
 
 
Net Income (Loss) Attributable to Noncontrolling Interest
$ (34)
$ (33)
$ (80)
$ (207)
 
Earnings in unconsolidated affiliates
1,094 
117 
1,265 
117 
348 
Other income (expense)
$ 0 
$ (672)
$ 0 
$ (672)
 
Number of Operating Segments
 
 
3 
 
 
Subsequent Events (Details)
3 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Oct. 22, 2015
Subsequent Event [Member]
Business Acquisition [Line Items]
 
 
 
 
 
Distribution declared per common unit (a)
$ 0.4725 1
$ 0.4625 1
$ 1.4175 1
$ 1.3775 1
$ 0.4725 
Distribution Made to Limited Partner, Distributions Declared, Per Unit, Annualized Basis
 
 
 
 
$ 1.89